SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                       ----------------------------------



                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): November 13, 1997




                           A.P. GREEN INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


    Delaware                        0-16452                      43-0899374
 (State or other                (Commission File              (I.R.S. Employer
 jurisdiction of                     Number)                   Identification
  organization)                                                    Number)



             Green Boulevard
             Mexico, Missouri                              65265
  (Address of principal executive offices)               (Zip Code)



       Registrant's telephone number, including area code: (573) 473-3626






                                      
<PAGE>

Item 5.           Other Events

                  On November  13, 1997,  the Board of  Directors of A.P.  Green
Industries,  Inc.  (the  "Company")  declared  a  dividend  distribution  of one
Preferred Stock Purchase Right (collectively, the "Rights") for each outstanding
share of common  stock,  $1.00 par value (the  "Common  Stock"),  of the Company
(other than shares held in the Company's treasury). The dividend distribution is
payable to the  stockholders  of record at the close of  business  on January 7,
1998  (the  "Record  Date").  Except  as  set  forth  below,  each  Right,  when
exercisable,  entitles the  registered  holder to purchase  from the Company one
one-hundredth of a share of a new series of voting  preferred stock,  designated
as  Series  B  Junior  Participating  Preferred  Stock,  $1.00  par  value  (the
"Preferred  Stock"),  at a price of $45.00 per one one-hundredth of a share (the
"Purchase  Price"),  subject to  adjustment.  The  description  and terms of the
Rights are set forth in a Rights Agreement (the "Rights  Agreement") between the
Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights Agent").

                  Initially,  the Rights will be  attached  to all Common  Stock
certificates  representing  shares  then  outstanding,  and  no  separate  Right
Certificates  will be  distributed.  Until the earlier of (i) ten days following
the first to occur of (a) a public  announcement that, without the prior written
consent  of the  Board  of  Directors  of the  Company,  a  person  or  group of
affiliated  or  associated  person other than the Company,  a subsidiary  of the
Company or any  employee  benefit  plan of the  Company or a  subsidiary  of the
Company (an "Acquiring Person") has acquired,  or obtained the right to acquire,
outstanding  shares of Common Stock of the Company  representing  20% or more of
the voting  power of the Company or (b) the date on which the Company  first has
notice or otherwise determines that a person has become an Acquiring Person (the
"Stock  Acquisition  Date")  or (ii)  ten days  following  the  commencement  or
announcement of an intention to make a tender offer or exchange  offer,  without
the  prior  written  consent  of the  Board of  Directors  of the  Company,  for
outstanding  shares of such Common Stock  representing 20% or more of the voting
power of the Company (the earlier of the dates in clause (i) or (ii) above being
called the "Distribution  Date"), the Rights will be evidenced,  with respect to
any of the Company's Common Stock  certificates  outstanding as of and after the
Record Date (other than shares held in the Company's  treasury),  by such Common
Stock  certificates.  The Rights Agreement provides that, until the Distribution
Date,  the Rights will be  transferred  with and only with the Company's  Common
Stock.  Until  the  Distribution  Date  (or  earlier  redemption,   exchange  or
expiration of the Rights), new Common Stock certificates issued after the Record
Date, upon transfer, new issuance or issuance from the Company's treasury of the
Company's  Common  Stock,  will  contain a  notation  incorporating  the  Rights
Agreement by  reference.  Until the  Distribution  Date (or earlier  redemption,
exchange or expiration of the Rights),  the surrender for transfer of any of the
Company's Common Stock certificates  outstanding as of and after the Record Date
will also constitute the transfer of the Rights associated with the Common Stock
represented  by  such  certificates.   As  soon  as  practicable  following  the
Distribution  Date,   separate   certificates   evidencing  the  Rights  ("Right
Certificates") will be mailed to holders of record of the Company's Common Stock
as of the  close  of  business  on  the  Distribution  Date  and  such  separate
certificates alone will then evidence the Rights.

                  Notwithstanding  the above,  a person will not be deemed to be
an Acquiring Person if such person:  (x) becomes the owner of outstanding shares
of the Common Stock of the Company  representing 20% or more of the voting power
of the Company by means of an  acquisition  of shares of Common  Stock  directly
from the Company if such  acquisition is approved by a majority of the Directors
of the Company who are not  Acquiring  Persons or  affiliates  or  associates of
Acquiring Persons and who were members of the Company's Board of Directors prior
to the Stock Acquisition Date (the "Continuing  Directors")  (unless such Person
was an  Acquiring  Person prior to such  acquisition);  (y) becomes the owner of
Common  Stock  representing  20% or  more of the  voting  power  of the  Company


                                      -2-
<PAGE>


following an  acquisition  of the  Company's  voting  securities by the Company,
unless such person  subsequently  acquires  additional  voting securities of the
Company (other than by means of a stock dividend, stock split,  recapitalization
or similar  event);  or (z) has become an  Acquiring  Person  inadvertently  and
divests  promptly  a  number  of  voting  securities  so as to no  longer  be an
Acquiring Person.

                  The Rights are not exercisable  until the  Distribution  Date.
The Rights will expire on January 6, 2008,  unless earlier redeemed or exchanged
by the Company, as described below.

                  The Purchase Price payable,  the number of shares of Preferred
Stock or other securities or property issuable,  upon exercise of the Rights and
the number of Rights  outstanding are subject to adjustment from time to time to
prevent  dilution  (i) in the event of a stock  dividend  on, or a  subdivision,
combination  or   reclassification   of  the  Preferred  Stock,  (ii)  upon  the
distribution  to holders of  Preferred  Stock of rights or warrants to subscribe
for shares of Preferred Stock or securities  convertible into Preferred Stock at
less than the then current  market price of the Preferred  Stock,  or (iii) upon
the  distribution  to holders of Preferred  Stock of evidences of  indebtedness,
cash or assets  (excluding  regular  periodic cash  dividends out of earnings or
retained  earnings or dividends  payable in Preferred  Stock) or of  convertible
securities subscription rights or warrants (other than those referred to above).

                  In the  event  that,  following  the  Distribution  Date,  the
Company is acquired in a merger or other  business  combination  transaction  in
which the Company is not the surviving  corporation or in which the Common Stock
is exchanged or changed or 50% or more of the Company's  assets or earning power
is sold (in one transaction or a series of transactions), proper provision shall
be made so that  each  holder  of a Right  shall  thereafter  have the  right to
receive,  in lieu of shares of Preferred  Stock,  upon the exercise of the Right
and payment of the Purchase Price,  that number of shares of common stock of the
surviving or purchasing  company (or, in certain cases,  one of its  affiliates)
which at the time of such transaction would have a market value of two times the
Purchase Price (such right being called the "Merger Right").

                  In the event that any person shall become an Acquiring  Person
and subject to the availability of Common Stock,  proper provision shall be made
so that each holder of a Right will  thereafter  have the right to  receive,  in
lieu of shares of  Preferred  Stock,  upon  exercise  that  number of shares (or
fractional  shares)  of  Common  Stock  having a market  value of two  times the
Purchase Price,  subject to the availability of a sufficient  number of treasury
shares  or  authorized  but  unissued   shares  (such  right  being  called  the
"Subscription  Right").  The holder of a Right will  continue to have the Merger
Right unless and until such holder exercises the Subscription Right.

                  Any Rights that are beneficially  owned by an Acquiring Person
or an Affiliate or an Associate of an Acquiring Person will become null and void
upon the  occurrence of any of the events giving rise to the  exercisability  of
the Merger  Right or the  Subscription  Right and any holder of such Rights will
have no right to exercise  such Rights from and after the  occurrence of such an
event insofar as they relate to the Merger Right or the Subscription Right.

                  With certain exceptions,  no adjustments in the Purchase Price
will be required until cumulative  adjustments require an adjustment of at least
1% in such  Purchase  Price.  No  fractional  shares will be issued.  In lieu of
fractional  shares, an adjustment in cash will be made based on the market price
of the  Preferred  Stock  or the  Common  Stock  as the  case may be on the last
trading date prior to the date of exercise.


                                      -3-
<PAGE>

                  At any time prior to a Person becoming an Acquiring  Person or
January 6, 2008, the Company's Board of Directors may elect to redeem the Rights
in whole,  but not in part,  at a price of $.001 per  Right.  Additionally,  the
Continuing  Directors  may redeem the  outstanding  Rights in whole,  but not in
part,  at a price of $.001 per Right  and prior to an event  giving  rise to the
Merger  Right (i)  following  a change in a  majority  of the  Directors  of the
Company or (ii) following the Stock Acquisition  Date,  provided that either (a)
the Acquiring  Person reduces its  beneficial  ownership to less than 20% of the
voting power of the Company in a manner satisfactory to the Continuing Directors
and there are no more Acquiring Persons, or (b) such redemption is incidental to
a merger or other business  combination  involving the Company but not involving
the  Acquiring  Person.  Immediately  upon the action of the Board of  Directors
electing to redeem the Rights, the Company shall make announcement  thereof, and
the right to  exercise  the  Rights  will  terminate  and the only  right of the
holders of Rights will be to receive the redemption price.

                  At any time  after a Person  becomes an  Acquiring  Person but
prior to such time that any Person becomes the  beneficial  owner of 50% or more
of the outstanding  shares of the Company's  Common Stock, the Company may elect
to effect a full or partial exchange of Rights for the Company's Common Stock at
an initial exchange ratio of one share of Common Stock for each Right exchanged.
Alternatively,  the  Company may elect to effect the  exchange  of Rights  using
Preferred Stock at an initial exchange ratio of one  one-hundredth of a share of
Preferred Stock for each Right exchanged.

                  The Preferred  Stock  purchasable  upon exercise of the Rights
will be  non-redeemable  and junior to any other series of  preferred  stock the
Company may issue (unless otherwise  provided in the terms of such stock).  Each
share of Preferred Stock will have a preferential dividend in an amount equal to
the greater of $.05 per share or 100 times any  dividend  declared on each share
of Common Stock.  In the event of  liquidation,  the holders of Preferred  Stock
will receive a preferred liquidation payment equal to the greater of $.25 or 100
times the payment made per each share of Common Stock. Each one one-hundredth of
a share of Preferred  Stock will have one vote,  voting together with the shares
of Common Stock. In the event of any merger,  consolidation or other transaction
in which shares of Common  Stock are  exchanged,  each share of Preferred  Stock
will be  entitled  to receive  100 times the  amount  and type of  consideration
received  per share of Common  Stock.  The rights of the  Preferred  Stock as to
dividends,   liquidation   and   voting,   and  in  the  event  of  mergers  and
consolidations,  are protected by customary anti-dilution provisions. Fractional
shares of Preferred Stock in integral  multiples of one one-hundredth of a share
of  Preferred  Stock  will be  issuable;  however,  the  Company  may  elect  to
distribute  depositary  receipts in lieu of such fractional  shares.  In lieu of
fractional  shares other than fractions that are multiples of one  one-hundredth
of a share,  an adjustment in cash will be made based on the market price of the
Preferred Stock on the last trading date prior to the date of exercise.

                  Until a Right is exercised,  the holder thereof, as such, will
have no rights as a stockholder of the Company,  including,  without limitation,
the right to vote or to receive dividends.

                  The  foregoing  description  of the Rights is qualified in its
entirety  by  reference  to the  Rights  Agreement,  a copy of which is filed as
Exhibit 4.1 to this  Current  Report on Form 8-K and  incorporated  by reference
herein.


                                      -4-
<PAGE>

Item 7.           Financial Statements and Exhibits

                  (c)      Exhibits
                           --------

                  Item         Exhibit

                  4.1          Rights Agreement, dated  as of November 13, 1997,
                               between A. P. Green  Industries, Inc. and  Harris
                               Trust and Savings Bank, filed as Exhibit 1 to the
                               Company's Registration Statement on Form 8-A,
                               dated January 2, 1998, is incorporated herein by
                               reference.

                  99.1         Press Release, dated January 6, 1998.
















                                      -5-
<PAGE>





                                   SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Dated:  January 5, 1998

                                       A.P. GREEN INDUSTRIES, INC.



                                       By:/s/Paul F. Hummer, II
                                          --------------------------------------
                                          Paul F. Hummer, II
                                          Chairman of the Board, Chief Executive
                                          Officer and President























                                      -6-
<PAGE>



                                  EXHIBIT INDEX

Exhibit
Number                                 Description
------                                 -----------

 4.1              Rights Agreement, dated as of November 13, 1997, between A. P.
                  Green Industries, Inc. and Harris Trust and Savings Bank, 
                  filed as Exhibit 1 to the Company's Registration Statement on
                  Form 8-A, dated January 2, 1998, is incorporated herein by
                  reference.

99.1              Press Release, dated January 6, 1998.


<PAGE>
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{"company-data": {"conformed-name": "GREEN A P INDUSTRIES INC", "cik": "0000826619", "assigned-sic": "3250", "irs-number": "430899374", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13359", "film-number": "98501212"}, "business-address": {"street1": "GREEN BLVD", "city": "MEXICO", "state": "MO", "zip": "65265", "phone": "5734733626"}, "mail-address": {"street1": "GREEN BLVD", "city": "MEXICO", "state": "MO", "zip": "65265"}, "former-company": {"former-conformed-name": "A P GREEN INDUSTRIES INC", "date-changed": "19900619"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                       ----------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): November 13, 1997

                           A.P. GREEN INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

    Delaware                        0-16452                      43-0899374
 (State or other                (Commission File              (I.R.S. Employer
 jurisdiction of                     Number)                   Identification
  organization)                                                    Number)

             Green Boulevard
             Mexico, Missouri                              65265
  (Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (573) 473-3626
Item 5.           Other Events

                  On November  13, 1997,  the Board of  Directors of A.P.  Green
Industries,  Inc.  (the  "Company")  declared  a  dividend  distribution  of one
Preferred Stock Purchase Right (collectively, the "Rights") for each outstanding
share of common  stock,  $1.00 par value (the  "Common  Stock"),  of the Company
(other than shares held in the Company's treasury). The dividend distribution is
payable to the  stockholders  of record at the close of  business  on January 7,
1998  (the  "Record  Date").  Except  as  set  forth  below,  each  Right,  when
exercisable,  entitles the  registered  holder to purchase  from the Company one
one-hundredth of a share of a new series of voting  preferred stock,  designated
as  Series  B  Junior  Participating  Preferred  Stock,  $1.00  par  value  (the
"Preferred  Stock"),  at a price of $45.00 per one one-hundredth of a share (the
"Purchase  Price"),  subject to  adjustment.  The  description  and terms of the
Rights are set forth in a Rights Agreement (the "Rights  Agreement") between the
Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights Agent").

                  Initially,  the Rights will be  attached  to all Common  Stock
certificates  representing  shares  then  outstanding,  and  no  separate  Right
Certificates  will be  distributed.  Until the earlier of (i) ten days following
the first to occur of (a) a public  announcement that, without the prior written
consent  of the  Board  of  Directors  of the  Company,  a  person  or  group of
affiliated  or  associated  person other than the Company,  a subsidiary  of the
Company or any  employee  benefit  plan of the  Company or a  subsidiary  of the
Company (an "Acquiring Person") has acquired,  or obtained the right to acquire,
outstanding  shares of Common Stock of the Company  representing  20% or more of
the voting  power of the Company or (b) the date on which the Company  first has
notice or otherwise determines that a person has become an Acquiring Person (the
"Stock  Acquisition  Date")  or (ii)  ten days  following  the  commencement  or
announcement of an intention to make a tender offer or exchange  offer,  without
the  prior  written  consent  of the  Board of  Directors  of the  Company,  for
outstanding  shares of such Common Stock  representing 20% or more of the voting
power of the Company (the earlier of the dates in clause (i) or (ii) above being
called the "Distribution  Date"), the Rights will be evidenced,  with respect to
any of the Company's Common Stock  certificates  outstanding as of and after the
Record Date (other than shares held in the Company's  treasury),  by such Common
Stock  certificates.  The Rights Agreement provides that, until the Distribution
Date,  the Rights will be  transferred  with and only with the Company's  Common
Stock.  Until  the  Distribution  Date  (or  earlier  redemption,   exchange  or
expiration of the Rights), new Common Stock certificates issued after the Record
Date, upon transfer, new issuance or issuance from the Company's treasury of the
Company's  Common  Stock,  will  contain a  notation  incorporating  the  Rights
Agreement by  reference.  Until the  Distribution  Date (or earlier  redemption,
exchange or expiration of the Rights),  the surrender for transfer of any of the
Company's Common Stock certificates  outstanding as of and after the Record Date
will also constitute the transfer of the Rights associated with the Common Stock
represented  by  such  certificates.   As  soon  as  practicable  following  the
Distribution  Date,   separate   certificates   evidencing  the  Rights  ("Right
Certificates") will be mailed to holders of record of the Company's Common Stock
as of the  close  of  business  on  the  Distribution  Date  and  such  separate
certificates alone will then evidence the Rights.

                  Notwithstanding  the above,  a person will not be deemed to be
an Acquiring Person if such person:  (x) becomes the owner of outstanding shares
of the Common Stock of the Company  representing 20% or more of the voting power
of the Company by means of an  acquisition  of shares of Common  Stock  directly
from the Company if such  acquisition is approved by a majority of the Directors
of the Company who are not  Acquiring  Persons or  affiliates  or  associates of
Acquiring Persons and who were members of the Company's Board of Directors prior
to the Stock Acquisition Date (the "Continuing  Directors")  (unless such Person
was an  Acquiring  Person prior to such  acquisition);  (y) becomes the owner of
Common  Stock  representing  20% or  more of the  voting  power  of the  Company

                                      -2-
following an  acquisition  of the  Company's  voting  securities by the Company,
unless such person  subsequently  acquires  additional  voting securities of the
Company (other than by means of a stock dividend, stock split,  recapitalization
or similar  event);  or (z) has become an  Acquiring  Person  inadvertently  and
divests  promptly  a  number  of  voting  securities  so as to no  longer  be an
Acquiring Person.

                  The Rights are not exercisable  until the  Distribution  Date.
The Rights will expire on January 6, 2008,  unless earlier redeemed or exchanged
by the Company, as described below.

                  The Purchase Price payable,  the number of shares of Preferred
Stock or other securities or property issuable,  upon exercise of the Rights and
the number of Rights  outstanding are subject to adjustment from time to time to
prevent  dilution  (i) in the event of a stock  dividend  on, or a  subdivision,
combination  or   reclassification   of  the  Preferred  Stock,  (ii)  upon  the
distribution  to holders of  Preferred  Stock of rights or warrants to subscribe
for shares of Preferred Stock or securities  convertible into Preferred Stock at
less than the then current  market price of the Preferred  Stock,  or (iii) upon
the  distribution  to holders of Preferred  Stock of evidences of  indebtedness,
cash or assets  (excluding  regular  periodic cash  dividends out of earnings or
retained  earnings or dividends  payable in Preferred  Stock) or of  convertible
securities subscription rights or warrants (other than those referred to above).

                  In the  event  that,  following  the  Distribution  Date,  the
Company is acquired in a merger or other  business  combination  transaction  in
which the Company is not the surviving  corporation or in which the Common Stock
is exchanged or changed or 50% or more of the Company's  assets or earning power
is sold (in one transaction or a series of transactions), proper provision shall
be made so that  each  holder  of a Right  shall  thereafter  have the  right to
receive,  in lieu of shares of Preferred  Stock,  upon the exercise of the Right
and payment of the Purchase Price,  that number of shares of common stock of the
surviving or purchasing  company (or, in certain cases,  one of its  affiliates)
which at the time of such transaction would have a market value of two times the
Purchase Price (such right being called the "Merger Right").

                  In the event that any person shall become an Acquiring  Person
and subject to the availability of Common Stock,  proper provision shall be made
so that each holder of a Right will  thereafter  have the right to  receive,  in
lieu of shares of  Preferred  Stock,  upon  exercise  that  number of shares (or
fractional  shares)  of  Common  Stock  having a market  value of two  times the
Purchase Price,  subject to the availability of a sufficient  number of treasury
shares  or  authorized  but  unissued   shares  (such  right  being  called  the
"Subscription  Right").  The holder of a Right will  continue to have the Merger
Right unless and until such holder exercises the Subscription Right.

                  Any Rights that are beneficially  owned by an Acquiring Person
or an Affiliate or an Associate of an Acquiring Person will become null and void
upon the  occurrence of any of the events giving rise to the  exercisability  of
the Merger  Right or the  Subscription  Right and any holder of such Rights will
have no right to exercise  such Rights from and after the  occurrence of such an
event insofar as they relate to the Merger Right or the Subscription Right.

                  With certain exceptions,  no adjustments in the Purchase Price
will be required until cumulative  adjustments require an adjustment of at least
1% in such  Purchase  Price.  No  fractional  shares will be issued.  In lieu of
fractional  shares, an adjustment in cash will be made based on the market price
of the  Preferred  Stock  or the  Common  Stock  as the  case may be on the last
trading date prior to the date of exercise.

                                      -3-
At any time prior to a Person becoming an Acquiring  Person or
January 6, 2008, the Company's Board of Directors may elect to redeem the Rights
in whole,  but not in part,  at a price of $.001 per  Right.  Additionally,  the
Continuing  Directors  may redeem the  outstanding  Rights in whole,  but not in
part,  at a price of $.001 per Right  and prior to an event  giving  rise to the
Merger  Right (i)  following  a change in a  majority  of the  Directors  of the
Company or (ii) following the Stock Acquisition  Date,  provided that either (a)
the Acquiring  Person reduces its  beneficial  ownership to less than 20% of the
voting power of the Company in a manner satisfactory to the Continuing Directors
and there are no more Acquiring Persons, or (b) such redemption is incidental to
a merger or other business  combination  involving the Company but not involving
the  Acquiring  Person.  Immediately  upon the action of the Board of  Directors
electing to redeem the Rights, the Company shall make announcement  thereof, and
the right to  exercise  the  Rights  will  terminate  and the only  right of the
holders of Rights will be to receive the redemption price.

                  At any time  after a Person  becomes an  Acquiring  Person but
prior to such time that any Person becomes the  beneficial  owner of 50% or more
of the outstanding  shares of the Company's  Common Stock, the Company may elect
to effect a full or partial exchange of Rights for the Company's Common Stock at
an initial exchange ratio of one share of Common Stock for each Right exchanged.
Alternatively,  the  Company may elect to effect the  exchange  of Rights  using
Preferred Stock at an initial exchange ratio of one  one-hundredth of a share of
Preferred Stock for each Right exchanged.

                  The Preferred  Stock  purchasable  upon exercise of the Rights
will be  non-redeemable  and junior to any other series of  preferred  stock the
Company may issue (unless otherwise  provided in the terms of such stock).  Each
share of Preferred Stock will have a preferential dividend in an amount equal to
the greater of $.05 per share or 100 times any  dividend  declared on each share
of Common Stock.  In the event of  liquidation,  the holders of Preferred  Stock
will receive a preferred liquidation payment equal to the greater of $.25 or 100
times the payment made per each share of Common Stock. Each one one-hundredth of
a share of Preferred  Stock will have one vote,  voting together with the shares
of Common Stock. In the event of any merger,  consolidation or other transaction
in which shares of Common  Stock are  exchanged,  each share of Preferred  Stock
will be  entitled  to receive  100 times the  amount  and type of  consideration
received  per share of Common  Stock.  The rights of the  Preferred  Stock as to
dividends,   liquidation   and   voting,   and  in  the  event  of  mergers  and
consolidations,  are protected by customary anti-dilution provisions. Fractional
shares of Preferred Stock in integral  multiples of one one-hundredth of a share
of  Preferred  Stock  will be  issuable;  however,  the  Company  may  elect  to
distribute  depositary  receipts in lieu of such fractional  shares.  In lieu of
fractional  shares other than fractions that are multiples of one  one-hundredth
of a share,  an adjustment in cash will be made based on the market price of the
Preferred Stock on the last trading date prior to the date of exercise.

                  Until a Right is exercised,  the holder thereof, as such, will
have no rights as a stockholder of the Company,  including,  without limitation,
the right to vote or to receive dividends.

                  The  foregoing  description  of the Rights is qualified in its
entirety  by  reference  to the  Rights  Agreement,  a copy of which is filed as
Exhibit 4.1 to this  Current  Report on Form 8-K and  incorporated  by reference
herein.

                                      -4-
Item 7.           Financial Statements and Exhibits

                  (c)      Exhibits
                           --------

                  Item         Exhibit

                  4.1          Rights Agreement, dated  as of November 13, 1997,
                               between A. P. Green  Industries, Inc. and  Harris
                               Trust and Savings Bank, filed as Exhibit 1 to the
                               Company's Registration Statement on Form 8-A,
                               dated January 2, 1998, is incorporated herein by
                               reference.

                  99.1         Press Release, dated January 6, 1998.

                                      -5-
SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Dated:  January 5, 1998

                                       A.P. GREEN INDUSTRIES, INC.

                                       By:/s/Paul F. Hummer, II
                                          --------------------------------------
                                          Paul F. Hummer, II
                                          Chairman of the Board, Chief Executive
                                          Officer and President

                                      -6-
EXHIBIT INDEX

Exhibit
Number                                 Description
------                                 -----------

 4.1              Rights Agreement, dated as of November 13, 1997, between A. P.
                  Green Industries, Inc. and Harris Trust and Savings Bank, 
                  filed as Exhibit 1 to the Company's Registration Statement on
                  Form 8-A, dated January 2, 1998, is incorporated herein by
                  reference.

99.1              Press Release, dated January 6, 1998.