<PAGE>  1

As filed with the Securities and Exchange Commission on June 13, 1997
                                        Registration No. __-______
__________________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                   _________________________

                            Form S-8
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
                   _________________________

                       MEDUSA CORPORATION
     (Exact name of registrant as specified in its charter)


                Ohio                                              34-039-4630
(State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization) 

     3008 Monticello Boulevard
      Cleveland Heights, Ohio                                           44118
(Address of Principal Executive Offices)                            (Zip Code)


                       MEDUSA CORPORATION
                 1991 LONG-TERM INCENTIVE PLAN
                    (Full title of the plan)


                  John P. Siegfried, Secretary
                       Medusa Corporation
                   3008 Monticello Boulevard
                 Cleveland Heights, Ohio 44118
            (Name and address of agent for service)


                         (216) 371-4000
 (Telephone number, including area code, of agent for service)


                CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                      Proposed     Proposed
                                                      maximum      maximum
       Title of                    Additional         offering     aggregate      Amount of
      securities                   Amount to          price per    offering       registration
   to be registered                be registered      share(1)     price(1)       fee
<S>                                <C>                <C>          <C>            <C>
----------------------------------------------------------------------------------------------
Common Shares, without par value   800,000 shares     $28.8125     $23,050,000    $6,985
</TABLE>

      (1)Inserted  solely  for  the purpose  of  calculating  the
registration fee pursuant to Rule 457(h).  The fee is calculated,
as to the 800,000 shares, on the basis of the average of the high
and low prices for the Registrant's Common Shares reported on the
New  York  Stock Exchange-Composite Tape on May 6, 1996 ($28.8125
per share) (see attached).
_______________________________________________________________________________

<PAGE>  2
                                  PART I
                                     
PROSPECTUS
                                     
                            MEDUSA CORPORATION
                                     
OFFERED AS SET FORTH HEREIN TO OFFICERS AND CERTAIN KEY EMPLOYEES OF MEDUSA
   CORPORATION, ("MEDUSA" OR THE "COMPANY") AND ITS SUBSIDIARY COMPANIES
                        PURSUANT TO THE FOLLOWING:
                                     
                         _________________________
                                     
                                     
                       1991 LONG-TERM INCENTIVE PLAN
                          (800,000 COMMON SHARES,
                            WITHOUT PAR VALUE)
                                     
                                     
                         _________________________
                                     
                                     
 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
   ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                             CRIMINAL OFFENSE.
                                     
                           ____________________
                                     
               THE DATE OF THIS PROSPECTUS IS JUNE 13, 1997.


                                    I-1

                                                                           
<PAGE>  3
             THIS MATERIAL CONSTITUTES PART OF THE PROSPECTUS
                        COVERING THESE SECURITIES,
       WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

                            MEDUSA CORPORATION

SUMMARY OF THE PLAN

      The  Board  of  Directors  of  Medusa Corporation  ("Medusa"  or  the
"Company")  adopted  a  new incentive benefit plan on  February  25,  1991,
believing  that  the  continuation of a sound long-term  incentive  benefit
program  was in the best interests of Medusa in its continuing  efforts  to
attract and retain highly competent employees and to act as an incentive in
motivating  selected officers and other key employees  of  Medusa  and  its
subsidiaries to achieve long-term corporate objectives.  The 1991 Long-Term
Incentive  Plan  of Medusa Corporation ("1991 Plan") was  approved  by  the
shareholders of Medusa at the Annual Meeting of Shareholders held on May 6,
1991.  The 1991 Plan allows the Organization and Compensation Committee  of
the  Board of Directors (the "Committee") the flexibility to award  various
types of long-term compensation incentives.  Such grants may, but need not,
be  based  upon criteria such as increased shareholder value, earnings  per
share,  return  on  investment, return on shareholders'  equity  and  other
company and individual performance goals.

      The  1991 Plan may be amended, modified or terminated at any time  by
action  of  the Board of Directors of the Company and, with the consent  of
the  participant,  any  outstanding agreement  or  award  may  be  amended,
modified or terminated by action of the Committee.  Shareholder approval is
required for any modification which would (i)  increase the total number of
Medusa  Corporation Common Shares, without par value (the "Common Shares"),
with respect to which options may be granted, (ii)  change the employees or
class  of  employees  to whom options may be granted or  (iii)   materially
increase  the  benefits  accruing  to participants  under  the  1991  Plan.
Notwithstanding the foregoing, Common Shares that are reserved for issuance
pursuant to the 1991 Plan are appropriately and proportionately adjusted to
reflect  any  stock dividend, stock split or other change in the  Company's
capitalization.  The 1991 Plan has no fixed expiration date.  The Committee
is  authorized to establish expiration and exercise dates on  an  award-by-
award  basis.  However, for the purpose of awarding Incentive Stock Options
under  Section 422A of the Code, the 1991 Plan will expire on May 6,  2001,
which is ten years from the date of shareholder approval.  The 1991 Plan is
not  subject  to any provisions of the Employee Retirement Income  Security
Act of 1974.


PLAN ADMINISTRATION

      The  1991 Plan is administered by the Committee.  The members of  the
Committee  are appointed by the full Board of Directors of the Company  for
one-year  terms.   All  Committee members are  ineligible,  and  have  been
ineligible for a period of at least one year prior to their appointment, to
participate in the 1991 Plan or any other restricted stock, stock option or
stock appreciation right plan of the Company or any of its affiliates.  The
names  of  the members of the Committee who presently administer  the  1991
Plan are:

                              Dorsey R. Gardner
                              Jean Gaulin
                              Dwight C. Minton
                              Boris Yavitz, Chairman

                                    I-2


<PAGE>  4
      Each  of  the  members  and the Committee maintains  an  address  for
correspondence  with respect to Committee business at the  offices  of  the
Company, at 3008 Monticello Boulevard, Cleveland Heights, Ohio 44118.

      Subject  to  the  express terms of the 1991 Plan, the  Committee  has
conclusive  authority  to  construe  and  interpret  the  1991  Plan,   any
restricted  stock,  stock  option  or stock  appreciation  right  agreement
entered  into  thereunder, and to establish, amend and  rescind  rules  and
regulations for its administration.  The Committee also has such additional
authority with respect to the 1991 Plan as the Board of Directors may  from
time-to-time determine to be necessary or desirable.


PRINCIPAL FEATURES OF THE 1991 PLAN

     AMOUNT OF STOCK - The 1991 Plan currently provides for awards of up to
2,300,000  shares, subject to anti-dilution adjustments upon the occurrence
of  significant corporate events.  The shares to be offered under the  1991
Plan  will be either authorized and unissued shares or issued shares  which
have been reacquired by Medusa.

      ELIGIBILITY AND PARTICIPATION - All officers and Committee-designated
key  employees  of  Medusa or any subsidiary are eligible  to  participate,
including  officers who are also Directors of Medusa or  its  subsidiaries.
The  Committee may also grant awards to non-employees who, in the  judgment
of  the  Committee,  render significant service to Medusa  or  any  of  its
subsidiaries. With respect to future awards, at the time of the  filing  of
this Registration Statement, the Committee has made no determination as  to
the  particular  officers  and key employees to  whom  long-term  incentive
benefits  under  the  1991  Plan  will  be  made,  the  type  of  incentive
compensation  under the 1991 Plan which will be awarded or  the  number  of
share benefits which will be awarded to any person.


RESTRICTED SHARE COMPONENT OF THE 1991 PLAN

      The  Committee  may award to a participant Common Shares  subject  to
specified  restrictions  ("Restricted  Shares").   Restricted  Shares   are
subject  to  forfeiture if the participant does not meet certain conditions
such  as  continued  employment  over a specified  forfeiture  period  (the
"Forfeiture Period") and/or the attainment of specified performance targets
over  the Forfeiture Period.  The terms and conditions of Restricted  Share
awards  are  determined by the Committee, provided that,  unless  otherwise
determined  by the Board, the specified Forfeiture Period may not  be  less
than one year.

      Participants who have been awarded Restricted Shares will have all of
the rights of a holder of outstanding Common Shares, including the right to
vote  such shares and to receive dividends.  During the Forfeiture  Period,
Restricted Shares are nontransferable and may be held in custody by  Medusa
or its designated agent, or if the certificate is properly legended, by the
participant.    Upon  the  lapse  or  release  of  all   restrictions,   an
unrestricted certificate will be provided to the participant.

     The Committee, at its sole discretion, may waive all restrictions with
respect  to a Restricted Share award under certain circumstances (including
the death, disability, or retirement of a participant, or a material change
in circumstances arising after the date of grant) subject to such terms and
conditions  as  it deems appropriate.  However, only the  Board  may  waive
restrictions within one year of the date of grant.

                                    I-3


<PAGE>  5
STOCK OPTION COMPONENT OF THE 1991 PLAN

      The Committee may grant to a participant non-qualified stock options,
Incentive Stock Options or a combination thereof.  The terms and conditions
of  stock option grants including the quantity, price, waiting periods, and
other   conditions  on  exercise  will  be  determined  by  the  Committee.
Incentive Stock Option grants are made in accordance with Section  422A  of
the Code.

      The  exercise  price  for stock options will  be  determined  by  the
Committee  at  its discretion, provided that the exercise  price  for  each
Incentive  Stock Option is at least equal to 100% of the fair market  value
of  a  Common  Share on the date when the stock option is granted.   Unless
otherwise  authorized  by  the Board, generally  no  stock  option  may  be
exercised prior to six months from the date of grant.

      Upon  a  participant's termination of employment for any reason,  any
stock  options which were not exercisable on the participant's  termination
date will expire.  In the case of a participant who retires from Medusa and
continues  to  render significant services to Medusa after retirement,  the
Committee,  at  its  discretion, may permit the  period  during  which  the
participant continues to render such services to Medusa to count toward the
participant's vesting requirement with respect to stock options  that  were
not exercisable at the time of the participant's termination of employment.

     Except with respect to stock option awards made by the Committee after
May  9,  1994  to the Chairman and President ("Senior Executive  Officers";
whose awards continue to survive on a post-employment basis for the balance
of the exercise period), upon a participant's termination of employment for
reasons  other  than death, disability or normal retirement, stock  options
which  were  exercisable on the participant's termination date will  expire
three months from the date of termination, unless the right to exercise the
options is extended by the Committee at its discretion.  In general, upon a
participant's  termination  by  reason  of  death,  disability  or   normal
retirement,  stock  options  which were exercisable  on  the  participant's
termination  date may continue to be exercised by the participant  (or  the
participant's beneficiary) for a period of five years from the date of  the
participant's termination of employment.

      Subject  to the Committee's discretion, payment for Common Shares  on
the  exercise  of  stock  options may be made in  cash,  Common  Shares,  a
combination of cash and Common Shares or in any other form of consideration
acceptable  to  the  Committee (including one or more  "cashless"  exercise
forms).   The  Committee has the discretion to cause  Medusa  to  assist  a
participant in exercising stock options by lending sufficient cash  to  the
participant  or by guaranteeing a participant's bank loan.  In such  event,
Medusa  would  hold  the shares acquired upon exercise  of  the  option  as
security  for  repayment  of the loan.  On March 27,  1995,  the  Board  of
Directors   approved  a  non-substantive  amendment  to  the   1991   Plan,
authorizing  an  annual  limitation of 100,000 in  the  issuance  of  stock
options  to  a participant, thereby qualifying such awards as "performance-
based compensation" under Section 162(m) of the Code.


STOCK APPRECIATION RIGHT COMPONENT OF THE 1991 PLAN

      Stock Appreciation Rights ("SARs") may be granted by the Committee to
a  participant  either separate from or in tandem with non-qualified  stock
options or Incentive Stock Options.  SARs may be granted at the time of the
stock  option  grant or, with respect to non-qualified  stock  options,  at
anytime  prior  to the exercise of the stock option.  An SAR  entitles  the
participant  to  receive, upon its exercise, a payment equal  to  (i)   the
difference  between the SAR exercise price and the fair market value  of  a
Common  Share on the exercise date, times (ii)  the number of Common Shares
with  respect to which the SAR is exercised.  Upon exercise of an 
                                    I-4


<PAGE> 6
SAR with respect  to Common Shares, the number of Common Shares covered by 
the  SARs related stock option, if any, are correspondingly reduced.

     SARs granted in tandem with options are generally governed by the same
terms  and  conditions as govern the related stock option and may  only  be
exercised to the extent the related stock option is exercisable.   However,
SARs  which  are  granted in tandem with previously  granted  non-qualified
stock options cannot be exercised prior to six months from the date of  the
SAR grant.

      The  exercise price of an SAR is determined by the Committee, but  in
the case of SARs granted in tandem with stock options, may not be less than
the  exercise price of the related stock option.  Upon exercise of an  SAR,
payment will be made in cash or Common Shares, or a combination thereof, as
determined  at  the discretion of the Committee.  On March  27,  1995,  the
Board  of Directors approved a non-substantive amendment to the 1991  Plan,
authorizing an annual limitation of 100,000 in the issuance of  SARs  to  a
participant,   thereby   qualifying  such  awards   as   "performance-based
compensation" under Section 162(m) of the Code.  (Note: Through  April  21,
1997, the Committee has not awarded any SARs under the 1991 Plan.)


PERFORMANCE AWARD COMPONENT OF THE 1991 PLAN

      The Committee may grant performance awards to participants under such
terms  and  conditions as the Committee deems appropriate.   A  performance
award  entitles a participant to receive a payment from Medusa, the  amount
of  which is based upon the attainment of predetermined performance targets
over  a  specified  award  period.   Performance  awards  may  be  made  in
conjunction with Restricted Share awards.  Performance awards may  be  paid
in  cash,  Common  Shares or a combination thereof, as  determined  by  the
Committee.

      Award periods will be established at the discretion of the Committee.
The  performance targets will also be determined by the Committee and  may,
but  need  not  include specified levels of earnings per share,  return  on
investment, return on shareholders' equity and/or such other goals  related
to  the Company's or the individual's performance as are deemed appropriate
by  the  Committee.   When  circumstances occur which  cause  predetermined
performance  targets  to be an inappropriate measure  of  achievement,  the
Committee, at its discretion, may adjust the performance targets.

      If  the minimum performance targets established by the Committee  are
not  met,  no  payment will be made to the participant.  If the performance
targets  are fully achieved, 100% of the performance award will be paid  to
the  participant.  The Committee may also provide for payment of up to 150%
of  a  performance  award  for achievement which  exceeds  the  performance
targets.

      If  a  participant terminates employment prior to the end of an award
period,  the  participant  generally  will  forfeit  all  rights   to   any
performance  award,  unless  otherwise  provided  by  the  Committee.   The
Committee, at its discretion, may determine to pay all or any portion of  a
performance award to a participant who has terminated employment  prior  to
the  end  of an award period under certain circumstances (including  death,
disability, retirement or a material change in circumstances arising  after
the  date  of grant), provided that the participant completed at least  one
year  of  employment  following the grant of  the  award.   The  Board  may
determine  to pay all or a portion of a performance award to a  participant
who  has  terminated employment less than one year following  the  date  of
grant.


                                    I-5


<PAGE> 7
OTHER AWARDS

      The  Committee  is authorized to grant any other cash awards,  Common
Share awards or other types of awards which are valued in whole or in  part
by  reference  to the value of Common Shares.  The terms and conditions  of
such  awards  and  the  participants  eligible  for  such  awards  will  be
determined by the Committee at its discretion.


SHARES SUBJECT TO THE 1991 PLAN

      Effective May 6, 1996, up to 2,300,000 Common Shares in the aggregate
became available for issuance by the Committee under the 1991 Plan, subject
to  further  adjustment for any change in the Common Shares (including  any
change  which would result in a substantial dilution or enlargement of  the
rights  or economic benefit inuring to holders of shares or options  issued
under  the  1991  Plan).  Shares or options which, from  time-to-time,  are
awarded by the Committee under the 1991 Plan will be made available  either
from  authorized  and  unissued Common Shares  or  from  reacquired  Common
Shares,  including  shares purchased in the open  market.   If  any  Common
Shares  awarded under the 1991 Plan are reacquired by the Company  pursuant
to  the  forfeiture  provisions of the 1991 Plan, such shares  shall  again
become  available for use under the 1991 Plan and shall be regarded as  not
having been previously awarded.


AWARDS UNDER THE 1991 PLAN

      With  respect to the fiscal years 1991, 1992, 1993, 1994, 1995,  1996
and  1997,  the  Committee  awarded under the 1991  Plan,  82,500,  82,500,
112,500,   79,950,   112,820,   91,000  and   99,000   Restricted   Shares,
respectively, and 130,125, 153,750, 174,750, 246,000, 247,000, 263,000  and
294,000  stock options, respectively, all at fair market value on the  date
of award, under award terms listed in detail as follows:

     a)   RESTRICTED STOCK AWARDED FROM 1991 THROUGH 1997

           PERFORMANCE  RESTRICTED SHARES AWARDED IN 1991  AND  1992  -  In
     respect to the fiscal 1991 and fiscal 1992 awards, and pursuant to the
     Performance  Restricted Share Agreements between the Company  and  the
     participants, 50% of each share award is restricted until a test  date
     2  1/2  years  from  the date of the award and 50%  of  the  award  is
     restricted until a test date 5 years from the date of the  award.   In
     order  for  the shares restriction to lapse, the Growth  Rate  of  the
     Common  Shares  on a test date must meet or exceed, cumulatively,  15%
     per  annum  over  the award price. (The term "Growth  Rate",  includes
     market  value  appreciation, distributions and  dividends.)    If  the
     restrictions on the initial 50% of the share award fail  to  lapse  on
     the 2 1/2-year test date, then such portion is not forfeit until it is
     retested  on  the 5-year test date.  By agreement, upon the  lapse  of
     restrictions, the Company will provide additional compensation ("Gross
     up")  in an amount sufficient to pay the recipient's tax liability  on
     the Performance Restricted Shares.

           PERFORMANCE  RESTRICTED SHARES AWARDED IN 1993  AND  1994  -  In
     respect to the fiscal 1993 and fiscal 1994 awards, and pursuant to the
     Performance  Restricted Share Agreements between the Company  and  the
     participants, 50% of each share award is restricted until a test  date
     2  1/2  years  from  the date of the award and 50%  of  the  award  is
     restricted until a test date 5 years from the date of the  award.   In
     order  for the share restrictions to lapse, two requirements  must  be
     met:  a) the value of a Common Share (adjusted for stock distribution,
     but not reflecting dividends) may not decline from the date of the award 
     
                                    I-6


<PAGE> 8
     to a test date; and b) the Common Share Growth Rate must meet or exceed
     125% of the Growth Rate of the Standard and Poor's 500 Composite, when 
     measured from the date of the award to a test date.  If the restrictions 
     on the initial 50% of the share award fail to lapse on  the 2 1/2-year 
     test date, then such portion is not  forfeit until it is retested on 
     the 5-year test date.  By agreement, upon the lapse of restrictions, 
     the Company will Gross-up participants' compensation.  On May 9, 1994, 
     the shareholders approved the  material terms of  performance  goals 
     contained in the  fiscal  1993  and  1994 Performance Restricted Share 
     awards, thereby qualifying such awards as "performance-based compensation"
     under Section 162(m) of the Code.

           AIP  RESTRICTED SHARES AWARDED IN 1994 AND 1995 - In fiscal 1994
     and  1995,  the  Committee authorized the executive  officers  of  the
     Company  to  elect to take their 1993 and 1994 Annual  Incentive  Plan
     awards, respectively, in time-based Restricted Shares instead of cash,
     with  a  2-year  share restriction period, an election  under  Section
     83(b) of the Code and a Gross-up.

           RESTRICTED SHARES AWARDED IN 1995, 1996 AND 1997 - In respect to
     the  fiscal 1995, 1996 and 1997 awards, and pursuant to the Restricted
     Share  Agreements between the Company and the participants, the number
     of  Restricted  Shares awarded (restricted for a period  of  up  to  5
     years)  is  divided into two portions, as follows:  a) a  Supplemental
     Executive  Retirement Plan ("SERP")-Equivalent portion, consisting  of
     time-based Restricted Shares (with the number awarded to be determined
     by  the Company's actuary, based upon the terms and conditions of  the
     Company's SERP-Equivalent Plan), and b) a Performance Restricted Share
     portion, the balance of the award, which consists of performance-based
     shares.  A one-fifth portion of the Performance Restricted Share award
     is  thereafter tested in each year during the restriction period.   In
     order  for the share restrictions to lapse, two requirements  must  be
     met:    (i)   the  value  of  a  Common  Share  (adjusted  for   stock
     distributions, but not reflecting dividends) may not decline from  the
     date  of  the  award to a test date; and (ii) the Common Share  Growth
     Rate must meet or exceed 110% of the Growth Rate of a "Cement Industry
     Peer  Group", when measured from the date of the award to a test date.
     There  is  also  a  provision for "Partial  Lapses"  with  respect  to
     proportionate  amounts of the shares in 10% increments  if  more  than
     101%,  but  less than 110% of the performance objective  is  attained.
     (i.e.,  a  101%  Growth  Rate causes the restrictions  to  lapse  with
     respect  to 10% of the shares, etc.).  If the restrictions on  all  or
     part  of any one-fifth portion of the share award fails to lapse, then
     such  portion or portions are not forfeit until they are retested,  as
     applicable, during the 5-year restriction period.  By agreement,  upon
     the  lapse  of  restrictions  on Performance  Restricted  Shares,  the
     Company will Gross-up participants' compensation.  On May 6, 1996, the
     shareholders   approved  the  material  terms  of  performance   goals
     contained  in  the  fiscal 1995, 1996 and 1997 Performance  Restricted
     Share  awards,  thereby  qualifying such awards as  "performance-based
     compensation" under Section 162(m) of the Code.

           GENERAL  -  The recipient of an award of Restricted Shares  will
     not,  with  respect  to  such  award,  be  deemed  to  have  become  a
     participant  or to have any rights with respect to such award,  unless
     and  until  such  recipient executes an agreement or other  instrument
     evidencing the award and delivers a fully executed copy thereof to the
     Company  and  otherwise complies with the then  applicable  terms  and
     conditions of such award.

           Each  participant  will be issued a certificate  in  respect  of
     Restricted Shares awarded under the 1991 Plan.  Such certificate  will
     be  registered  in  the  name of the participant,  and  will  bear  an
     appropriate legend referring to the terms, conditions and restrictions
     applicable to such award substantially in the following form:


                                    I-7

<PAGE>  9
                     "The transferability of this certificate and  the
          Common  Shares represented hereby are subject to  the  terms
          and   conditions  (including  forfeiture)  of   the   Medusa
          Corporation  1991 Long-Term Incentive Plan and an  Agreement
          entered  into  between  the  registered  owner  and   Medusa
          Corporation.  Copies of such Plan and Agreement are on  file
          in  the  offices of the Secretary, Medusa Corporation,  3008
          Monticello Boulevard, Cleveland Heights, Ohio 44118."

           All  certificates for Restricted Shares delivered under the Plan
     will be subject to such stop-transfer orders and other restrictions as
     the  Committee  may deem advisable under the rules,  regulations,  and
     other  requirements  of  the Securities and Exchange  Commission  (the
     "Commission"),  any stock exchange upon which the  Common  Shares  are
     then  listed and any applicable federal or state securities laws,  and
     the  Committee may cause a legend or legends to be placed on any  such
     certificates to make appropriate reference to such restrictions.

          The Committee may adopt rules which provide that the certificates
     evidencing such Restricted Shares may be held in custody by a bank  or
     other institution, or that the Company may itself hold such Restricted
     Shares in custody, until the restrictions thereon have lapsed and  may
     require,  as a condition of any award, that the participant deliver  a
     stock  power endorsed in blank relating to the shares covered by  such
     award.

          Recipients of awards under the 1991 Plan are not required to make
     any  payment  or  provide consideration other than  the  rendering  of
     services  to  the Company in connection with the award  of  Restricted
     Shares under the 1991 Plan.

           RESTRICTIONS  -  With  respect to the up to  5-year  restriction
     period  for  the SERP-Equivalent Restricted Shares and the Performance
     Restricted Shares and the 2-year restriction period for the AIP  Award
     Restricted Shares described above commencing with the date of an award
     (the  "Restriction Period"), a participant will not  be  permitted  to
     sell,  transfer, pledge or assign Restricted Shares awarded to him  or
     her.  Any attempt to dispose of Restricted Shares in a manner contrary
     to  such restrictions shall be ineffective.  However, no provisions of
     the  1991  Plan preclude a participant from exchanging any  Restricted
     Shares for any other Common Shares that are similarly restricted.

           FORFEITURE  OF  RESTRICTED  SHARES  -  Except  with  respect  to
     Restricted  Shares awards made by the Committee after May 9,  1994  to
     Senior Executive Officers (whose awards continue to survive on a post-
     employment  basis  for  the balance of the Restriction  Period),  upon
     termination of employment during the Restriction Period for any reason
     or upon the end of the Restriction Period, in either case prior to the
     lapse  or  termination of the relevant restrictions, all shares  still
     subject  to restriction will be forfeited by the participant and  will
     be  reacquired  by  the  Company.  In the  event  of  a  participant's
     retirement,  permanent  total disability, or death,  or  in  cases  of
     special  circumstances, in its sole discretion, when it finds  that  a
     waiver  would  be in the best interests of the Company, the  Committee
     may  waive in whole or in part any or all remaining restrictions  with
     respect to such participant's Restricted Shares.

           In  the event of a change in control of the Company, any and all
     remaining  restrictions  with respect to  a  participant's  Restricted
     Shares  shall lapse.  For purposes of the 1991 Plan, the term  "Change
     in Control" means any of the following events:


                                    I-8


<PAGE> 10
                     "(a)  The acquisition, other than from the Company, by
          any  individual, entity or group (within the meaning  of  Section
          13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership
          (within  the meaning of Rule 13d-3 promulgated under the Exchange
          Act) of 20% or more of either (i)  the Outstanding Company Common
          Shares or (ii)  the Company Voting Securities; provided, however,
          that the following shall not constitute a Change in Control:  any
          acquisition  by  (A)  the Company or any of its Subsidiaries,  or
          any  employee  benefit  plan  (or  related  trust)  sponsored  or
          maintained by the Company or any of its Subsidiaries, or (B)  any
          corporation  with  respect to which, following such  acquisition,
          more  than  60%,  respectively, of the  then  outstanding  common
          shares  of such corporation and the combined voting power of  the
          then  outstanding voting securities of such corporation  entitled
          to   vote  generally  in  the  election  of  directors  is   then
          beneficially   owned,   directly  or  indirectly,   by   all   or
          substantially all of the individuals and entities  who  were  the
          beneficial  owners,  respectively,  of  the  Outstanding  Company
          Common Shares and Company Voting Securities immediately prior  to
          such  acquisition in substantially the same proportion  as  their
          ownership,  immediately  prior  to  such  acquisition,   of   the
          Outstanding  Company Common Shares and Company Voting Securities,
          as the case may be; or

                     (b)   Individuals who constitute the  Incumbent  Board
          cease for any reason to constitute in excess of two-thirds of the
          Board; provided, however, that any individual becoming a director
          subsequent to February 25, 1991 whose election or nomination  for
          election  by  the Company was approved by a vote of  at  least  a
          majority  of  the  directors then comprising the Incumbent  Board
          shall  be  considered as though such individual were a member  of
          the  Incumbent Board, but excluding, for this purpose,  any  such
          individual  whose initial assumption of office is  in  connection
          with  an  actual or threatened election contest relating  to  the
          election of members of the Board; or

                     (c)  Approval by the shareholders of the Company of  a
          reorganization, merger or consolidation ("Merger"),  unless,  all
          or substantially all of the individuals and entities who were the
          respective  beneficial owners of the Outstanding  Company  Common
          Shares  and  Company Voting Securities immediately prior  to  the
          Merger,  following such Merger do beneficially own,  directly  or
          indirectly,  more than 60%, respectively, of the then outstanding
          common  shares  and  the  combined  voting  power  of  the   then
          outstanding voting securities entitled to vote generally  in  the
          election  of  directors, as the case may be, of  the  corporation
          which  results  from  the  Merger,  in  substantially  the   same
          proportion  as their ownership of the Outstanding Company  Common
          Shares  and  Company  Voting Securities,  as  the  case  may  be,
          immediately prior to the Merger.

                    (d)  Approval by the shareholders of the Company of (i)
          a  complete liquidation or dissolution of the Company or (ii)   a
          sale  or  other disposition of all or substantially  all  of  the
          assets of the Company other than to a corporation with respect to
          which,  following  such  sale  or  disposition,  more  than  60%,
          respectively,  of  the  then outstanding common  shares  and  the
          combined  voting power of the then outstanding voting  securities
          entitled to vote generally in the election of directors  is  then
          owned   beneficially,   directly  or  indirectly,   by   all   or
          substantially all of the individuals and entities  who  were  the
          beneficial  owners,  respectively,  of  the  Outstanding  Company
          Common Shares and Company Voting Securities immediately prior  to
          such sale or disposition in substantially the same proportion  as
          their  ownership  of the Outstanding Company  Common  Shares  and
          Company Voting Securities, as the case may be, immediately  prior
          to such sale or disposition."


                                    I-9


<PAGE> 11
           In  the  event  of a Change in Control, stock options  and  SARs
     immediately  become exercisable, the restrictions  on  all  Restricted
     Shares  lapse  and all performance awards immediately become  payable.
     The 1991 Plan contains special provisions regarding the exercisability
     of  stock  options  and SARs in the event of a Change  in  Control  by
     individuals  subject  to Section 16(b) of the  Exchange  Act  (certain
     officers and directors).

           DIVIDENDS  AND  OTHER RIGHTS - With respect  to  the  Restricted
     Shares,  the participant shall have all of the rights of a shareholder
     of  the Company, including the right to vote the Restricted Shares and
     receive  cash dividends and other distributions with respect  thereto;
     provided nonetheless, that share distributions shall be subject to the
     same restrictions as the Restricted Shares.

           MISCELLANEOUS - No employee or other person will have any  claim
     or  right  to  be granted Restricted Shares under the 1991  Plan,  and
     neither  the  1991  Plan  nor  any action  taken  thereunder  will  be
     construed  as  giving any participant, recipient,  employee  or  other
     person  any right to be retained in the employ of the Company.  Income
     realized  as  a result of an award of Restricted Shares  will  not  be
     included in the participant's earnings for the purpose of any  benefit
     plan  in  which  the  participant may be enrolled  or  for  which  the
     participant   may   become  eligible  unless  otherwise   specifically
     authorized in such plan.

           RESTRICTIONS  ON RESALE OF COMMON SHARES - Under the  Securities
     Act  of 1933, as amended (the "Securities Act"), persons participating
     in  the 1991 Plan who are deemed to be "Affiliates" of the Company are
     restricted  in the resale of the Common Shares owned by them  (whether
     such shares are acquired pursuant to the Plan or otherwise and even if
     the  shares  are  not, or are no longer, subject  to  the  contractual
     transferability  restriction discussed above).  For this  purpose,  an
     "Affiliate" of the Company is any person who controls the Company,  is
     controlled  by  the  Company,  or is under  common  control  with  the
     Company,   whether  directly  or  indirectly  through  one   or   more
     intermediaries.  A corporation's Affiliates would usually include  all
     persons  whose security holdings are substantial enough to affect  its
     management.   Also,  all  directors  and  executive  or  policy-making
     officers are presumed to be Affiliates.  Resales by Affiliates may  be
     made  only  pursuant to an effective registration statement under,  or
     pursuant  to an exemption from, the registration requirements  of  the
     Securities Act.  One such exemption is provided for certain  "brokers'
     transactions"  that comply with all the conditions set forth  in  Rule
     144 of the Commission.  No registration statement covering resales  by
     Affiliates is currently anticipated to be filed.

     b)   STOCK OPTIONS AWARDED FROM 1991 THROUGH 1997

           GENERAL - The terms and conditions of the stock options  awarded
     under  the 1991 Long-Term Incentive Plan are similar to the terms  and
     conditions  of  the  awards under the Medusa  Corporation  1988  Stock
     Option  Plan.   The  fiscal 1991 through fiscal 1994  awards  of  non-
     qualified  stock options were granted for a period of five  years  and
     the fiscal 1995, 1996 and 1997 stock option awards were granted for  a
     period of ten years and are exercisable starting one year from date of
     grant at a cumulative rate of 50% of the total shares available during
     the  second year, 75% during the third year and 100% thereafter.   The
     recipient of an award of stock options will not, with respect to  such
     award,  be  deemed to have become a participant or to have any  rights
     with  respect to such award, unless and until such recipient  executes
     an  agreement or other instrument evidencing the award and delivers  a
     fully executed copy thereof to the Company and otherwise complies with
     the then applicable terms and conditions.

                                    I-10


<PAGE> 12
           ELIGIBILITY AND PARTICIPATION - All key employees of the Company
     or  any  majority-owned  subsidiary will be eligible  to  participate,
     including  officers  or employees who may also  be  directors  of  the
     Company  or of any of its subsidiaries, but not including any employee
     who  owns  more  than  10% of the shares of the Company  or  any  such
     subsidiary.   The Committee, in its discretion upon the recommendation
     of  management, will determine those employees who, as key  employees,
     shall be granted stock options in such amounts as may be determined by
     the Committee.

           PURCHASE  PRICE - Incentive Stock Options will be granted  at  a
     price  not  less  than 100% of the average fair market  value  of  the
     shares  on  the  date of grant.  Shares available  for  option  or  so
     optioned  and the option price thereof will be increased or  decreased
     proportionately for any share split, share dividends or other  similar
     share  adjustment.   The Committee may make appropriate  discretionary
     adjustments  or  conversion  for  any  future  mergers,  exchanges  of
     securities, reorganizations, liquidations in whole or in part  or  any
     other  corporate event which would result in a substantial  diminution
     of  the  economic benefit intended for the holders of options  granted
     under  the  1991 Plan.  The purchase price shall be paid in full  upon
     the  exercise of an option either in cash or in whole or in part  with
     Common Shares previously owned by an optionee and valued on the  basis
     of fair market value on the date the option is exercised.  The ability
     to  pay  the  purchase price with Common Shares would permit  possible
     "pyramiding"  in successive and substantially simultaneous  exercises.
     Such  pyramiding  might  permit  an option  holder  to  start  with  a
     relatively small number of shares and exercise all of his or her  then
     exercisable  share  options  with  no  additional  cash  (except   for
     fractional share adjustments) and no more investment than the original
     shares.  On May 8, 1992, all prior stock option award agreements  were
     retroactively amended to limit pyramiding activity by requiring a  six
     month  share  holding  period and all subsequent  stock  option  award
     agreements   have  reflected  the  six  month  share  holding   period
     requirement.  Although it is not obligated to do so, the Committee may
     authorize  the  acceptance of an optionee's surrender of  his  or  her
     right  to  exercise an option, or portion thereof, and the payment  to
     the  optionee of the difference between the fair market value  of  the
     shares  underlying the option or portion thereof and the option  price
     thereof, in cash, or partly in cash and partly in shares.

           CONDITIONS OF EXERCISE OF OPTION - Except with respect to  stock
     option  awards  made  by the Committee after May  9,  1994  to  Senior
     Executive Officers, each option may be exercised in whole or  in  part
     (in lots of ten shares or a multiple thereof) commencing one year from
     the  date  of  grant and ending five or ten years from such  date,  as
     applicable,  but  no  more  than  five  years  after  termination   of
     employment  by  reason  of death, disability or retirement,  or  three
     months  after termination of employment for any reason other than  the
     above.    In   the  case  of  death,  the  option  may  be  exercised,
     respectively, by the employee or his or her heirs only to  the  extent
     that  the employee was entitled thereto on the date of termination  of
     employment  or  death.   No  option  shall  be  transferable   by  the
     employee's  heirs,  except  by will or  by  the  laws  of  descent  or
     distribution.  Beginning one year from the date of grant  and  subject
     to the provisions of Section 422A of the Internal Revenue Code of 1986
     with  respect to the limitation on the aggregate fair market value  of
     options exercisable for the first time in any calendar year, an option
     may be exercised by an employee at a cumulative rate not in excess  of
     50%  of  the total shares optioned during the second year, 75%  during
     the third year and 100% thereafter.

           CHANGE  IN  CONTROL - (For the definition of Change in  Control,
     please refer to Page I-8.)



                                    I-11


<PAGE> 13
CURRENT STATUS OF THE 1991 PLAN

      As  of April 22, 1997, the authorized share issuance authority  which
remained  in  the  plan  (2,300,000 shares issuance  authority,  reflecting
awards and cancellations) was 375,182 shares.


CERTAIN FEDERAL INCOME TAX CONSEQUENCES

      GENERAL - The following is a brief description of the federal  income
tax  consequences under existing law generally applicable to  awards  under
the  1991  Plan, and is not intended to represent an analysis  of  the  tax
rules as applied to any individual recipient.  EACH PARTICIPANT IS URGED TO
CONSULT HIS OR HER PERSONAL TAX ADVISOR WITH RESPECT TO THE APPLICATION  OF
THE  TAX LAWS TO HIS OR HER PERSONAL CIRCUMSTANCES, CHANGES IN THE LAWS AND
THE POSSIBLE EFFECT OF OTHER TAXES.

      RESTRICTED SHARES - A participant will normally not recognize taxable
income  upon an award of Restricted Shares, and Medusa will not be entitled
to  a  deduction  until  the  lapse of the  restrictions.   Upon  lapse  of
restrictions,  the participant will then recognize ordinary taxable  income
in  an  amount  equal to the fair market value of the Common Shares  as  to
which  the  restrictions have lapsed, and Medusa  will  be  entitled  to  a
deduction  in  the  same amount.  However, a participant  may  elect  under
Section  83(b)  to  recognize  taxable ordinary  income  in  the  year  the
Restricted  Shares are awarded in an amount equal to the fair market  value
of  the shares at that time, determined without regard to the restrictions.
In  such  event, Medusa will then be entitled to a deduction  in  the  same
amount.   Any gain or loss subsequently recognized by the participant  will
be  a capital gain or loss.  If, after making a Section 83(b) election, any
Restricted Shares are forfeited, or if the fair market value at vesting  is
lower  than  the amount on which the participant was taxed, the participant
cannot then claim a deduction.

      STOCK  OPTIONS  - No tax is incurred by the participant  (or  expense
deductible  by Medusa) upon the grant of a nonqualified stock  option.   At
the time of exercise of such an option, the difference between the exercise
price  and the fair market value of Common Shares will constitute  ordinary
income.  Medusa will be allowed a deduction equal to the amount of ordinary
income  recognized  by  the participant.  In the case  of  Incentive  Stock
Options, although no income is recognized upon exercise and Medusa  is  not
entitled  to  a  deduction, the excess of the fair market value  of  Common
Shares  on the date of exercise over the exercise price is treated  by  the
participant  as  an  item  of tax preference for  alternative  minimum  tax
purposes.   If the participant does not dispose of the shares  acquired  on
the  exercise  of  an Incentive Stock Option within one  year  after  their
receipt (and within two years after the grant of the stock option), gain or
loss  recognized on the disposition of the shares will be treated as  long-
term  capital  gain or loss.  In the event of an earlier  disposition,  the
participant may recognize ordinary income and Medusa will be entitled to  a
deduction,  equal  to  the  amount of such  income,  when  the  participant
recognizes income.

      STOCK  APPRECIATION RIGHTS - The participant will not  recognize  any
income  at the time of grant of an SAR.  Upon the exercise of an  SAR,  the
cash  and  the value of any Common Shares received will constitute ordinary
income  to the participant.  Medusa will be entitled to a deduction in  the
amount of such income at the time of exercise.



                                    I-12


<PAGE> 14
      PERFORMANCE  AWARDS  -  Normally, a participant  will  not  recognize
taxable income upon the award of the above grants.  Subsequently, when  the
conditions  and  requirements for the grants have been  satisfied  and  the
payment  determined,  any cash received and the fair market  value  of  any
Common  Shares received will constitute ordinary income to the participant.
Medusa will also then be entitled to a deduction in the same amount.

      ALL  AWARDS - The Committee has discretion as to any award under  the
1991  Plan  to  award  a participant a separate cash  amount  at  exercise,
vesting  or  lapse  of  restrictions  to  meet  mandatory  tax  withholding
obligations or reimburse for any individual taxes paid.  Special tax  rules
may  apply to any awards granted under the 1991 Plan to individuals subject
to Section 16 of the Act.



                                    I-13


<PAGE> 15
                                 PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

The  following  documents filed by Medusa Corporation (the  "Company")  are
incorporated by reference into this Registration Statement:

           1)   The  Company's  Registration Statement  on  Form  10  filed
     pursuant  to Section 12-g of Exchange Act, as amended by the Company's
     Forms  8  filed  pursuant  to Section 12  of  the  Exchange  Act;  the
     Company's Registration Statement on Forms 8A filed pursuant to Section
     12  of  the  Exchange  Act as amended by the Company's  Form  8  filed
     pursuant to Section 12 of the Exchange Act.

           2)   The Company's Annual Report on Form 10-K for the year ended
     December 31, 1996.

           3)   The Company's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1997.

           4)   Amended  Articles  of Incorporation of  Medusa  Corporation
     incorporated  by reference to Appendix V to the Company's  Information
     Statement (which was filed as an exhibit to the Amended Form 10,  File
     No. 0-17011) and as amended December 15, 1995.

           5)   Code  of Regulations of Medusa Corporation incorporated  by
     reference to Appendix VI to the Company's Information Statement (which
     was filed as an exhibit to the Amended Form 10, File No. 0-17011).

           6)  Medusa Corporation 1991 Long-Term Incentive Plan, as amended
     through March 27, 1995 (which was filed as an exhibit to the Form S-8,
     File No. 33-46182 in February 1996).

           7)   Form  of  Medusa Corporation Performance  Restricted  Share
     Agreement  under  1991 Long-Term Incentive Plan (form  used  for  1995
     awards,  which was filed as an exhibit to the Form S-8, File  No.  33-
     46182 in February 1996).

           8)  Form of Medusa Corporation Stock Option Agreement under 1991
     Long-Term  Incentive Plan (form used for 1995 awards, which was  filed
     as an exhibit to the Form S-8, File No. 33-46182 in February 1996).

The  consolidated  financial statements incorporated in  this  Registration
Statement by reference to the Company's Annual Report on Form 10-K for  the
year  ended  December 31, 1996 have been audited by Deloitte & Touche  LLP,
independent  accountants, as stated in their report which  is  incorporated
herein  by  reference, and have been so incorporated in reliance  upon  the
report of such firm, given upon their authority as experts in auditing  and
accounting.

All  documents  subsequently  filed by  the  Company  with  the  Commission
pursuant  to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act  after
the date of this Registration Statement, but prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold  or  which
deregisters all such securities then remaining unsold, shall be  deemed  to
be  incorporated  by  reference  into this  Registration  Statement.   Each
document  incorporated by reference into this 
                                    II-1


<PAGE> 16
Registration Statement  shall be  deemed  to be a part of this Registration 
Statement from the date of the filing of such document with the  Commission 
until the information contained therein  is  superseded  or  updated by any 
subsequently filed document  which  is  incorporated by reference into this 
Registration Statement  or  by  any document  which constitutes part of the 
prospectus relating to  the  Medusa Corporation  1991  Long-Term  Incentive 
Plan  (the  "Plan")  meeting  the  requirements  of  Section 10(a)  of  the 
Securities Act.

Item 4.  Description of Securities

The class of securities to be offered under this Registration Statement  is
registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

The  legality  of  the  Common Shares to which this Registration  Statement
relates  has  been passed upon for the Company by John P.  Siegfried,  Vice
President, Secretary and General Counsel of the Company.  Mr. Siegfried  is
paid  a  salary by the Company, participates in benefit plans  provided  to
executive  officers  of the Company, from time-to-time,  from  fiscal  1991
through the filing of this Form S-8, has been granted Restricted Shares and
stock  options  pursuant to the Plan, and is eligible  for  further  grants
pursuant to the Plan.

Item 6.  Indemnification of Directors and Officers

  Section 1701.13 of the Ohio General Corporation Law, as amended, provides
in relevant part as follows:

           (E)(1)   A  corporation may indemnify or agree to indemnify  any
     person  who was or is a party or is threatened to be made a party,  to
     any  threatened,  pending  or completed action,  suit  or  proceeding,
     whether  civil, criminal, administrative or investigative, other  than
     an action by or in the right of the corporation, by reason of the fact
     that  he  is  or  was a director, officer, employee or  agent  of  the
     corporation, or is or was serving at the request of the corporation as
     a   director,   trustee,  officer,  employee  or  agent   of   another
     corporation,   domestic   or  foreign,  nonprofit   or   for   profit,
     partnership,  joint  venture,  trust  or  other  enterprise,   against
     expenses, including attorney's fees, judgments, fines and amounts paid
     in  settlement  actually and reasonably incurred by him in  connection
     with such action, suit or proceeding if he acted in good faith and  in
     a  manner  he reasonably believed to be in or not opposed to the  best
     interests of the corporation, and with respect to any criminal  action
     or  proceeding,  had no reasonable cause to believe  his  conduct  was
     unlawful.   The  termination  of any action,  suit  or  proceeding  by
     judgment,  order, settlement or conviction, or upon  a  plea  of  nolo
     contendere  or  its  equivalent,  shall  not,  of  itself   create   a
     presumption that the person did not act in good faith, and in a manner
     he  reasonably believed to be in or not opposed to the best  interests
     of  the  corporation  and,  with respect to  any  criminal  action  or
     proceeding,  he had reasonable cause to believe that his  conduct  was
     unlawful.

          (2)  A corporation may indemnify or agree to indemnify any person
     who  was  or  is a party or is threatened to be made a party,  to  any
     threatened, pending or completed action or suit by or in the right  of
     the  corporation to procure a judgment in its favor by reason  of  the
     fact  that he is or was a director, officer, employee or agent of  the
     corporation, or is or was serving at the request of the corporation as
     a  director,  trustee,  officer,  employee  or  an  agent  of  another
     corporation,   domestic   or  foreign,  nonprofit   or   for   profit,
     partnership,  joint  venture,  trust  or  other  enterprise,   against
     expenses, including attorney's fees, actually and reasonably  incurred
     by  him in connection with the defense or settlement of such action or
     suit  if he acted in good faith and in a manner he reasonably believed
     to  be  in  or  not opposed to the best interests of the  corporation,
     except that no indemnification shall be made in respect of any of  the
     following:
                                    II-2


<PAGE> 17
                    (a)  Any claim, issue or matter as to which such person
          is  adjudged  to  be liable for negligence or misconduct  in  the
          performance  of his duty to the corporation unless, and  only  to
          the  extent that the Court of Common Pleas or the court in  which
          such action or suit was brought determines upon application that,
          despite  the adjudication of liability, but in view  of  all  the
          circumstances  of the case, such person is fairly and  reasonably
          entitled  to indemnity for such expenses as the Court  of  Common
          Pleas or such other court shall deem proper;

                     (b)   Any  action or suit in which the only  liability
          asserted against a director is pursuant to Section 1701.95 of the
          Revised Code.

          (3)  To the extent that a director, trustee, officer, employee or
     agent has been successful on the merits or otherwise in defense of any
     action, suit or proceeding referred to in division (E)(1) and  (2)  of
     this section, or in defense of any claim, issue or matter therein,  he
     shall  be  indemnified  against expenses, including  attorney's  fees,
     actually and reasonably incurred by him in connection with the action,
     suit or proceeding.

           (4)   Any indemnification under divisions (E)(1) and (2) of this
     section,  unless ordered by a court, shall be made by the  corporation
     only  as  authorized  in the specific case upon a  determination  that
     indemnification of the director, trustee, officer, employee  or  agent
     is  proper  in  the  circumstances because he has met  the  applicable
     standard  of  conduct set forth in divisions (E)(1) and  (2)  of  this
     section. Such determination shall be made as follows:

                     (a)   By  a  majority vote of a quorum  consisting  of
          directors  of the indemnifying corporation who were not  and  are
          not  parties  to  or  threatened with any such  action,  suit  or
          proceeding;

                     (b)  If the quorum described in division (E)(4)(a)  of
          this  section is not obtainable or if a majority vote of a quorum
          of  disinterested directors so directs, in a written  opinion  by
          independent  legal  counsel other than an  attorney,  or  a  firm
          having  associated with it an attorney, who has been retained  by
          or  who  has performed services for the corporation or any person
          to be indemnified within the past five years;

                    (c)  By the shareholders; or

                    (d)  By the Court of Common Pleas or the court in which
          such action, suit or proceeding was brought.

           Any  determination  made  by the disinterested  directors  under
     division  (E)(4)(a)  or  by independent legal counsel  under  division
     (E)(4)(b) of this section shall be promptly communicated to the person
     who  threatened or brought the action or suit, by or in the  right  of
     the  corporation under division (E)(2) of this section, and within ten
     days  after receipt of such notification, such person shall  have  the
     right to petition the Court of Common Pleas or the court in which such
     action  or  suit  was  brought to review the  reasonableness  of  such
     determination.

               (5)  (a)  Unless at the time of a director's act or omission
          that is the subject of an action, suit or proceeding referred  to
          in  divisions (E)(1) and (2) of this section, the articles or the
          regulations of a corporation state by specific reference to  this
          division that the provisions of the division do not apply to  the
          corporation  and  unless the only liability  asserted  against  a
          director  in  an  action, 
                                    II-3


<PAGE> 18
          suit or proceeding referred to in divisions (E)(1) and (2) of this 
          section  is  pursuant  to  Section 1701.95  of  the  Revised Code, 
          expenses, including  attorney's  fees,  incurred by  a director in 
          defending  the  action,  suit  or proceeding shall be paid by  the 
          corporation  as  they  are  incurred,  in  advance  of  the  final 
          disposition  of the  action, suit or proceeding upon receipt of an 
          undertaking by or on behalf of the  director in which he agrees to 
          do both of the following:

                               (i)   Repay such amount if it is  proved  by
               clear  and  convincing  evidence in  a  court  of  competent
               jurisdiction that his action or failure to act  involved  an
               act  or omission undertaken with deliberate intent to  cause
               injury  to  the  corporation  or  undertaken  with  reckless
               disregard for the best interests of the corporation;

                                (ii)    Reasonably   cooperate   with   the
               corporation concerning the action, suit or proceeding.

                    (b)  Expenses, including attorney's fees, incurred by a
          director,  trustee, officer, employee or agent in  defending  any
          action,  suit or proceeding referred to in divisions  (E)(1)  and
          (2)  of this section, may be paid by the corporation as they  are
          incurred, in advance of the final disposition of the action, suit
          or proceeding as authorized by the directors in the specific case
          upon  the  receipt  of  an undertaking by or  on  behalf  of  the
          director,  trustee,  officer, employee or  agent  to  repay  such
          amount, if it ultimately is determined that he is not entitled to
          be indemnified by the corporation.

           (6)  The indemnification authorized by this section shall not be
     and shall be in addition to, exclusive of, any other rights granted to
     those seeking indemnification under the articles or the regulations or
     any  agreement,  vote of shareholders or disinterested  directors,  or
     otherwise, both as to action in his official capacity and as to action
     in  another capacity while holding such office, and shall continue  as
     to  a  person  who  has  ceased  to be a director,  trustee,  officer,
     employee  or  agent  and  shall inure to the  benefit  of  the  heirs,
     executors and administrators of such a person.

          (7)  A corporation may purchase and maintain insurance or furnish
     similar  protection, including but not limited to trust funds, letters
     of  credit or self-insurance, on behalf of or for any person who is or
     was  a director, officer, employee or agent of the corporation, or  is
     or  was  serving  at  the request of the corporation  as  a  director,
     trustee,  officer, employee or agent of another corporation,  domestic
     or foreign, nonprofit or for profit, partnership, joint venture, trust
     or  other enterprise, against any liability asserted against  him  and
     incurred by him in any such capacity, or arising out of his status  as
     such, whether or not the corporation would have the power to indemnify
     him  against  such  liability under this section.   Insurance  may  be
     purchased  from  or maintained with a person in which the  corporation
     has a financial interest.

          (8)  The authority of a corporation to indemnify persons pursuant
     to divisions (E)(1) and (2) of this section does not limit the payment
     of  expenses as they are incurred, indemnification, insurance or other
     protection that may be provided pursuant to divisions (E)(5), (6)  and
     (7)  of this section.  Divisions (E)(1) and (2) of this section do not
     create  any  obligation  to  repay or  return  payments  made  by  the
     corporation pursuant to divisions (E)(5), (6) or (7).

           (9)   As  used  in  this division, references  to  "corporation"
     includes all constituent corporations in a consolidation or merger and
     the  new or surviving corporation, so that any person who is or was  a
     director,   officer,   employee  or  agent  of  such   a   constituent
     corporation,  or is or was serving at the request of such  constituent
     corporation  as  a director, trustee, officer, employee  or  agent  of
     another  corporation, 
                                    II-4


<PAGE> 19
     domestic  or  foreign,  nonprofit  or  for  profit, partnership, joint 
     venture, trust or other enterprise, shall stand in the  same  position 
     under this section with respect to the  new  or surviving  corporation 
     as he would if he had  served the new or surviving  corporation in the 
     same capacity.

  Article X of the Company's Articles of Incorporation provides as follows:

                                ARTICLE X

                             INDEMNIFICATION

   SECTION 1.  RIGHT TO INDEMNIFICATION.  Each person who was or is made  a
party  or is threatened to be made a party to or is involved in any action,
suit   or   proceeding,   whether   civil,  criminal,   administrative   or
investigative (hereinafter a "proceeding"), by reason of the fact that  he,
or a person of whom he is the legal representative, is or was a director or
officer  of  the  Corporation or is or was serving at the  request  of  the
Corporation  as director, officer, trustee or agent of another  corporation
or  of  a  partnership, joint venture, trust or other enterprise, including
service  with respect to employee benefit plans, whether the basis of  such
proceeding  is  alleged  action  in an official  capacity  as  a  director,
officer,  trustee  or agent or in any other capacity  while  serving  as  a
director, officer, trustee or agent, shall be indemnified and held harmless
by  the  Corporation to the fullest extent authorized by the  Ohio  General
Corporation  Law, as the same exists or may hereafter be amended  (but,  in
the  case  of  any such amendment, only to the extent that  such  amendment
permits the Corporation to provide broader indemnification rights than said
law  permitted the Corporation to provide prior to such amendment), against
all  expense,  liability  and loss (including attorneys'  fees,  judgments,
fines,  ERISA excise taxes or penalties and amounts paid or to be  paid  in
settlement)  reasonably incurred or suffered by such person  in  connection
therewith  and such indemnification shall continue as to a person  who  has
ceased  to be a director, officer, trustee or agent and shall inure to  the
benefit  of  his  or  her  heirs, executors and  administrators;  provided,
however,  that,  except, as provided in Section 2 of this  Article  X,  the
Corporation  shall  indemnify any such person  seeking  indemnification  in
connection  with a proceeding (or part thereof) initiated  by  such  person
only  if  such proceeding (or part thereof) was authorized by the Board  of
Directors  of  the Corporation.  The right to indemnification conferred  in
this  Section shall be a contract right and shall include the right  to  be
paid  by  the  Corporation  the expenses incurred  in  defending  any  such
proceeding  as incurred and in advance of its final disposition;  provided,
however,  that the payment of such expenses as incurred and in  advance  of
the  final disposition of a proceeding shall be made only upon delivery  to
the Corporation of any undertaking required by the Ohio General Corporation
Law.   The  Corporation may, by action of its Board of  Directors,  provide
indemnification  to  agents of the Corporation  and  to  employees  of  the
Corporation who are not directors or officers of the Corporation  with  the
same  scope  and effect as the foregoing indemnification of  directors  and
officers.

   SECTION 2.  RIGHT OF CLAIMANT TO BRING SUIT.  If a claim under Section 1
of this Article X is not paid in full by the Corporation within thirty days
after  a  written claim has been received by the Corporation, the  claimant
may  at  any time thereafter bring suit against the Corporation to  recover
the  unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of prosecuting  such
claim.   It  shall be a defense to any such action (other  than  an  action
brought  to  enforce  a  claim  for  expenses  incurred  in  defending  any
proceeding  as incurred and in advance of its final disposition  where  the
required  undertaking,  if  any  is required,  has  been  tendered  to  the
Corporation)  that the claimant has not met the standards of conduct  which
make  it  permissible  under  the  Ohio General  Corporation  Law  for  the
Corporation  to  indemnify the claimant for the  amount  claimed,  but  the
burden  of  proving such defense shall be on the Corporation.  Neither  the
failure  of  the Corporation (including its Board of Directors, independent
legal  counsel, or its shareholders) to have made a determination prior  to
the  commencement of such action that 
                                    II-5


<PAGE> 20
indemnification of  the claimant  is proper  in the circumstances because he 
has met the applicable standard  of conduct  set  forth  in the Ohio General 
Corporation Law, nor an actual determination by the  Corporation  (including 
its Board of Directors, independent legal counsel, or its shareholders) that 
the  claimant  has not  met such  applicable standard of conduct, shall be a 
defense to the action or create a presumption that the claimant has not  met 
the applicable standard of conduct.

   SECTION 3.  NON-EXCLUSIVITY OF RIGHTS.  The right to indemnification and
the  payment of expenses incurred in defending a proceeding in  advance  of
its final disposition conferred in this Article X shall not be exclusive of
any  other  right which any person may have or hereafter acquire under  any
statute,  provision of the Articles or the Regulations of the  Corporation,
agreement, vote of shareholders or disinterested directors or otherwise.

  SECTION 4.  INSURANCE.  The Corporation may maintain insurance or furnish
similar  protection, including but not limited to trust funds,  letters  of
credit or self-insurance, on behalf of or for itself and any person who  is
or  was a director, officer, employee or agent of the Corporation or is  or
was  serving  at  the  request of the Corporation as a  director,  trustee,
officer,  employee  or  agent  of another corporation,  partnership,  joint
venture,  trust or other enterprise against any liability asserted  against
him  and incurred by him in any such capacity or arising out of his  status
as  such,  whether or not the Corporation would have the power to indemnify
such person against such liability under the Ohio General Corporation Law.

Item 7.  Exhibits

   The  following exhibits are filed herewith as part of this  Registration
Statement:

Exhibit No.

     4.1  Amended   Articles   of  Incorporation  of   Medusa   Corporation
          incorporated  by  reference  to  Appendix  V  to  the   Company's
          Information  Statement (which was filed  as  an  exhibit  to  the
          Amended  Form  10, File No. 0-17011) and as amended December  15,
          1995.

     4.2  Code  of  Regulations  of  Medusa  Corporation  incorporated   by
          reference  to Appendix VI to the Company's Information  Statement
          (which was filed as an exhibit to the Amended Form 10, File No. 0-
          17011).
     
     4.3  Medusa  Corporation  1991 Long-Term Incentive  Plan,  as  amended
          through March 27, 1995 (which was filed as an exhibit to the Form
          S-8, File No. 33-46182 in February 1996).
     
     4.4  Form of Medusa Corporation Performance Restricted Share Agreement
          under  1991 Long-Term Incentive Plan (form used for 1995  awards,
          which  was filed as an exhibit to the Form S-8, File No. 33-46182
          in February 1996).
     
     4.5  Form of Medusa Corporation Stock Option Agreement under 1991 Long-
          Term  Incentive Plan (form used for 1995 awards, which was  filed
          as  an  exhibit  to the Form S-8, File No. 33-46182  in  February
          1996).
     
     5.1  Opinion  of  John  P.  Siegfried, Vice President,  Secretary  and
          General  Counsel  of  the  Company, as to  the  legality  of  the
          securities being registered.
     
     23.1 Consent of Independent Accountants.
                                    II-6



     <PAGE> 21
     23.2 The consent of John P. Siegfried to the use of his opinion as  an
          exhibit to this Registration Statement is included in his opinion
          filed as Exhibit 5.1.

Item 8.  Undertakings.

  a)  The undersigned registrant hereby undertakes:

          1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

                     (i)   To  include any prospectus required  by  Section
          10(a)(3) of the Securities Act;

                     (ii)  To reflect in the prospectus any facts or events
          arising  after  the effective date of the Registration  Statement
          (or  the  most  recent post-effective amendment  thereof)  which,
          individually or in the aggregate, represent a fundamental  change
          in the information set forth in the Registration Statement;

                    (iii)  To include any material information with respect
          to  the  plan  of  distribution not previously disclosed  in  the
          Registration Statement or any material change to such information
          in the Registration Statement;

                          Provided, however, that paragraphs (a)(1)(i)  and
               (a)(1)(ii)  do not apply if the information required  to  be
               included  in a post-effective amendment by those  paragraphs
               is  contained  in periodic reports filed by  the  registrant
               pursuant to Section 13 or Section 15(d) of the Exchange  Act
               that  are  incorporated  by reference  in  the  Registration
               Statement.

           2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed  to
     be  a  new  Registration Statement relating to the securities  offered
     therein,  and  the offering of such securities at that time  shall  be
     deemed to be the initial bona fide offering thereof.

           3)   To  remove  from registration by means of a  post-effective
     amendment  any of the securities being registered which remain  unsold
     at the termination of the offering.

   b)   The undersigned registrant hereby undertakes that, for purposes  of
determining  any  liability under the Securities Act, each  filing  of  the
registrant's  annual report pursuant to Section 13(a) or Section  15(d)  of
the  Exchange  Act  that is incorporated by reference in  the  Registration
Statement  shall be deemed to be a new registration statement  relating  to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

    c)    1)   The  undersigned registrant hereby undertakes to deliver  or
     cause to be delivered with the prospectus to each employee to whom the
     prospectus is sent or given, a copy of the registrant's annual  report
     to  shareholders  for  its  last fiscal  year,  unless  such  employee
     otherwise  has  received  a copy of such report,  in  which  case  the
     registrant  shall  state  in  the prospectus  that  it  will  promptly
     furnish,  without charge, a copy of such report on written request  of
     the  employee.   If the last fiscal year of the registrant  has  ended
     within  120 days prior to the use of the prospectus, the annual report
     of  the  registrant for the preceding fiscal year may be so delivered,
     but  within such 120-day period the annual report for the last  fiscal
     year will be furnished to each such employee.
                                    II-7


<PAGE> 22
          (In  the event that an appendix is utilized by the registrant  to
     update information in the prospectus, the registrant hereby undertakes
     (i) to  provide  individuals  who have already received copies of  the
     prospectus with a copy of any such current appendix, (ii)  to  furnish
     an  additional  prospectus, upon request, to anyone who  misplaces  or
     discards his previous copy, (iii)  to supply new participants  in  the
     Plan  with both the prospectus and current appendix and (iv)  to  file
     copies of such appendices with the Commission in accordance with Rules
     424(c) under the Securities Act of 1933.)

          2)   The undersigned registrant hereby undertakes to transmit  or
     cause  to  be transmitted to all employees participating in the  Plan,
     who  do  not  otherwise receive such material as shareholders  of  the
     registrant, at the time and in the manner such material is sent to its
     shareholders,  copies  of  all reports,  proxy  statements  and  other
     communications distributed to its shareholders generally.

                        *   *   *   *   *   *   *

   h)       Insofar  as  indemnification for liability  arising  under  the
Securities  Act  may  be permitted to directors, officers  and  controlling
persons  of  the  registrant  pursuant  to  the  foregoing  provisions,  or
otherwise,  the  registrant has been advised that in  the  opinion  of  the
Commission  such indemnification is against public policy as  expressed  in
the  Securities Act and is, therefore, unenforceable.  In the event that  a
claim  for indemnification against such liabilities (other than the payment
by  the  registrant of expenses incurred or paid by a director, officer  or
controlling  person  of  the registrant in the successful  defense  of  any
action,  suit  or  proceeding) is asserted by  such  director,  officer  or
controlling person in connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the matter  has  been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction  the question whether such indemnification by  it  is  against
public  policy as expressed in the Securities Act and will be  governed  by
the final adjudication of such issue.

                 *   *   *   *   *   *   *   *   *   *

                                SIGNATURES

The  Registrant.   Pursuant to the requirements of the  Securities  Act  of
1933,  the  registrant certifies that it has reasonable grounds to  believe
that  it  meets all of the requirements for filing a Form S-8 and has  duly
caused  this  Registration Statement to be signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of Cleveland,  and  the
State of Ohio on this 13th day of June, 1997.

                                        MEDUSA CORPORATION
                                        
                                        
                                      By:/s/ John P. Siegfried
                                         ---------------------
                                         John P. Siegfried
                                         Vice  President, Secretary and 
                                         General Counsel
                                         (Principal Legal Officer)


                                    II-8


<PAGE> 23
Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,   this
Registration Statement has been signed below by John P. Siegfried, Esquire,
who has been authorized and appointed as attorney-in-fact to execute in the
name  of  each  person and to file the above Registration Statement  making
such  changes  in  the  Registration  Statement  as  the  registrant  deems
appropriate.

<TABLE>
<CAPTION>
     Signature                     Title                            Date
     ---------                     -----                            ----
<S>                         <C>                                   <C>
                            Chairman, Chief Executive Officer
                            and a Director
/s/ R. S. Evans             (Principal Executive Officer)         June 13, 1997
--------------------------
R. S. Evans
                          
                            President and a Director
/s/ George E. Uding, Jr.    (Principal Operating Officer)         June 13, 1997
--------------------------
George E. Uding, Jr.
                                                                 
                            Vice President-Finance and Treasurer
/s/ R. Breck Denny          (Principal Financial Officer)         June 13, 1997
--------------------------
R. Breck Denny

                            Corporate Controller
/s/ Edward A. Doles         (Principal Accounting Officer)        June 13, 1997
--------------------------
Edward A. Doles

/s/ Mone Anathan, III       Director                              June 13, 1997
--------------------------
Mone Anathan, III

/s/ E. Thayer Bigelow, Jr.  Director                              June 13, 1997
--------------------------
E. Thayer Bigelow, Jr.

/s/ Richard S. Forte        Director                              June 13, 1997
--------------------------
Richard S. Forte

/s/ Dorsey R. Gardner       Director                              June 13, 1997
--------------------------
Dorsey R. Gardner

/s/ Jean Gaulin             Director                              June 13, 1997
--------------------------
Jean Gaulin

/s/ Dwight C. Minton        Director                              June 13, 1997
--------------------------
Dwight C. Minton

/s/ Charles J. Queenan, Jr. Director                              June 13, 1997
--------------------------
Charles J. Queenan, Jr.

/s/ Boris Yavitz            Director                              June 13, 1997
--------------------------
Boris Yavitz
</TABLE>
                                    II-9
[{"type": "S-8", "sequence": "1", "description": "MEDUSA CORPORATION S-8", "secsgml_size_bytes": 83883}]
{"company-data": {"conformed-name": "MEDUSA CORP", "cik": "0000064674", "assigned-sic": "3241", "irs-number": "340394630", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29173", "film-number": "97623709"}, "business-address": {"street1": "LEE & MONTICELLO BLVD", "city": "CLEVELAND HEIGHTS", "state": "OH", "zip": "44118", "phone": "2163714000"}, "mail-address": {"street1": "PO BOX 5668", "street2": "3008 MONTICELLO BLVD", "city": "CLEVELAND HEIGHTS", "state": "OH", "zip": "44118"}, "former-company": {"former-conformed-name": "MEDUSA PORTLAND CEMENT CO", "date-changed": "19720420"}}
1

As filed with the Securities and Exchange Commission on June 13, 1997
                                        Registration No. __-______
__________________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                   _________________________

                            Form S-8
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
                   _________________________

                       MEDUSA CORPORATION
     (Exact name of registrant as specified in its charter)

                Ohio                                              34-039-4630
(State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization) 

     3008 Monticello Boulevard
      Cleveland Heights, Ohio                                           44118
(Address of Principal Executive Offices)                            (Zip Code)

                       MEDUSA CORPORATION
                 1991 LONG-TERM INCENTIVE PLAN
                    (Full title of the plan)

                  John P. Siegfried, Secretary
                       Medusa Corporation
                   3008 Monticello Boulevard
                 Cleveland Heights, Ohio 44118
            (Name and address of agent for service)

                         (216) 371-4000
 (Telephone number, including area code, of agent for service)

                CALCULATION OF REGISTRATION FEE
Proposed     Proposed
                                                      maximum      maximum
       Title of                    Additional         offering     aggregate      Amount of
      securities                   Amount to          price per    offering       registration
   to be registered                be registered      share(1)     price(1)       fee
----------------------------------------------------------------------------------------------
Common Shares, without par value   800,000 shares     $28.8125     $23,050,000    $6,985
(1)Inserted  solely  for  the purpose  of  calculating  the
registration fee pursuant to Rule 457(h).  The fee is calculated,
as to the 800,000 shares, on the basis of the average of the high
and low prices for the Registrant's Common Shares reported on the
New  York  Stock Exchange-Composite Tape on May 6, 1996 ($28.8125
per share) (see attached).
_______________________________________________________________________________
2
                                  PART I
                                     
PROSPECTUS
                                     
                            MEDUSA CORPORATION
                                     
OFFERED AS SET FORTH HEREIN TO OFFICERS AND CERTAIN KEY EMPLOYEES OF MEDUSA
   CORPORATION, ("MEDUSA" OR THE "COMPANY") AND ITS SUBSIDIARY COMPANIES
                        PURSUANT TO THE FOLLOWING:
                                     
                         _________________________
                                     
                                     
                       1991 LONG-TERM INCENTIVE PLAN
                          (800,000 COMMON SHARES,
                            WITHOUT PAR VALUE)
                                     
                                     
                         _________________________
                                     
                                     
 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
   ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                             CRIMINAL OFFENSE.
                                     
                           ____________________
                                     
               THE DATE OF THIS PROSPECTUS IS JUNE 13, 1997.

                                    I-1
3
             THIS MATERIAL CONSTITUTES PART OF THE PROSPECTUS
                        COVERING THESE SECURITIES,
       WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

                            MEDUSA CORPORATION

SUMMARY OF THE PLAN

      The  Board  of  Directors  of  Medusa Corporation  ("Medusa"  or  the
"Company")  adopted  a  new incentive benefit plan on  February  25,  1991,
believing  that  the  continuation of a sound long-term  incentive  benefit
program  was in the best interests of Medusa in its continuing  efforts  to
attract and retain highly competent employees and to act as an incentive in
motivating  selected officers and other key employees  of  Medusa  and  its
subsidiaries to achieve long-term corporate objectives.  The 1991 Long-Term
Incentive  Plan  of Medusa Corporation ("1991 Plan") was  approved  by  the
shareholders of Medusa at the Annual Meeting of Shareholders held on May 6,
1991.  The 1991 Plan allows the Organization and Compensation Committee  of
the  Board of Directors (the "Committee") the flexibility to award  various
types of long-term compensation incentives.  Such grants may, but need not,
be  based  upon criteria such as increased shareholder value, earnings  per
share,  return  on  investment, return on shareholders'  equity  and  other
company and individual performance goals.

      The  1991 Plan may be amended, modified or terminated at any time  by
action  of  the Board of Directors of the Company and, with the consent  of
the  participant,  any  outstanding agreement  or  award  may  be  amended,
modified or terminated by action of the Committee.  Shareholder approval is
required for any modification which would (i)  increase the total number of
Medusa  Corporation Common Shares, without par value (the "Common Shares"),
with respect to which options may be granted, (ii)  change the employees or
class  of  employees  to whom options may be granted or  (iii)   materially
increase  the  benefits  accruing  to participants  under  the  1991  Plan.
Notwithstanding the foregoing, Common Shares that are reserved for issuance
pursuant to the 1991 Plan are appropriately and proportionately adjusted to
reflect  any  stock dividend, stock split or other change in the  Company's
capitalization.  The 1991 Plan has no fixed expiration date.  The Committee
is  authorized to establish expiration and exercise dates on  an  award-by-
award  basis.  However, for the purpose of awarding Incentive Stock Options
under  Section 422A of the Code, the 1991 Plan will expire on May 6,  2001,
which is ten years from the date of shareholder approval.  The 1991 Plan is
not  subject  to any provisions of the Employee Retirement Income  Security
Act of 1974.

PLAN ADMINISTRATION

      The  1991 Plan is administered by the Committee.  The members of  the
Committee  are appointed by the full Board of Directors of the Company  for
one-year  terms.   All  Committee members are  ineligible,  and  have  been
ineligible for a period of at least one year prior to their appointment, to
participate in the 1991 Plan or any other restricted stock, stock option or
stock appreciation right plan of the Company or any of its affiliates.  The
names  of  the members of the Committee who presently administer  the  1991
Plan are:

                              Dorsey R. Gardner
                              Jean Gaulin
                              Dwight C. Minton
                              Boris Yavitz, Chairman

                                    I-2
4
      Each  of  the  members  and the Committee maintains  an  address  for
correspondence  with respect to Committee business at the  offices  of  the
Company, at 3008 Monticello Boulevard, Cleveland Heights, Ohio 44118.

      Subject  to  the  express terms of the 1991 Plan, the  Committee  has
conclusive  authority  to  construe  and  interpret  the  1991  Plan,   any
restricted  stock,  stock  option  or stock  appreciation  right  agreement
entered  into  thereunder, and to establish, amend and  rescind  rules  and
regulations for its administration.  The Committee also has such additional
authority with respect to the 1991 Plan as the Board of Directors may  from
time-to-time determine to be necessary or desirable.

PRINCIPAL FEATURES OF THE 1991 PLAN

     AMOUNT OF STOCK - The 1991 Plan currently provides for awards of up to
2,300,000  shares, subject to anti-dilution adjustments upon the occurrence
of  significant corporate events.  The shares to be offered under the  1991
Plan  will be either authorized and unissued shares or issued shares  which
have been reacquired by Medusa.

      ELIGIBILITY AND PARTICIPATION - All officers and Committee-designated
key  employees  of  Medusa or any subsidiary are eligible  to  participate,
including  officers who are also Directors of Medusa or  its  subsidiaries.
The  Committee may also grant awards to non-employees who, in the  judgment
of  the  Committee,  render significant service to Medusa  or  any  of  its
subsidiaries. With respect to future awards, at the time of the  filing  of
this Registration Statement, the Committee has made no determination as  to
the  particular  officers  and key employees to  whom  long-term  incentive
benefits  under  the  1991  Plan  will  be  made,  the  type  of  incentive
compensation  under the 1991 Plan which will be awarded or  the  number  of
share benefits which will be awarded to any person.

RESTRICTED SHARE COMPONENT OF THE 1991 PLAN

      The  Committee  may award to a participant Common Shares  subject  to
specified  restrictions  ("Restricted  Shares").   Restricted  Shares   are
subject  to  forfeiture if the participant does not meet certain conditions
such  as  continued  employment  over a specified  forfeiture  period  (the
"Forfeiture Period") and/or the attainment of specified performance targets
over  the Forfeiture Period.  The terms and conditions of Restricted  Share
awards  are  determined by the Committee, provided that,  unless  otherwise
determined  by the Board, the specified Forfeiture Period may not  be  less
than one year.

      Participants who have been awarded Restricted Shares will have all of
the rights of a holder of outstanding Common Shares, including the right to
vote  such shares and to receive dividends.  During the Forfeiture  Period,
Restricted Shares are nontransferable and may be held in custody by  Medusa
or its designated agent, or if the certificate is properly legended, by the
participant.    Upon  the  lapse  or  release  of  all   restrictions,   an
unrestricted certificate will be provided to the participant.

     The Committee, at its sole discretion, may waive all restrictions with
respect  to a Restricted Share award under certain circumstances (including
the death, disability, or retirement of a participant, or a material change
in circumstances arising after the date of grant) subject to such terms and
conditions  as  it deems appropriate.  However, only the  Board  may  waive
restrictions within one year of the date of grant.

                                    I-3
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STOCK OPTION COMPONENT OF THE 1991 PLAN

      The Committee may grant to a participant non-qualified stock options,
Incentive Stock Options or a combination thereof.  The terms and conditions
of  stock option grants including the quantity, price, waiting periods, and
other   conditions  on  exercise  will  be  determined  by  the  Committee.
Incentive Stock Option grants are made in accordance with Section  422A  of
the Code.

      The  exercise  price  for stock options will  be  determined  by  the
Committee  at  its discretion, provided that the exercise  price  for  each
Incentive  Stock Option is at least equal to 100% of the fair market  value
of  a  Common  Share on the date when the stock option is granted.   Unless
otherwise  authorized  by  the Board, generally  no  stock  option  may  be
exercised prior to six months from the date of grant.

      Upon  a  participant's termination of employment for any reason,  any
stock  options which were not exercisable on the participant's  termination
date will expire.  In the case of a participant who retires from Medusa and
continues  to  render significant services to Medusa after retirement,  the
Committee,  at  its  discretion, may permit the  period  during  which  the
participant continues to render such services to Medusa to count toward the
participant's vesting requirement with respect to stock options  that  were
not exercisable at the time of the participant's termination of employment.

     Except with respect to stock option awards made by the Committee after
May  9,  1994  to the Chairman and President ("Senior Executive  Officers";
whose awards continue to survive on a post-employment basis for the balance
of the exercise period), upon a participant's termination of employment for
reasons  other  than death, disability or normal retirement, stock  options
which  were  exercisable on the participant's termination date will  expire
three months from the date of termination, unless the right to exercise the
options is extended by the Committee at its discretion.  In general, upon a
participant's  termination  by  reason  of  death,  disability  or   normal
retirement,  stock  options  which were exercisable  on  the  participant's
termination  date may continue to be exercised by the participant  (or  the
participant's beneficiary) for a period of five years from the date of  the
participant's termination of employment.

      Subject  to the Committee's discretion, payment for Common Shares  on
the  exercise  of  stock  options may be made in  cash,  Common  Shares,  a
combination of cash and Common Shares or in any other form of consideration
acceptable  to  the  Committee (including one or more  "cashless"  exercise
forms).   The  Committee has the discretion to cause  Medusa  to  assist  a
participant in exercising stock options by lending sufficient cash  to  the
participant  or by guaranteeing a participant's bank loan.  In such  event,
Medusa  would  hold  the shares acquired upon exercise  of  the  option  as
security  for  repayment  of the loan.  On March 27,  1995,  the  Board  of
Directors   approved  a  non-substantive  amendment  to  the   1991   Plan,
authorizing  an  annual  limitation of 100,000 in  the  issuance  of  stock
options  to  a participant, thereby qualifying such awards as "performance-
based compensation" under Section 162(m) of the Code.

STOCK APPRECIATION RIGHT COMPONENT OF THE 1991 PLAN

      Stock Appreciation Rights ("SARs") may be granted by the Committee to
a  participant  either separate from or in tandem with non-qualified  stock
options or Incentive Stock Options.  SARs may be granted at the time of the
stock  option  grant or, with respect to non-qualified  stock  options,  at
anytime  prior  to the exercise of the stock option.  An SAR  entitles  the
participant  to  receive, upon its exercise, a payment equal  to  (i)   the
difference  between the SAR exercise price and the fair market value  of  a
Common  Share on the exercise date, times (ii)  the number of Common Shares
with  respect to which the SAR is exercised.  Upon exercise of an 
                                    I-4
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SAR with respect  to Common Shares, the number of Common Shares covered by 
the  SARs related stock option, if any, are correspondingly reduced.

     SARs granted in tandem with options are generally governed by the same
terms  and  conditions as govern the related stock option and may  only  be
exercised to the extent the related stock option is exercisable.   However,
SARs  which  are  granted in tandem with previously  granted  non-qualified
stock options cannot be exercised prior to six months from the date of  the
SAR grant.

      The  exercise price of an SAR is determined by the Committee, but  in
the case of SARs granted in tandem with stock options, may not be less than
the  exercise price of the related stock option.  Upon exercise of an  SAR,
payment will be made in cash or Common Shares, or a combination thereof, as
determined  at  the discretion of the Committee.  On March  27,  1995,  the
Board  of Directors approved a non-substantive amendment to the 1991  Plan,
authorizing an annual limitation of 100,000 in the issuance of  SARs  to  a
participant,   thereby   qualifying  such  awards   as   "performance-based
compensation" under Section 162(m) of the Code.  (Note: Through  April  21,
1997, the Committee has not awarded any SARs under the 1991 Plan.)

PERFORMANCE AWARD COMPONENT OF THE 1991 PLAN

      The Committee may grant performance awards to participants under such
terms  and  conditions as the Committee deems appropriate.   A  performance
award  entitles a participant to receive a payment from Medusa, the  amount
of  which is based upon the attainment of predetermined performance targets
over  a  specified  award  period.   Performance  awards  may  be  made  in
conjunction with Restricted Share awards.  Performance awards may  be  paid
in  cash,  Common  Shares or a combination thereof, as  determined  by  the
Committee.

      Award periods will be established at the discretion of the Committee.
The  performance targets will also be determined by the Committee and  may,
but  need  not  include specified levels of earnings per share,  return  on
investment, return on shareholders' equity and/or such other goals  related
to  the Company's or the individual's performance as are deemed appropriate
by  the  Committee.   When  circumstances occur which  cause  predetermined
performance  targets  to be an inappropriate measure  of  achievement,  the
Committee, at its discretion, may adjust the performance targets.

      If  the minimum performance targets established by the Committee  are
not  met,  no  payment will be made to the participant.  If the performance
targets  are fully achieved, 100% of the performance award will be paid  to
the  participant.  The Committee may also provide for payment of up to 150%
of  a  performance  award  for achievement which  exceeds  the  performance
targets.

      If  a  participant terminates employment prior to the end of an award
period,  the  participant  generally  will  forfeit  all  rights   to   any
performance  award,  unless  otherwise  provided  by  the  Committee.   The
Committee, at its discretion, may determine to pay all or any portion of  a
performance award to a participant who has terminated employment  prior  to
the  end  of an award period under certain circumstances (including  death,
disability, retirement or a material change in circumstances arising  after
the  date  of grant), provided that the participant completed at least  one
year  of  employment  following the grant of  the  award.   The  Board  may
determine  to pay all or a portion of a performance award to a  participant
who  has  terminated employment less than one year following  the  date  of
grant.

                                    I-5
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OTHER AWARDS

      The  Committee  is authorized to grant any other cash awards,  Common
Share awards or other types of awards which are valued in whole or in  part
by  reference  to the value of Common Shares.  The terms and conditions  of
such  awards  and  the  participants  eligible  for  such  awards  will  be
determined by the Committee at its discretion.

SHARES SUBJECT TO THE 1991 PLAN

      Effective May 6, 1996, up to 2,300,000 Common Shares in the aggregate
became available for issuance by the Committee under the 1991 Plan, subject
to  further  adjustment for any change in the Common Shares (including  any
change  which would result in a substantial dilution or enlargement of  the
rights  or economic benefit inuring to holders of shares or options  issued
under  the  1991  Plan).  Shares or options which, from  time-to-time,  are
awarded by the Committee under the 1991 Plan will be made available  either
from  authorized  and  unissued Common Shares  or  from  reacquired  Common
Shares,  including  shares purchased in the open  market.   If  any  Common
Shares  awarded under the 1991 Plan are reacquired by the Company  pursuant
to  the  forfeiture  provisions of the 1991 Plan, such shares  shall  again
become  available for use under the 1991 Plan and shall be regarded as  not
having been previously awarded.

AWARDS UNDER THE 1991 PLAN

      With  respect to the fiscal years 1991, 1992, 1993, 1994, 1995,  1996
and  1997,  the  Committee  awarded under the 1991  Plan,  82,500,  82,500,
112,500,   79,950,   112,820,   91,000  and   99,000   Restricted   Shares,
respectively, and 130,125, 153,750, 174,750, 246,000, 247,000, 263,000  and
294,000  stock options, respectively, all at fair market value on the  date
of award, under award terms listed in detail as follows:

     a)   RESTRICTED STOCK AWARDED FROM 1991 THROUGH 1997

           PERFORMANCE  RESTRICTED SHARES AWARDED IN 1991  AND  1992  -  In
     respect to the fiscal 1991 and fiscal 1992 awards, and pursuant to the
     Performance  Restricted Share Agreements between the Company  and  the
     participants, 50% of each share award is restricted until a test  date
     2  1/2  years  from  the date of the award and 50%  of  the  award  is
     restricted until a test date 5 years from the date of the  award.   In
     order  for  the shares restriction to lapse, the Growth  Rate  of  the
     Common  Shares  on a test date must meet or exceed, cumulatively,  15%
     per  annum  over  the award price. (The term "Growth  Rate",  includes
     market  value  appreciation, distributions and  dividends.)    If  the
     restrictions on the initial 50% of the share award fail  to  lapse  on
     the 2 1/2-year test date, then such portion is not forfeit until it is
     retested  on  the 5-year test date.  By agreement, upon the  lapse  of
     restrictions, the Company will provide additional compensation ("Gross
     up")  in an amount sufficient to pay the recipient's tax liability  on
     the Performance Restricted Shares.

           PERFORMANCE  RESTRICTED SHARES AWARDED IN 1993  AND  1994  -  In
     respect to the fiscal 1993 and fiscal 1994 awards, and pursuant to the
     Performance  Restricted Share Agreements between the Company  and  the
     participants, 50% of each share award is restricted until a test  date
     2  1/2  years  from  the date of the award and 50%  of  the  award  is
     restricted until a test date 5 years from the date of the  award.   In
     order  for the share restrictions to lapse, two requirements  must  be
     met:  a) the value of a Common Share (adjusted for stock distribution,
     but not reflecting dividends) may not decline from the date of the award 
     
                                    I-6
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     to a test date; and b) the Common Share Growth Rate must meet or exceed
     125% of the Growth Rate of the Standard and Poor's 500 Composite, when 
     measured from the date of the award to a test date.  If the restrictions 
     on the initial 50% of the share award fail to lapse on  the 2 1/2-year 
     test date, then such portion is not  forfeit until it is retested on 
     the 5-year test date.  By agreement, upon the lapse of restrictions, 
     the Company will Gross-up participants' compensation.  On May 9, 1994, 
     the shareholders approved the  material terms of  performance  goals 
     contained in the  fiscal  1993  and  1994 Performance Restricted Share 
     awards, thereby qualifying such awards as "performance-based compensation"
     under Section 162(m) of the Code.

           AIP  RESTRICTED SHARES AWARDED IN 1994 AND 1995 - In fiscal 1994
     and  1995,  the  Committee authorized the executive  officers  of  the
     Company  to  elect to take their 1993 and 1994 Annual  Incentive  Plan
     awards, respectively, in time-based Restricted Shares instead of cash,
     with  a  2-year  share restriction period, an election  under  Section
     83(b) of the Code and a Gross-up.

           RESTRICTED SHARES AWARDED IN 1995, 1996 AND 1997 - In respect to
     the  fiscal 1995, 1996 and 1997 awards, and pursuant to the Restricted
     Share  Agreements between the Company and the participants, the number
     of  Restricted  Shares awarded (restricted for a period  of  up  to  5
     years)  is  divided into two portions, as follows:  a) a  Supplemental
     Executive  Retirement Plan ("SERP")-Equivalent portion, consisting  of
     time-based Restricted Shares (with the number awarded to be determined
     by  the Company's actuary, based upon the terms and conditions of  the
     Company's SERP-Equivalent Plan), and b) a Performance Restricted Share
     portion, the balance of the award, which consists of performance-based
     shares.  A one-fifth portion of the Performance Restricted Share award
     is  thereafter tested in each year during the restriction period.   In
     order  for the share restrictions to lapse, two requirements  must  be
     met:    (i)   the  value  of  a  Common  Share  (adjusted  for   stock
     distributions, but not reflecting dividends) may not decline from  the
     date  of  the  award to a test date; and (ii) the Common Share  Growth
     Rate must meet or exceed 110% of the Growth Rate of a "Cement Industry
     Peer  Group", when measured from the date of the award to a test date.
     There  is  also  a  provision for "Partial  Lapses"  with  respect  to
     proportionate  amounts of the shares in 10% increments  if  more  than
     101%,  but  less than 110% of the performance objective  is  attained.
     (i.e.,  a  101%  Growth  Rate causes the restrictions  to  lapse  with
     respect  to 10% of the shares, etc.).  If the restrictions on  all  or
     part  of any one-fifth portion of the share award fails to lapse, then
     such  portion or portions are not forfeit until they are retested,  as
     applicable, during the 5-year restriction period.  By agreement,  upon
     the  lapse  of  restrictions  on Performance  Restricted  Shares,  the
     Company will Gross-up participants' compensation.  On May 6, 1996, the
     shareholders   approved  the  material  terms  of  performance   goals
     contained  in  the  fiscal 1995, 1996 and 1997 Performance  Restricted
     Share  awards,  thereby  qualifying such awards as  "performance-based
     compensation" under Section 162(m) of the Code.

           GENERAL  -  The recipient of an award of Restricted Shares  will
     not,  with  respect  to  such  award,  be  deemed  to  have  become  a
     participant  or to have any rights with respect to such award,  unless
     and  until  such  recipient executes an agreement or other  instrument
     evidencing the award and delivers a fully executed copy thereof to the
     Company  and  otherwise complies with the then  applicable  terms  and
     conditions of such award.

           Each  participant  will be issued a certificate  in  respect  of
     Restricted Shares awarded under the 1991 Plan.  Such certificate  will
     be  registered  in  the  name of the participant,  and  will  bear  an
     appropriate legend referring to the terms, conditions and restrictions
     applicable to such award substantially in the following form:

                                    I-7
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                     "The transferability of this certificate and  the
          Common  Shares represented hereby are subject to  the  terms
          and   conditions  (including  forfeiture)  of   the   Medusa
          Corporation  1991 Long-Term Incentive Plan and an  Agreement
          entered  into  between  the  registered  owner  and   Medusa
          Corporation.  Copies of such Plan and Agreement are on  file
          in  the  offices of the Secretary, Medusa Corporation,  3008
          Monticello Boulevard, Cleveland Heights, Ohio 44118."

           All  certificates for Restricted Shares delivered under the Plan
     will be subject to such stop-transfer orders and other restrictions as
     the  Committee  may deem advisable under the rules,  regulations,  and
     other  requirements  of  the Securities and Exchange  Commission  (the
     "Commission"),  any stock exchange upon which the  Common  Shares  are
     then  listed and any applicable federal or state securities laws,  and
     the  Committee may cause a legend or legends to be placed on any  such
     certificates to make appropriate reference to such restrictions.

          The Committee may adopt rules which provide that the certificates
     evidencing such Restricted Shares may be held in custody by a bank  or
     other institution, or that the Company may itself hold such Restricted
     Shares in custody, until the restrictions thereon have lapsed and  may
     require,  as a condition of any award, that the participant deliver  a
     stock  power endorsed in blank relating to the shares covered by  such
     award.

          Recipients of awards under the 1991 Plan are not required to make
     any  payment  or  provide consideration other than  the  rendering  of
     services  to  the Company in connection with the award  of  Restricted
     Shares under the 1991 Plan.

           RESTRICTIONS  -  With  respect to the up to  5-year  restriction
     period  for  the SERP-Equivalent Restricted Shares and the Performance
     Restricted Shares and the 2-year restriction period for the AIP  Award
     Restricted Shares described above commencing with the date of an award
     (the  "Restriction Period"), a participant will not  be  permitted  to
     sell,  transfer, pledge or assign Restricted Shares awarded to him  or
     her.  Any attempt to dispose of Restricted Shares in a manner contrary
     to  such restrictions shall be ineffective.  However, no provisions of
     the  1991  Plan preclude a participant from exchanging any  Restricted
     Shares for any other Common Shares that are similarly restricted.

           FORFEITURE  OF  RESTRICTED  SHARES  -  Except  with  respect  to
     Restricted  Shares awards made by the Committee after May 9,  1994  to
     Senior Executive Officers (whose awards continue to survive on a post-
     employment  basis  for  the balance of the Restriction  Period),  upon
     termination of employment during the Restriction Period for any reason
     or upon the end of the Restriction Period, in either case prior to the
     lapse  or  termination of the relevant restrictions, all shares  still
     subject  to restriction will be forfeited by the participant and  will
     be  reacquired  by  the  Company.  In the  event  of  a  participant's
     retirement,  permanent  total disability, or death,  or  in  cases  of
     special  circumstances, in its sole discretion, when it finds  that  a
     waiver  would  be in the best interests of the Company, the  Committee
     may  waive in whole or in part any or all remaining restrictions  with
     respect to such participant's Restricted Shares.

           In  the event of a change in control of the Company, any and all
     remaining  restrictions  with respect to  a  participant's  Restricted
     Shares  shall lapse.  For purposes of the 1991 Plan, the term  "Change
     in Control" means any of the following events:

                                    I-8
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                     "(a)  The acquisition, other than from the Company, by
          any  individual, entity or group (within the meaning  of  Section
          13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership
          (within  the meaning of Rule 13d-3 promulgated under the Exchange
          Act) of 20% or more of either (i)  the Outstanding Company Common
          Shares or (ii)  the Company Voting Securities; provided, however,
          that the following shall not constitute a Change in Control:  any
          acquisition  by  (A)  the Company or any of its Subsidiaries,  or
          any  employee  benefit  plan  (or  related  trust)  sponsored  or
          maintained by the Company or any of its Subsidiaries, or (B)  any
          corporation  with  respect to which, following such  acquisition,
          more  than  60%,  respectively, of the  then  outstanding  common
          shares  of such corporation and the combined voting power of  the
          then  outstanding voting securities of such corporation  entitled
          to   vote  generally  in  the  election  of  directors  is   then
          beneficially   owned,   directly  or  indirectly,   by   all   or
          substantially all of the individuals and entities  who  were  the
          beneficial  owners,  respectively,  of  the  Outstanding  Company
          Common Shares and Company Voting Securities immediately prior  to
          such  acquisition in substantially the same proportion  as  their
          ownership,  immediately  prior  to  such  acquisition,   of   the
          Outstanding  Company Common Shares and Company Voting Securities,
          as the case may be; or

                     (b)   Individuals who constitute the  Incumbent  Board
          cease for any reason to constitute in excess of two-thirds of the
          Board; provided, however, that any individual becoming a director
          subsequent to February 25, 1991 whose election or nomination  for
          election  by  the Company was approved by a vote of  at  least  a
          majority  of  the  directors then comprising the Incumbent  Board
          shall  be  considered as though such individual were a member  of
          the  Incumbent Board, but excluding, for this purpose,  any  such
          individual  whose initial assumption of office is  in  connection
          with  an  actual or threatened election contest relating  to  the
          election of members of the Board; or

                     (c)  Approval by the shareholders of the Company of  a
          reorganization, merger or consolidation ("Merger"),  unless,  all
          or substantially all of the individuals and entities who were the
          respective  beneficial owners of the Outstanding  Company  Common
          Shares  and  Company Voting Securities immediately prior  to  the
          Merger,  following such Merger do beneficially own,  directly  or
          indirectly,  more than 60%, respectively, of the then outstanding
          common  shares  and  the  combined  voting  power  of  the   then
          outstanding voting securities entitled to vote generally  in  the
          election  of  directors, as the case may be, of  the  corporation
          which  results  from  the  Merger,  in  substantially  the   same
          proportion  as their ownership of the Outstanding Company  Common
          Shares  and  Company  Voting Securities,  as  the  case  may  be,
          immediately prior to the Merger.

                    (d)  Approval by the shareholders of the Company of (i)
          a  complete liquidation or dissolution of the Company or (ii)   a
          sale  or  other disposition of all or substantially  all  of  the
          assets of the Company other than to a corporation with respect to
          which,  following  such  sale  or  disposition,  more  than  60%,
          respectively,  of  the  then outstanding common  shares  and  the
          combined  voting power of the then outstanding voting  securities
          entitled to vote generally in the election of directors  is  then
          owned   beneficially,   directly  or  indirectly,   by   all   or
          substantially all of the individuals and entities  who  were  the
          beneficial  owners,  respectively,  of  the  Outstanding  Company
          Common Shares and Company Voting Securities immediately prior  to
          such sale or disposition in substantially the same proportion  as
          their  ownership  of the Outstanding Company  Common  Shares  and
          Company Voting Securities, as the case may be, immediately  prior
          to such sale or disposition."

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           In  the  event  of a Change in Control, stock options  and  SARs
     immediately  become exercisable, the restrictions  on  all  Restricted
     Shares  lapse  and all performance awards immediately become  payable.
     The 1991 Plan contains special provisions regarding the exercisability
     of  stock  options  and SARs in the event of a Change  in  Control  by
     individuals  subject  to Section 16(b) of the  Exchange  Act  (certain
     officers and directors).

           DIVIDENDS  AND  OTHER RIGHTS - With respect  to  the  Restricted
     Shares,  the participant shall have all of the rights of a shareholder
     of  the Company, including the right to vote the Restricted Shares and
     receive  cash dividends and other distributions with respect  thereto;
     provided nonetheless, that share distributions shall be subject to the
     same restrictions as the Restricted Shares.

           MISCELLANEOUS - No employee or other person will have any  claim
     or  right  to  be granted Restricted Shares under the 1991  Plan,  and
     neither  the  1991  Plan  nor  any action  taken  thereunder  will  be
     construed  as  giving any participant, recipient,  employee  or  other
     person  any right to be retained in the employ of the Company.  Income
     realized  as  a result of an award of Restricted Shares  will  not  be
     included in the participant's earnings for the purpose of any  benefit
     plan  in  which  the  participant may be enrolled  or  for  which  the
     participant   may   become  eligible  unless  otherwise   specifically
     authorized in such plan.

           RESTRICTIONS  ON RESALE OF COMMON SHARES - Under the  Securities
     Act  of 1933, as amended (the "Securities Act"), persons participating
     in  the 1991 Plan who are deemed to be "Affiliates" of the Company are
     restricted  in the resale of the Common Shares owned by them  (whether
     such shares are acquired pursuant to the Plan or otherwise and even if
     the  shares  are  not, or are no longer, subject  to  the  contractual
     transferability  restriction discussed above).  For this  purpose,  an
     "Affiliate" of the Company is any person who controls the Company,  is
     controlled  by  the  Company,  or is under  common  control  with  the
     Company,   whether  directly  or  indirectly  through  one   or   more
     intermediaries.  A corporation's Affiliates would usually include  all
     persons  whose security holdings are substantial enough to affect  its
     management.   Also,  all  directors  and  executive  or  policy-making
     officers are presumed to be Affiliates.  Resales by Affiliates may  be
     made  only  pursuant to an effective registration statement under,  or
     pursuant  to an exemption from, the registration requirements  of  the
     Securities Act.  One such exemption is provided for certain  "brokers'
     transactions"  that comply with all the conditions set forth  in  Rule
     144 of the Commission.  No registration statement covering resales  by
     Affiliates is currently anticipated to be filed.

     b)   STOCK OPTIONS AWARDED FROM 1991 THROUGH 1997

           GENERAL - The terms and conditions of the stock options  awarded
     under  the 1991 Long-Term Incentive Plan are similar to the terms  and
     conditions  of  the  awards under the Medusa  Corporation  1988  Stock
     Option  Plan.   The  fiscal 1991 through fiscal 1994  awards  of  non-
     qualified  stock options were granted for a period of five  years  and
     the fiscal 1995, 1996 and 1997 stock option awards were granted for  a
     period of ten years and are exercisable starting one year from date of
     grant at a cumulative rate of 50% of the total shares available during
     the  second year, 75% during the third year and 100% thereafter.   The
     recipient of an award of stock options will not, with respect to  such
     award,  be  deemed to have become a participant or to have any  rights
     with  respect to such award, unless and until such recipient  executes
     an  agreement or other instrument evidencing the award and delivers  a
     fully executed copy thereof to the Company and otherwise complies with
     the then applicable terms and conditions.

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12
           ELIGIBILITY AND PARTICIPATION - All key employees of the Company
     or  any  majority-owned  subsidiary will be eligible  to  participate,
     including  officers  or employees who may also  be  directors  of  the
     Company  or of any of its subsidiaries, but not including any employee
     who  owns  more  than  10% of the shares of the Company  or  any  such
     subsidiary.   The Committee, in its discretion upon the recommendation
     of  management, will determine those employees who, as key  employees,
     shall be granted stock options in such amounts as may be determined by
     the Committee.

           PURCHASE  PRICE - Incentive Stock Options will be granted  at  a
     price  not  less  than 100% of the average fair market  value  of  the
     shares  on  the  date of grant.  Shares available  for  option  or  so
     optioned  and the option price thereof will be increased or  decreased
     proportionately for any share split, share dividends or other  similar
     share  adjustment.   The Committee may make appropriate  discretionary
     adjustments  or  conversion  for  any  future  mergers,  exchanges  of
     securities, reorganizations, liquidations in whole or in part  or  any
     other  corporate event which would result in a substantial  diminution
     of  the  economic benefit intended for the holders of options  granted
     under  the  1991 Plan.  The purchase price shall be paid in full  upon
     the  exercise of an option either in cash or in whole or in part  with
     Common Shares previously owned by an optionee and valued on the  basis
     of fair market value on the date the option is exercised.  The ability
     to  pay  the  purchase price with Common Shares would permit  possible
     "pyramiding"  in successive and substantially simultaneous  exercises.
     Such  pyramiding  might  permit  an option  holder  to  start  with  a
     relatively small number of shares and exercise all of his or her  then
     exercisable  share  options  with  no  additional  cash  (except   for
     fractional share adjustments) and no more investment than the original
     shares.  On May 8, 1992, all prior stock option award agreements  were
     retroactively amended to limit pyramiding activity by requiring a  six
     month  share  holding  period and all subsequent  stock  option  award
     agreements   have  reflected  the  six  month  share  holding   period
     requirement.  Although it is not obligated to do so, the Committee may
     authorize  the  acceptance of an optionee's surrender of  his  or  her
     right  to  exercise an option, or portion thereof, and the payment  to
     the  optionee of the difference between the fair market value  of  the
     shares  underlying the option or portion thereof and the option  price
     thereof, in cash, or partly in cash and partly in shares.

           CONDITIONS OF EXERCISE OF OPTION - Except with respect to  stock
     option  awards  made  by the Committee after May  9,  1994  to  Senior
     Executive Officers, each option may be exercised in whole or  in  part
     (in lots of ten shares or a multiple thereof) commencing one year from
     the  date  of  grant and ending five or ten years from such  date,  as
     applicable,  but  no  more  than  five  years  after  termination   of
     employment  by  reason  of death, disability or retirement,  or  three
     months  after termination of employment for any reason other than  the
     above.    In   the  case  of  death,  the  option  may  be  exercised,
     respectively, by the employee or his or her heirs only to  the  extent
     that  the employee was entitled thereto on the date of termination  of
     employment  or  death.   No  option  shall  be  transferable   by  the
     employee's  heirs,  except  by will or  by  the  laws  of  descent  or
     distribution.  Beginning one year from the date of grant  and  subject
     to the provisions of Section 422A of the Internal Revenue Code of 1986
     with  respect to the limitation on the aggregate fair market value  of
     options exercisable for the first time in any calendar year, an option
     may be exercised by an employee at a cumulative rate not in excess  of
     50%  of  the total shares optioned during the second year, 75%  during
     the third year and 100% thereafter.

           CHANGE  IN  CONTROL - (For the definition of Change in  Control,
     please refer to Page I-8.)

                                    I-11
13
CURRENT STATUS OF THE 1991 PLAN

      As  of April 22, 1997, the authorized share issuance authority  which
remained  in  the  plan  (2,300,000 shares issuance  authority,  reflecting
awards and cancellations) was 375,182 shares.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

      GENERAL - The following is a brief description of the federal  income
tax  consequences under existing law generally applicable to  awards  under
the  1991  Plan, and is not intended to represent an analysis  of  the  tax
rules as applied to any individual recipient.  EACH PARTICIPANT IS URGED TO
CONSULT HIS OR HER PERSONAL TAX ADVISOR WITH RESPECT TO THE APPLICATION  OF
THE  TAX LAWS TO HIS OR HER PERSONAL CIRCUMSTANCES, CHANGES IN THE LAWS AND
THE POSSIBLE EFFECT OF OTHER TAXES.

      RESTRICTED SHARES - A participant will normally not recognize taxable
income  upon an award of Restricted Shares, and Medusa will not be entitled
to  a  deduction  until  the  lapse of the  restrictions.   Upon  lapse  of
restrictions,  the participant will then recognize ordinary taxable  income
in  an  amount  equal to the fair market value of the Common Shares  as  to
which  the  restrictions have lapsed, and Medusa  will  be  entitled  to  a
deduction  in  the  same amount.  However, a participant  may  elect  under
Section  83(b)  to  recognize  taxable ordinary  income  in  the  year  the
Restricted  Shares are awarded in an amount equal to the fair market  value
of  the shares at that time, determined without regard to the restrictions.
In  such  event, Medusa will then be entitled to a deduction  in  the  same
amount.   Any gain or loss subsequently recognized by the participant  will
be  a capital gain or loss.  If, after making a Section 83(b) election, any
Restricted Shares are forfeited, or if the fair market value at vesting  is
lower  than  the amount on which the participant was taxed, the participant
cannot then claim a deduction.

      STOCK  OPTIONS  - No tax is incurred by the participant  (or  expense
deductible  by Medusa) upon the grant of a nonqualified stock  option.   At
the time of exercise of such an option, the difference between the exercise
price  and the fair market value of Common Shares will constitute  ordinary
income.  Medusa will be allowed a deduction equal to the amount of ordinary
income  recognized  by  the participant.  In the case  of  Incentive  Stock
Options, although no income is recognized upon exercise and Medusa  is  not
entitled  to  a  deduction, the excess of the fair market value  of  Common
Shares  on the date of exercise over the exercise price is treated  by  the
participant  as  an  item  of tax preference for  alternative  minimum  tax
purposes.   If the participant does not dispose of the shares  acquired  on
the  exercise  of  an Incentive Stock Option within one  year  after  their
receipt (and within two years after the grant of the stock option), gain or
loss  recognized on the disposition of the shares will be treated as  long-
term  capital  gain or loss.  In the event of an earlier  disposition,  the
participant may recognize ordinary income and Medusa will be entitled to  a
deduction,  equal  to  the  amount of such  income,  when  the  participant
recognizes income.

      STOCK  APPRECIATION RIGHTS - The participant will not  recognize  any
income  at the time of grant of an SAR.  Upon the exercise of an  SAR,  the
cash  and  the value of any Common Shares received will constitute ordinary
income  to the participant.  Medusa will be entitled to a deduction in  the
amount of such income at the time of exercise.

                                    I-12
14
      PERFORMANCE  AWARDS  -  Normally, a participant  will  not  recognize
taxable income upon the award of the above grants.  Subsequently, when  the
conditions  and  requirements for the grants have been  satisfied  and  the
payment  determined,  any cash received and the fair market  value  of  any
Common  Shares received will constitute ordinary income to the participant.
Medusa will also then be entitled to a deduction in the same amount.

      ALL  AWARDS - The Committee has discretion as to any award under  the
1991  Plan  to  award  a participant a separate cash  amount  at  exercise,
vesting  or  lapse  of  restrictions  to  meet  mandatory  tax  withholding
obligations or reimburse for any individual taxes paid.  Special tax  rules
may  apply to any awards granted under the 1991 Plan to individuals subject
to Section 16 of the Act.

                                    I-13
15
                                 PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The  following  documents filed by Medusa Corporation (the  "Company")  are
incorporated by reference into this Registration Statement:

           1)   The  Company's  Registration Statement  on  Form  10  filed
     pursuant  to Section 12-g of Exchange Act, as amended by the Company's
     Forms  8  filed  pursuant  to Section 12  of  the  Exchange  Act;  the
     Company's Registration Statement on Forms 8A filed pursuant to Section
     12  of  the  Exchange  Act as amended by the Company's  Form  8  filed
     pursuant to Section 12 of the Exchange Act.

           2)   The Company's Annual Report on Form 10-K for the year ended
     December 31, 1996.

           3)   The Company's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1997.

           4)   Amended  Articles  of Incorporation of  Medusa  Corporation
     incorporated  by reference to Appendix V to the Company's  Information
     Statement (which was filed as an exhibit to the Amended Form 10,  File
     No. 0-17011) and as amended December 15, 1995.

           5)   Code  of Regulations of Medusa Corporation incorporated  by
     reference to Appendix VI to the Company's Information Statement (which
     was filed as an exhibit to the Amended Form 10, File No. 0-17011).

           6)  Medusa Corporation 1991 Long-Term Incentive Plan, as amended
     through March 27, 1995 (which was filed as an exhibit to the Form S-8,
     File No. 33-46182 in February 1996).

           7)   Form  of  Medusa Corporation Performance  Restricted  Share
     Agreement  under  1991 Long-Term Incentive Plan (form  used  for  1995
     awards,  which was filed as an exhibit to the Form S-8, File  No.  33-
     46182 in February 1996).

           8)  Form of Medusa Corporation Stock Option Agreement under 1991
     Long-Term  Incentive Plan (form used for 1995 awards, which was  filed
     as an exhibit to the Form S-8, File No. 33-46182 in February 1996).

The  consolidated  financial statements incorporated in  this  Registration
Statement by reference to the Company's Annual Report on Form 10-K for  the
year  ended  December 31, 1996 have been audited by Deloitte & Touche  LLP,
independent  accountants, as stated in their report which  is  incorporated
herein  by  reference, and have been so incorporated in reliance  upon  the
report of such firm, given upon their authority as experts in auditing  and
accounting.

All  documents  subsequently  filed by  the  Company  with  the  Commission
pursuant  to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act  after
the date of this Registration Statement, but prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold  or  which
deregisters all such securities then remaining unsold, shall be  deemed  to
be  incorporated  by  reference  into this  Registration  Statement.   Each
document  incorporated by reference into this 
                                    II-1
16
Registration Statement  shall be  deemed  to be a part of this Registration 
Statement from the date of the filing of such document with the  Commission 
until the information contained therein  is  superseded  or  updated by any 
subsequently filed document  which  is  incorporated by reference into this 
Registration Statement  or  by  any document  which constitutes part of the 
prospectus relating to  the  Medusa Corporation  1991  Long-Term  Incentive 
Plan  (the  "Plan")  meeting  the  requirements  of  Section 10(a)  of  the 
Securities Act.

Item 4.  Description of Securities

The class of securities to be offered under this Registration Statement  is
registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

The  legality  of  the  Common Shares to which this Registration  Statement
relates  has  been passed upon for the Company by John P.  Siegfried,  Vice
President, Secretary and General Counsel of the Company.  Mr. Siegfried  is
paid  a  salary by the Company, participates in benefit plans  provided  to
executive  officers  of the Company, from time-to-time,  from  fiscal  1991
through the filing of this Form S-8, has been granted Restricted Shares and
stock  options  pursuant to the Plan, and is eligible  for  further  grants
pursuant to the Plan.

Item 6.  Indemnification of Directors and Officers

  Section 1701.13 of the Ohio General Corporation Law, as amended, provides
in relevant part as follows:

           (E)(1)   A  corporation may indemnify or agree to indemnify  any
     person  who was or is a party or is threatened to be made a party,  to
     any  threatened,  pending  or completed action,  suit  or  proceeding,
     whether  civil, criminal, administrative or investigative, other  than
     an action by or in the right of the corporation, by reason of the fact
     that  he  is  or  was a director, officer, employee or  agent  of  the
     corporation, or is or was serving at the request of the corporation as
     a   director,   trustee,  officer,  employee  or  agent   of   another
     corporation,   domestic   or  foreign,  nonprofit   or   for   profit,
     partnership,  joint  venture,  trust  or  other  enterprise,   against
     expenses, including attorney's fees, judgments, fines and amounts paid
     in  settlement  actually and reasonably incurred by him in  connection
     with such action, suit or proceeding if he acted in good faith and  in
     a  manner  he reasonably believed to be in or not opposed to the  best
     interests of the corporation, and with respect to any criminal  action
     or  proceeding,  had no reasonable cause to believe  his  conduct  was
     unlawful.   The  termination  of any action,  suit  or  proceeding  by
     judgment,  order, settlement or conviction, or upon  a  plea  of  nolo
     contendere  or  its  equivalent,  shall  not,  of  itself   create   a
     presumption that the person did not act in good faith, and in a manner
     he  reasonably believed to be in or not opposed to the best  interests
     of  the  corporation  and,  with respect to  any  criminal  action  or
     proceeding,  he had reasonable cause to believe that his  conduct  was
     unlawful.

          (2)  A corporation may indemnify or agree to indemnify any person
     who  was  or  is a party or is threatened to be made a party,  to  any
     threatened, pending or completed action or suit by or in the right  of
     the  corporation to procure a judgment in its favor by reason  of  the
     fact  that he is or was a director, officer, employee or agent of  the
     corporation, or is or was serving at the request of the corporation as
     a  director,  trustee,  officer,  employee  or  an  agent  of  another
     corporation,   domestic   or  foreign,  nonprofit   or   for   profit,
     partnership,  joint  venture,  trust  or  other  enterprise,   against
     expenses, including attorney's fees, actually and reasonably  incurred
     by  him in connection with the defense or settlement of such action or
     suit  if he acted in good faith and in a manner he reasonably believed
     to  be  in  or  not opposed to the best interests of the  corporation,
     except that no indemnification shall be made in respect of any of  the
     following:
                                    II-2
17
                    (a)  Any claim, issue or matter as to which such person
          is  adjudged  to  be liable for negligence or misconduct  in  the
          performance  of his duty to the corporation unless, and  only  to
          the  extent that the Court of Common Pleas or the court in  which
          such action or suit was brought determines upon application that,
          despite  the adjudication of liability, but in view  of  all  the
          circumstances  of the case, such person is fairly and  reasonably
          entitled  to indemnity for such expenses as the Court  of  Common
          Pleas or such other court shall deem proper;

                     (b)   Any  action or suit in which the only  liability
          asserted against a director is pursuant to Section 1701.95 of the
          Revised Code.

          (3)  To the extent that a director, trustee, officer, employee or
     agent has been successful on the merits or otherwise in defense of any
     action, suit or proceeding referred to in division (E)(1) and  (2)  of
     this section, or in defense of any claim, issue or matter therein,  he
     shall  be  indemnified  against expenses, including  attorney's  fees,
     actually and reasonably incurred by him in connection with the action,
     suit or proceeding.

           (4)   Any indemnification under divisions (E)(1) and (2) of this
     section,  unless ordered by a court, shall be made by the  corporation
     only  as  authorized  in the specific case upon a  determination  that
     indemnification of the director, trustee, officer, employee  or  agent
     is  proper  in  the  circumstances because he has met  the  applicable
     standard  of  conduct set forth in divisions (E)(1) and  (2)  of  this
     section. Such determination shall be made as follows:

                     (a)   By  a  majority vote of a quorum  consisting  of
          directors  of the indemnifying corporation who were not  and  are
          not  parties  to  or  threatened with any such  action,  suit  or
          proceeding;

                     (b)  If the quorum described in division (E)(4)(a)  of
          this  section is not obtainable or if a majority vote of a quorum
          of  disinterested directors so directs, in a written  opinion  by
          independent  legal  counsel other than an  attorney,  or  a  firm
          having  associated with it an attorney, who has been retained  by
          or  who  has performed services for the corporation or any person
          to be indemnified within the past five years;

                    (c)  By the shareholders; or

                    (d)  By the Court of Common Pleas or the court in which
          such action, suit or proceeding was brought.

           Any  determination  made  by the disinterested  directors  under
     division  (E)(4)(a)  or  by independent legal counsel  under  division
     (E)(4)(b) of this section shall be promptly communicated to the person
     who  threatened or brought the action or suit, by or in the  right  of
     the  corporation under division (E)(2) of this section, and within ten
     days  after receipt of such notification, such person shall  have  the
     right to petition the Court of Common Pleas or the court in which such
     action  or  suit  was  brought to review the  reasonableness  of  such
     determination.

               (5)  (a)  Unless at the time of a director's act or omission
          that is the subject of an action, suit or proceeding referred  to
          in  divisions (E)(1) and (2) of this section, the articles or the
          regulations of a corporation state by specific reference to  this
          division that the provisions of the division do not apply to  the
          corporation  and  unless the only liability  asserted  against  a
          director  in  an  action, 
                                    II-3
18
          suit or proceeding referred to in divisions (E)(1) and (2) of this 
          section  is  pursuant  to  Section 1701.95  of  the  Revised Code, 
          expenses, including  attorney's  fees,  incurred by  a director in 
          defending  the  action,  suit  or proceeding shall be paid by  the 
          corporation  as  they  are  incurred,  in  advance  of  the  final 
          disposition  of the  action, suit or proceeding upon receipt of an 
          undertaking by or on behalf of the  director in which he agrees to 
          do both of the following:

                               (i)   Repay such amount if it is  proved  by
               clear  and  convincing  evidence in  a  court  of  competent
               jurisdiction that his action or failure to act  involved  an
               act  or omission undertaken with deliberate intent to  cause
               injury  to  the  corporation  or  undertaken  with  reckless
               disregard for the best interests of the corporation;

                                (ii)    Reasonably   cooperate   with   the
               corporation concerning the action, suit or proceeding.

                    (b)  Expenses, including attorney's fees, incurred by a
          director,  trustee, officer, employee or agent in  defending  any
          action,  suit or proceeding referred to in divisions  (E)(1)  and
          (2)  of this section, may be paid by the corporation as they  are
          incurred, in advance of the final disposition of the action, suit
          or proceeding as authorized by the directors in the specific case
          upon  the  receipt  of  an undertaking by or  on  behalf  of  the
          director,  trustee,  officer, employee or  agent  to  repay  such
          amount, if it ultimately is determined that he is not entitled to
          be indemnified by the corporation.

           (6)  The indemnification authorized by this section shall not be
     and shall be in addition to, exclusive of, any other rights granted to
     those seeking indemnification under the articles or the regulations or
     any  agreement,  vote of shareholders or disinterested  directors,  or
     otherwise, both as to action in his official capacity and as to action
     in  another capacity while holding such office, and shall continue  as
     to  a  person  who  has  ceased  to be a director,  trustee,  officer,
     employee  or  agent  and  shall inure to the  benefit  of  the  heirs,
     executors and administrators of such a person.

          (7)  A corporation may purchase and maintain insurance or furnish
     similar  protection, including but not limited to trust funds, letters
     of  credit or self-insurance, on behalf of or for any person who is or
     was  a director, officer, employee or agent of the corporation, or  is
     or  was  serving  at  the request of the corporation  as  a  director,
     trustee,  officer, employee or agent of another corporation,  domestic
     or foreign, nonprofit or for profit, partnership, joint venture, trust
     or  other enterprise, against any liability asserted against  him  and
     incurred by him in any such capacity, or arising out of his status  as
     such, whether or not the corporation would have the power to indemnify
     him  against  such  liability under this section.   Insurance  may  be
     purchased  from  or maintained with a person in which the  corporation
     has a financial interest.

          (8)  The authority of a corporation to indemnify persons pursuant
     to divisions (E)(1) and (2) of this section does not limit the payment
     of  expenses as they are incurred, indemnification, insurance or other
     protection that may be provided pursuant to divisions (E)(5), (6)  and
     (7)  of this section.  Divisions (E)(1) and (2) of this section do not
     create  any  obligation  to  repay or  return  payments  made  by  the
     corporation pursuant to divisions (E)(5), (6) or (7).

           (9)   As  used  in  this division, references  to  "corporation"
     includes all constituent corporations in a consolidation or merger and
     the  new or surviving corporation, so that any person who is or was  a
     director,   officer,   employee  or  agent  of  such   a   constituent
     corporation,  or is or was serving at the request of such  constituent
     corporation  as  a director, trustee, officer, employee  or  agent  of
     another  corporation, 
                                    II-4
19
     domestic  or  foreign,  nonprofit  or  for  profit, partnership, joint 
     venture, trust or other enterprise, shall stand in the  same  position 
     under this section with respect to the  new  or surviving  corporation 
     as he would if he had  served the new or surviving  corporation in the 
     same capacity.

  Article X of the Company's Articles of Incorporation provides as follows:

                                ARTICLE X

                             INDEMNIFICATION

   SECTION 1.  RIGHT TO INDEMNIFICATION.  Each person who was or is made  a
party  or is threatened to be made a party to or is involved in any action,
suit   or   proceeding,   whether   civil,  criminal,   administrative   or
investigative (hereinafter a "proceeding"), by reason of the fact that  he,
or a person of whom he is the legal representative, is or was a director or
officer  of  the  Corporation or is or was serving at the  request  of  the
Corporation  as director, officer, trustee or agent of another  corporation
or  of  a  partnership, joint venture, trust or other enterprise, including
service  with respect to employee benefit plans, whether the basis of  such
proceeding  is  alleged  action  in an official  capacity  as  a  director,
officer,  trustee  or agent or in any other capacity  while  serving  as  a
director, officer, trustee or agent, shall be indemnified and held harmless
by  the  Corporation to the fullest extent authorized by the  Ohio  General
Corporation  Law, as the same exists or may hereafter be amended  (but,  in
the  case  of  any such amendment, only to the extent that  such  amendment
permits the Corporation to provide broader indemnification rights than said
law  permitted the Corporation to provide prior to such amendment), against
all  expense,  liability  and loss (including attorneys'  fees,  judgments,
fines,  ERISA excise taxes or penalties and amounts paid or to be  paid  in
settlement)  reasonably incurred or suffered by such person  in  connection
therewith  and such indemnification shall continue as to a person  who  has
ceased  to be a director, officer, trustee or agent and shall inure to  the
benefit  of  his  or  her  heirs, executors and  administrators;  provided,
however,  that,  except, as provided in Section 2 of this  Article  X,  the
Corporation  shall  indemnify any such person  seeking  indemnification  in
connection  with a proceeding (or part thereof) initiated  by  such  person
only  if  such proceeding (or part thereof) was authorized by the Board  of
Directors  of  the Corporation.  The right to indemnification conferred  in
this  Section shall be a contract right and shall include the right  to  be
paid  by  the  Corporation  the expenses incurred  in  defending  any  such
proceeding  as incurred and in advance of its final disposition;  provided,
however,  that the payment of such expenses as incurred and in  advance  of
the  final disposition of a proceeding shall be made only upon delivery  to
the Corporation of any undertaking required by the Ohio General Corporation
Law.   The  Corporation may, by action of its Board of  Directors,  provide
indemnification  to  agents of the Corporation  and  to  employees  of  the
Corporation who are not directors or officers of the Corporation  with  the
same  scope  and effect as the foregoing indemnification of  directors  and
officers.

   SECTION 2.  RIGHT OF CLAIMANT TO BRING SUIT.  If a claim under Section 1
of this Article X is not paid in full by the Corporation within thirty days
after  a  written claim has been received by the Corporation, the  claimant
may  at  any time thereafter bring suit against the Corporation to  recover
the  unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of prosecuting  such
claim.   It  shall be a defense to any such action (other  than  an  action
brought  to  enforce  a  claim  for  expenses  incurred  in  defending  any
proceeding  as incurred and in advance of its final disposition  where  the
required  undertaking,  if  any  is required,  has  been  tendered  to  the
Corporation)  that the claimant has not met the standards of conduct  which
make  it  permissible  under  the  Ohio General  Corporation  Law  for  the
Corporation  to  indemnify the claimant for the  amount  claimed,  but  the
burden  of  proving such defense shall be on the Corporation.  Neither  the
failure  of  the Corporation (including its Board of Directors, independent
legal  counsel, or its shareholders) to have made a determination prior  to
the  commencement of such action that 
                                    II-5
20
indemnification of  the claimant  is proper  in the circumstances because he 
has met the applicable standard  of conduct  set  forth  in the Ohio General 
Corporation Law, nor an actual determination by the  Corporation  (including 
its Board of Directors, independent legal counsel, or its shareholders) that 
the  claimant  has not  met such  applicable standard of conduct, shall be a 
defense to the action or create a presumption that the claimant has not  met 
the applicable standard of conduct.

   SECTION 3.  NON-EXCLUSIVITY OF RIGHTS.  The right to indemnification and
the  payment of expenses incurred in defending a proceeding in  advance  of
its final disposition conferred in this Article X shall not be exclusive of
any  other  right which any person may have or hereafter acquire under  any
statute,  provision of the Articles or the Regulations of the  Corporation,
agreement, vote of shareholders or disinterested directors or otherwise.

  SECTION 4.  INSURANCE.  The Corporation may maintain insurance or furnish
similar  protection, including but not limited to trust funds,  letters  of
credit or self-insurance, on behalf of or for itself and any person who  is
or  was a director, officer, employee or agent of the Corporation or is  or
was  serving  at  the  request of the Corporation as a  director,  trustee,
officer,  employee  or  agent  of another corporation,  partnership,  joint
venture,  trust or other enterprise against any liability asserted  against
him  and incurred by him in any such capacity or arising out of his  status
as  such,  whether or not the Corporation would have the power to indemnify
such person against such liability under the Ohio General Corporation Law.

Item 7.  Exhibits

   The  following exhibits are filed herewith as part of this  Registration
Statement:

Exhibit No.

     4.1  Amended   Articles   of  Incorporation  of   Medusa   Corporation
          incorporated  by  reference  to  Appendix  V  to  the   Company's
          Information  Statement (which was filed  as  an  exhibit  to  the
          Amended  Form  10, File No. 0-17011) and as amended December  15,
          1995.

     4.2  Code  of  Regulations  of  Medusa  Corporation  incorporated   by
          reference  to Appendix VI to the Company's Information  Statement
          (which was filed as an exhibit to the Amended Form 10, File No. 0-
          17011).
     
     4.3  Medusa  Corporation  1991 Long-Term Incentive  Plan,  as  amended
          through March 27, 1995 (which was filed as an exhibit to the Form
          S-8, File No. 33-46182 in February 1996).
     
     4.4  Form of Medusa Corporation Performance Restricted Share Agreement
          under  1991 Long-Term Incentive Plan (form used for 1995  awards,
          which  was filed as an exhibit to the Form S-8, File No. 33-46182
          in February 1996).
     
     4.5  Form of Medusa Corporation Stock Option Agreement under 1991 Long-
          Term  Incentive Plan (form used for 1995 awards, which was  filed
          as  an  exhibit  to the Form S-8, File No. 33-46182  in  February
          1996).
     
     5.1  Opinion  of  John  P.  Siegfried, Vice President,  Secretary  and
          General  Counsel  of  the  Company, as to  the  legality  of  the
          securities being registered.
     
     23.1 Consent of Independent Accountants.
                                    II-6
21
     23.2 The consent of John P. Siegfried to the use of his opinion as  an
          exhibit to this Registration Statement is included in his opinion
          filed as Exhibit 5.1.

Item 8.  Undertakings.

  a)  The undersigned registrant hereby undertakes:

          1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

                     (i)   To  include any prospectus required  by  Section
          10(a)(3) of the Securities Act;

                     (ii)  To reflect in the prospectus any facts or events
          arising  after  the effective date of the Registration  Statement
          (or  the  most  recent post-effective amendment  thereof)  which,
          individually or in the aggregate, represent a fundamental  change
          in the information set forth in the Registration Statement;

                    (iii)  To include any material information with respect
          to  the  plan  of  distribution not previously disclosed  in  the
          Registration Statement or any material change to such information
          in the Registration Statement;

                          Provided, however, that paragraphs (a)(1)(i)  and
               (a)(1)(ii)  do not apply if the information required  to  be
               included  in a post-effective amendment by those  paragraphs
               is  contained  in periodic reports filed by  the  registrant
               pursuant to Section 13 or Section 15(d) of the Exchange  Act
               that  are  incorporated  by reference  in  the  Registration
               Statement.

           2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed  to
     be  a  new  Registration Statement relating to the securities  offered
     therein,  and  the offering of such securities at that time  shall  be
     deemed to be the initial bona fide offering thereof.

           3)   To  remove  from registration by means of a  post-effective
     amendment  any of the securities being registered which remain  unsold
     at the termination of the offering.

   b)   The undersigned registrant hereby undertakes that, for purposes  of
determining  any  liability under the Securities Act, each  filing  of  the
registrant's  annual report pursuant to Section 13(a) or Section  15(d)  of
the  Exchange  Act  that is incorporated by reference in  the  Registration
Statement  shall be deemed to be a new registration statement  relating  to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

    c)    1)   The  undersigned registrant hereby undertakes to deliver  or
     cause to be delivered with the prospectus to each employee to whom the
     prospectus is sent or given, a copy of the registrant's annual  report
     to  shareholders  for  its  last fiscal  year,  unless  such  employee
     otherwise  has  received  a copy of such report,  in  which  case  the
     registrant  shall  state  in  the prospectus  that  it  will  promptly
     furnish,  without charge, a copy of such report on written request  of
     the  employee.   If the last fiscal year of the registrant  has  ended
     within  120 days prior to the use of the prospectus, the annual report
     of  the  registrant for the preceding fiscal year may be so delivered,
     but  within such 120-day period the annual report for the last  fiscal
     year will be furnished to each such employee.
                                    II-7
22
          (In  the event that an appendix is utilized by the registrant  to
     update information in the prospectus, the registrant hereby undertakes
     (i) to  provide  individuals  who have already received copies of  the
     prospectus with a copy of any such current appendix, (ii)  to  furnish
     an  additional  prospectus, upon request, to anyone who  misplaces  or
     discards his previous copy, (iii)  to supply new participants  in  the
     Plan  with both the prospectus and current appendix and (iv)  to  file
     copies of such appendices with the Commission in accordance with Rules
     424(c) under the Securities Act of 1933.)

          2)   The undersigned registrant hereby undertakes to transmit  or
     cause  to  be transmitted to all employees participating in the  Plan,
     who  do  not  otherwise receive such material as shareholders  of  the
     registrant, at the time and in the manner such material is sent to its
     shareholders,  copies  of  all reports,  proxy  statements  and  other
     communications distributed to its shareholders generally.

                        *   *   *   *   *   *   *

   h)       Insofar  as  indemnification for liability  arising  under  the
Securities  Act  may  be permitted to directors, officers  and  controlling
persons  of  the  registrant  pursuant  to  the  foregoing  provisions,  or
otherwise,  the  registrant has been advised that in  the  opinion  of  the
Commission  such indemnification is against public policy as  expressed  in
the  Securities Act and is, therefore, unenforceable.  In the event that  a
claim  for indemnification against such liabilities (other than the payment
by  the  registrant of expenses incurred or paid by a director, officer  or
controlling  person  of  the registrant in the successful  defense  of  any
action,  suit  or  proceeding) is asserted by  such  director,  officer  or
controlling person in connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the matter  has  been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction  the question whether such indemnification by  it  is  against
public  policy as expressed in the Securities Act and will be  governed  by
the final adjudication of such issue.

                 *   *   *   *   *   *   *   *   *   *

                                SIGNATURES

The  Registrant.   Pursuant to the requirements of the  Securities  Act  of
1933,  the  registrant certifies that it has reasonable grounds to  believe
that  it  meets all of the requirements for filing a Form S-8 and has  duly
caused  this  Registration Statement to be signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of Cleveland,  and  the
State of Ohio on this 13th day of June, 1997.

                                        MEDUSA CORPORATION
                                        
                                        
                                      By:/s/ John P. Siegfried
                                         ---------------------
                                         John P. Siegfried
                                         Vice  President, Secretary and 
                                         General Counsel
                                         (Principal Legal Officer)

                                    II-8
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Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,   this
Registration Statement has been signed below by John P. Siegfried, Esquire,
who has been authorized and appointed as attorney-in-fact to execute in the
name  of  each  person and to file the above Registration Statement  making
such  changes  in  the  Registration  Statement  as  the  registrant  deems
appropriate.
Signature                     Title                            Date
     ---------                     -----                            ----
Chairman, Chief Executive Officer
                            and a Director
/s/ R. S. Evans             (Principal Executive Officer)         June 13, 1997
--------------------------
R. S. Evans
                          
                            President and a Director
/s/ George E. Uding, Jr.    (Principal Operating Officer)         June 13, 1997
--------------------------
George E. Uding, Jr.
                                                                 
                            Vice President-Finance and Treasurer
/s/ R. Breck Denny          (Principal Financial Officer)         June 13, 1997
--------------------------
R. Breck Denny

                            Corporate Controller
/s/ Edward A. Doles         (Principal Accounting Officer)        June 13, 1997
--------------------------
Edward A. Doles

/s/ Mone Anathan, III       Director                              June 13, 1997
--------------------------
Mone Anathan, III

/s/ E. Thayer Bigelow, Jr.  Director                              June 13, 1997
--------------------------
E. Thayer Bigelow, Jr.

/s/ Richard S. Forte        Director                              June 13, 1997
--------------------------
Richard S. Forte

/s/ Dorsey R. Gardner       Director                              June 13, 1997
--------------------------
Dorsey R. Gardner

/s/ Jean Gaulin             Director                              June 13, 1997
--------------------------
Jean Gaulin

/s/ Dwight C. Minton        Director                              June 13, 1997
--------------------------
Dwight C. Minton

/s/ Charles J. Queenan, Jr. Director                              June 13, 1997
--------------------------
Charles J. Queenan, Jr.

/s/ Boris Yavitz            Director                              June 13, 1997
--------------------------
Boris Yavitz
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