SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                          A. P. Green Industries, Inc.
                          ----------------------------
             (Exact name of registrant as specified in its charter)


               Delaware                                      43-0899374
- ----------------------------------------           ----------------------------
(State of incorporation or organization)           (IRS Employer Identification
                                                    No.)

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

Securities to be registered pursuant to Section 12(b) of the Act:

          Title of each class                 Name of each exchange on which
          to be so registered                 each class is to be registered
          -------------------                 ------------------------------

          Preferred Stock                     New York Stock Exchange, Inc.
          Purchase Rights with                -----------------------------
          Respect to Common
          Stock, par value $1.00
          per share             
          ----------------------


If this Form relates to the  registration  of a class of debt  securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box.|_|

If this Form relates to the registration of a class of debt securities and is to
become  effective   simultaneously   with  the  effectiveness  of  a  concurrent
registration  statement  under the  Securities  Act of 1933  pursuant to General
Instruction A.(c)(2), please check the following box.|_|

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None









Item 1.           Description of Registrant's Securities to be Registered.
                  --------------------------------------------------------

                  The description of the  Registrant's  preferred stock purchase
rights set forth under the caption  "Description of A.P. Green Capital Stock" of
the Registrant's Registration Statement on Form 10 (File No. 0-16452) filed with
the  Securities  and  Exchange  Commission,   is  incorporated  herein  by  this
reference.


Item 2.           Exhibits.
                  ---------

                  The following exhibits are included herewith:

Exhibit No.       Description
- -----------       -----------


1, 2              Conformed  copy  of Rights  Agreement dated as of December 22,
                  1987 between the Registrant and Harris Trust and Savings Bank,
                  which  includes  as  Exhibit B the form of Right  Certificate,
                  filed as Exhibit 4.2 to the Company's  Registration  Statement
                  on Form 10 (File No.  0-16452)  filed with the  Securities and
                  Exchange Commission, is incorporated herein by this reference

3                 All additional  exhibits  required by Instruction II to Item 2
                  of Form 8-A will be supplied  to the New York Stock  Exchange,
                  Inc.









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                                    SIGNATURE

                  Pursuant to the  requirements  of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned thereto duly authorized.

                                          A. P. GREEN INDUSTRIES, INC.



Date:  September 11, 1997                 By:/s/Gary L. Roberts
                 --                          ---------------------------------
                                               Gary L. Roberts
                                               Vice President, Chief Financial
                                               Officer and Treasurer


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