Exhibit 5.1
                                   
                  [  Medusa Corporation Letterhead  ]
                                May 23, 1997

Medusa Corporation
Lee and Monticello Boulevards
Cleveland Heights, Ohio  44118

Gentlemen,

I   am  Vice  President,  Secretary  and  General  Counsel  of  Medusa
Corporation (the "Company").  This opinion is furnished as an  Exhibit
to   Registration  Statement  Amendment  on  Form  S-8  (the  "Amended
Registration Statement"), under the Company's 1991 Long-Term Incentive
Plan  (the  "Plan"),  filed by the Company  with  the  Securities  and
Exchange  Commission,  for  the purpose of registering  the  Company's
Common  Shares,  without par value (the "Common  Shares"),  under  the
Securities and Exchange Act of 1934, as amended.

On  May  6,  1991,  the  shareholders of the  Company  authorized  the
issuance  of up to 500,000 Common Shares to officers and key employees
of   the  Company  under  the  Plan,  as  contained  in  the  original
Registration Statement on Form S-8 dated March 4, 1992.  On October 7,
1993  a stock distribution at the rate of one additional Common  Share
for  each  two Common Shares held added 250,000 Common Shares  to  the
above  authority.   On May 9, 1994, the shareholders  of  the  Company
authorized  the issuance of up to an additional 750,000 Common  Shares
to  officers and key employees of the Company under the Plan, both  of
which  events were reflected in an Amended and Restated Form S-8 dated
February  15,  1996.   The  enclosed Amended  and  Restated  Form  S-8
reflects the authorization by the shareholders of the Company  on  May
6,  1996  of the issuance of up to an additional 800,000 Common Shares
to  officers  and key employees of the Company under the Plan.   Thus,
the  total  authorized  issuance under the Plan  is  2,300,000  Common
Shares.

In  connection  with  rendering  this opinion,  I  have  examined  the
Articles of Incorporation of the Company, corporate proceedings of the
Company,  and  such other documents and such questions  of  law  as  I
deemed necessary or appropriate.

Based on the foregoing, I am pleased to advise you that in my opinion:

     (i)  the Company has been duly incorporated and is a lawfully and
validly existing corporation under the laws of the State of Ohio; and

     (ii)  the Articles of Incorporation of the Company, amended as of
May  9,  1994,  authorizes  the issuance of up  to  50,000,000  Common
Shares,  of  which 18,526,510 Common Shares are issued and outstanding
on  the  date  of this opinion, and the issued and outstanding  Common
Shares were validly issued and are fully paid and nonassessable.

I  hereby consent to the filing of this opinion as an Exhibit  to  the
Registration Statement.

                                Sincerely,

                                /s/ John P. Siegfried
                                John P. Siegfried
JPS:gsd