Exhibit 5.1
                                   
                  [  Medusa Corporation Letterhead  ]
                                June 13, 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 on Form S-8 (the "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 first Registration
Statement on Form S-8 filed with respect to the Plan, 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  a
second  Registration Statement on Form S-8 filed with respect  to  the
Plan on February 15, 1996.  The third Registration Statement on Form S-
8  filed in respect to the Plan (enclosed), 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.  Thus, the total authorized issuance  under
the Plan is now 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
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