SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-Q


                   QUARTERLY REPORT UNDER SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended    March 31, 1997           Commission File Number  1-1687
                     --------------                                 ----------


                              PPG INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

 
 
                Pennsylvania                               25-0730780
(State or other jurisdiction of incorporation           (I.R.S. Employer
                or organization)                       Identification No.)

 
One PPG Place, Pittsburgh, Pennsylvania                      15272
(Address of principal executive offices)                   (Zip Code)
 
                                 (412) 434-3131
              (Registrant's telephone number, including area code)



As of April 30, 1997, 180,271,393 shares of the Registrant's common stock, par
value $1.66-2/3 per share, were outstanding.

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.

                         Yes  X                 No
                            -----                  -----

 
                     PPG INDUSTRIES, INC. AND SUBSIDIARIES



                                     INDEX





                                                                         PAGE(S)
                                                                      
Part I.   Financial Information

  Item 1.   Financial Statements:
 
     Condensed Statement of Income......................................    2
 
     Condensed Balance Sheet............................................    3
 
     Condensed Statement of Cash Flows..................................    4
 
     Notes to Condensed Financial Statements............................  5-7
 
  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations.......................... 8-11


Part II.   Other Information

  Item 4.   Submission of Matters to a Vote of Security Holders.........   12


  Item 6.   Exhibits and Reports on Form 8-K............................   13


Signature...............................................................   14



                                      -1-

 
                        PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements
- ------------------------------

                     PPG INDUSTRIES, INC. AND SUBSIDIARIES

                   Condensed Statement of Income (Unaudited)
                   -----------------------------------------
                      (Millions, except per share amounts)




 
 
                                          Three Months Ended March 31
                                          ---------------------------
                                              1997           1996
                                          -------------  ------------
 
                                                   
Net sales...............................       $1,776.6      $1,748.8
Cost of sales...........................        1,086.8       1,067.2
                                               --------      --------
        Gross profit....................          689.8         681.6
                                               --------      --------
 
Other expenses:
        Selling, general and                      247.7         238.9
         administrative.................
        Depreciation....................           84.7          83.2
        Research and development........           58.0          58.6
        Interest........................           25.0          22.0
        Other charges...................           20.5          16.8
                                               --------      --------
          Total other expenses..........          435.9         419.5
                                               --------      --------
 
Other earnings..........................           24.7          25.6
                                               --------      --------
 
Income before income taxes and
 minority interest......................          278.6         287.7
 
Income taxes............................          105.9         109.3
 
Minority interest.......................            6.7           6.1
                                               --------      --------
 
Net income..............................       $  166.0      $  172.3
                                               ========      ========
 
Earnings per share......................       $   0.91      $   0.90
                                               ========      ========
 
Dividends per share.....................       $   0.33      $   0.30
                                               ========      ========
 
Average shares outstanding..............          182.3         192.4
                                               ========      ========


The accompanying notes to the condensed financial statements are an integral
part of this statement.

                                      -2-

 
                     PPG INDUSTRIES, INC. AND SUBSIDIARIES

                      Condensed Balance Sheet (Unaudited)
                      -----------------------------------


 
                                                    March 31      Dec. 31
                                                      1997         1996
                                                  -----------  -----------
                                                         (Millions)
                                                         
Assets
- ------
Current Assets:
   Cash and cash equivalents..................... $    109.5   $     69.6
   Receivables-net...............................    1,344.8      1,225.6
   Inventories (Note 2)..........................      819.6        796.5
   Other.........................................      193.4        204.7
                                                  ----------   ----------
     Total current assets........................    2,467.3      2,296.4
 
   Property (less accumulated depreciation of
      $3,772.8 million and $3,774.7 million).....    2,871.4      2,913.5
           
   Investments...................................      229.8        254.4
   Other assets..................................      984.7        977.1
                                                  ----------   ----------
     Total....................................... $  6,553.2   $  6,441.4
                                                  ==========   ==========
 
Liabilities and Shareholders' Equity
- ----------------------------------------
Current liabilities:
   Short-term borrowings and current
      portion of long-term debt.................  $    590.2   $    648.3
   Accounts payable and accrued liabilities.....     1,055.4      1,105.5
   Income taxes.................................        81.2         15.1
                                                  ----------   ----------
     Total current liabilities..................     1,726.8      1,768.9
 
Long-term debt (Note 6).........................     1,008.3        833.9
Deferred income taxes...........................       411.4        419.1
Accumulated provisions..........................       352.7        339.5
Other postretirement benefits...................       523.9        521.2
                                                  ----------   ----------
          Total liabilities.....................     4,023.1      3,882.6
                                                  ----------   ----------
 
Commitments and contingent liabilities (Note 5).
Minority interest...............................        77.3         76.2
                                                  ----------   ----------
 
Shareholders' equity:
   Common stock.................................       484.3        484.3
   Additional paid-in capital...................        97.6         96.6
   Retained earnings............................     4,866.4      4,759.8
   Treasury stock...............................    (2,758.1)    (2,667.2)
   Unearned compensation........................      (159.5)      (171.3)
   Minimum pension liability adjustment.........       (10.2)        (9.9)
   Currency translation adjustment..............       (67.7)        (9.7)
                                                  ----------   ----------
     Total shareholders' equity.................     2,452.8      2,482.6
                                                  ----------   ----------
 
     Total......................................  $  6,553.2   $  6,441.4
                                                  ==========   ==========


The accompanying notes to the condensed financial statements are an integral
part of this statement.

                                      -3-

 
                     PPG INDUSTRIES, INC. AND SUBSIDIARIES

                 Condensed Statement of Cash Flows (Unaudited)
                 ---------------------------------------------


 
                                                                   Three Months Ended March 31
                                                                   -----------------------------
                                                                        1997            1996
                                                                    -----------      ----------
                                                                               
                                                                             (Millions)
 
Cash from operating activities...................................      $  163.3      $  139.7
                                                                       --------      --------
Investing activities:
   Capital spending..............................................        (103.2)       (116.6)
   Reduction of investments......................................           2.7          10.4
   Other.........................................................           1.7            .3
                                                                       --------      --------
     Cash used for investing activities..........................         (98.8)       (105.9)
                                                                       --------      --------
 
Financing activities:
   Net change in borrowings with
     maturities of three months or less..........................         (62.5)         283.2
   Proceeds from other short-term debt...........................          26.3           17.1
   Repayment of other short-term debt............................         (22.6)         (14.1)
   Proceeds from long-term debt..................................         202.6            2.7
   Repayment of long-term debt...................................         (24.3)         (95.2)
   Repayment of loans by employee stock
     ownership plan..............................................          11.8            5.6
   Purchase of treasury stock, net...............................         (93.8)        (191.4)
   Dividends paid................................................         (60.2)         (57.8)
                                                                       --------       --------
     Cash used for financing activities..........................         (22.7)         (49.9)
                                                                       --------       --------
 
Effect of currency exchange rate changes
  on cash and cash equivalents...................................          (1.9)           (.5)
                                                                       --------       --------
 
Net increase (decrease) in cash and  cash equivalents............          39.9          (16.6)
 
Cash and cash equivalents, beginning of period...................          69.6          105.6
                                                                       --------       --------
 
Cash and cash equivalents, end of period.........................      $  109.5       $   89.0
                                                                       ========       ========
 


The accompanying notes to the condensed financial statements are an integral
part of this statement.

                                      -4-

 
                     PPG INDUSTRIES, INC. AND SUBSIDIARIES

              Notes to Condensed Financial Statements (Unaudited)
              ---------------------------------------------------


1.  Financial Statements
    --------------------

     The condensed financial statements included herein are unaudited.  In the
     opinion of management, these statements include all adjustments, consisting
     only of normal, recurring adjustments, necessary for a fair presentation of
     the financial position of PPG Industries, Inc. and subsidiaries (the
     Company or PPG) at March 31, 1997, and the results of their operations and
     their cash flows for the three months ended March 31, 1997 and 1996.  These
     condensed financial statements should be read in conjunction with the
     financial statements and notes thereto incorporated by reference in PPG's
     Annual Report on Form 10-K for the year ended December 31, 1996.

     The results of operations for the three months ended March 31, 1997 are not
     necessarily indicative of the results to be expected for the full year.

 
2.    Inventories
      -----------

     Inventories at March 31, 1997 and December 31, 1996 are detailed below.



 
                                                      March 31  Dec. 31
                                                        1997     1996
                                                      --------  -------
                                                           
                                                           (Millions)
     Finished products and work in process..........    $563.8   $547.3
     Raw materials..................................     135.8    133.9
     Supplies.......................................     120.0    115.3
                                                        ------   ------
 
        Total.......................................    $819.6   $796.5
                                                        ======   ======


     Most domestic and certain foreign inventories are valued using the last-in,
     first-out method.  If the first-in, first-out method had been used,
     inventories would have been $198.2 million and $203.7 million higher at
     March 31, 1997 and December 31, 1996, respectively.


3.   Cash Flow Information
     ---------------------

     Cash payments for interest were $18.5 million and $20.6 million for the
     three months ended March 31, 1997 and 1996, respectively.  Net cash
     payments for income taxes for the three months ended March 31, 1997 and
     1996 were $46.3 million and $43.8 million, respectively.

                                      -5-

 
4.   Business Segment Information
     ----------------------------


 
                                                               Three Months Ended March 31
                                                              -----------------------------
                                                                    1997           1996
                                                              --------------  -------------
                                                                        
                                                                         (Millions)
Net sales:
  Coatings and Resins.......................................      $  713         $  692
  Glass.....................................................         659            666
  Chemicals.................................................         405            391
                                                                  ------         ------
 
    Total...................................................      $1,777         $1,749
                                                                  ======        =======
 
Operating income:
  Coatings and Resins.......................................      $  124         $  115
  Glass.....................................................          89            103
  Chemicals.................................................          89             91
                                                                  ------         ------
 
    Total operating income..................................         302            309
 
Interest expense - net......................................         (23)           (20)
 
Other unallocated corporate expense - net...................          --             (1)
                                                                  ------         ------
 
Income before income taxes and minority interest............     $   279         $  288
                                                                 =======         ======
 
 


5.  Commitments and Contingent Liabilities
    --------------------------------------

     PPG is involved in a number of lawsuits and claims, both actual and
     potential, including some which it has asserted against others, in which
     substantial money damages are sought.  PPG's lawsuits and claims against
     others include claims against insurers and other third parties with respect
     to actual and contingent losses related to environmental matters.
     Management believes that the outcome of all lawsuits and claims involving
     PPG, in the aggregate, will not have a material effect on PPG's
     consolidated financial position, results of operations or liquidity.

     It is PPG's policy to accrue expenses for environmental contingencies when
     it is probable that a liability has been incurred and the amount of loss
     can be reasonably estimated.  Reserves for environmental contingencies are
     exclusive of claims against third parties and are not discounted.  As of
     March 31, 1997 and December 31, 1996, PPG had reserves for environmental
     contingencies totaling $91 million. Pre-tax charges against income for
     environmental remediation costs for the three months ended March 31, 1997
     and 1996 were $7 million in each period.  Cash outlays related to such
     charges aggregated $7 million and $9 million for the three months ended
     March 31, 1997 and 1996, respectively.

     Management anticipates that the resolution of the Company's environmental
     contingencies, which will occur over an extended period of time, will not
     result in future annual charges against income that are significantly
     greater than those recorded in recent years.  It is possible, however, that
     technological, regulatory and

                                      -6-

 
     enforcement developments, the results of environmental studies and other
     factors could alter this expectation. In management's opinion, the Company
     operates in an environmentally sound manner and the outcome of the
     Company's environmental contingencies will not have a material effect on
     PPG's financial position or liquidity.

     In addition to the amounts currently reserved, the Company may be subject
     to loss contingencies related to environmental matters estimated to be as
     much as $200 million to $400 million, which range is unchanged from
     December 31, 1996. Such unreserved losses are reasonably possible but are
     not currently considered to be probable of occurrence.  The Company's
     environmental contingencies are expected to be resolved over an extended
     period of time.  Although the unreserved exposure to future loss relates to
     all sites, a significant portion of such exposure involves three operating
     plant sites and one closed plant site.  Initial remedial actions are
     occurring at these sites.  Studies to determine the nature of the
     contamination are reaching completion and the need for additional remedial
     actions, if any, is presently being evaluated.  The loss contingencies
     related to the remaining portion of such unreserved exposure include
     significant unresolved issues such as the nature and extent of
     contamination, if any, at sites and the methods that may have to be
     employed should remediation be required.  With respect to certain waste
     sites, the financial condition of any other potentially responsible parties
     also contributes to the uncertainty of estimating PPG's final costs.
     Although contributors of waste to sites involving other potentially
     responsible parties may face governmental agency assertions of joint and
     several liability, in general, final allocations of costs are made based on
     the relative contributions of wastes to such sites.  PPG is generally not a
     major contributor to such sites.  The impact of evolving programs, such as
     natural resource damage claims, industrial site reuse initiatives and state
     voluntary remediation programs, also adds to the present uncertainties with
     regard to the ultimate resolution of this unreserved exposure to future
     loss.  Although insurers and other third parties may cover a portion of
     these costs, to the extent they are incurred, any potential recovery is not
     included in this unreserved exposure to future loss.

     The Company's assessment of the potential impact of these environmental
     contingencies is subject to considerable uncertainty due to the complex,
     ongoing and evolving process of investigation and remediation, if
     necessary, of such environmental contingencies.


6.   Long-term Debt
     --------------

     On February 21, 1997, the Company issued $100 million of non-redeemable 6-
     1/4% notes due February 15, 2002 and $100 million of redeemable 6-7/8%
     notes due February 15, 2012.

                                      -7-

 
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
- -------  -----------------------------------------------------------------------
         of Operations
         -------------

Performance Overview

During the first quarter of 1997, sales increased to $1.78 billion compared to
$1.75 billion in the first quarter of 1996. Sales increased as a result of
improved volumes in each of our business segments combined with the effect of
several minor acquisitions in our coatings and resins segment.  These
improvements were partially offset by lower sales prices in our glass segment,
particularly in Europe, lower sales prices for caustic soda products in our
chemicals segment, and the unfavorable effects of foreign currency translation
in both the coatings and resins and glass segments.

The gross profit percentage decreased slightly to 38.8% compared to 39.0% in the
prior year's quarter.  The benefits realized from improved manufacturing
efficiencies within the glass and chemicals segments, slightly higher sales
prices and lower raw material costs in our coatings and resins segment, and
favorable sales mix changes in our three segments were more than offset by the
negative effects of lower sales prices and inflation within the glass and
chemicals segments.

Net income and earnings per share for the first quarter of 1997 were $166.0
million and $0.91, respectively, compared to net income and earnings per share
of $172.3 million and $0.90, respectively, for the first quarter of 1996.  The
decrease in net income in the current quarter is attributable to the same
factors that contributed to the gross profit percentage decrease described
above, higher selling, general and administrative expenses as a result of our
growth initiatives and increased advertising costs, increased interest costs due
to higher outstanding indebtedness, and higher other charges.  Partially
offsetting these negative factors were higher overall sales volumes and lower
income tax expense.  Reduced average shares outstanding, due to repurchases of
PPG's common stock by the Company, favorably impacted earnings per share in the
current quarter.

Performance of Business Segments

Coatings and resins sales increased to $713 million in the first quarter of 1997
compared to $692 million in the same quarter of 1996.  Sales increased due to
the impact of volume gains for industrial coatings and automotive refinish
products in both North America and Europe, improved volumes for automotive
original coatings products in North America, improved sales prices for
automotive refinish and industrial products in North America, and sales from
several minor acquisitions.  These improvements were partially mitigated by the
unfavorable effects of foreign currency translation and lower volumes
experienced in the North American architectural coatings business.  Operating
income increased to $124 million from $115 million when comparing the first
quarter of 1997 and 1996.  The improvement in operating income was due to the
same factors that contributed to the sales increase and lower raw material
costs, principally in Europe.  Partially offsetting these positive factors were
higher overhead costs due principally to growth initiatives in South America and
Asia and the negative effects of inflation.

Glass sales decreased to $659 million in the first quarter of 1997 compared to
$666 million in the first quarter of 1996.  Volume increases for our North
American automotive original glass and fiber glass products, worldwide flat
glass products, and aircraft products were more than offset by lower selling
prices for our European and North American fiber glass and flat glass products,
the unfavorable effects of foreign currency translation, and lower North
American automotive replacement glass volumes.  Operating income decreased to

                                      -8-

 
$89 million in the first quarter of 1997 compared to $103 million in the prior
year's quarter. The decline in operating income was due to the same factors that
contributed to the lower sales levels, unfavorable sales mix changes in our
automotive original glass and fiber glass businesses, and the negative effects
of inflation.  Improved manufacturing efficiencies and slightly reduced overhead
costs only partially offset these unfavorable factors.

Chemicals sales increased to $405 million in the first quarter of 1997 compared
to $391 million in the first quarter of 1996 principally due to volume increases
in the specialty chemicals business, particularly for Transitions optical lenses
and silica products, volume gains for chlorine, caustic soda, and solvents, and
higher selling prices for chlorine and vinyl chloride monomer.  Lower selling
prices for caustic soda partially offset these favorable factors.  Operating
income decreased slightly to $89 million in the current quarter versus $91
million in the comparable quarter of the prior year.  The favorable effects of
increased volumes in the specialty chemicals and chlor-alkali businesses and
improved manufacturing efficiencies were more than offset by the decline in
sales prices for caustic soda, the negative effects of inflation, particularly
on ethylene and energy costs, and slightly higher environmental expenses.
Increased advertising and selling expenses for Transitions optical lenses in the
current quarter also impacted operating income.

Other Factors

The reduction in income tax expense in the current quarter is the result of
lower pre-tax earnings as the effective income tax rate remained at 38% in each
of the periods.  Income taxes payable experienced an increase due to the timing
of estimated tax payments.

The increase in long-term debt in the current quarter results from the issuance
of $100 million of non-redeemable 6-1/4% notes due February 15, 2002 and $100
million of redeemable 6-7/8% notes due February 15, 2012.  The proceeds from the
issuance of the notes were used for general corporate purposes, including the
repayment of commercial paper.

Accounting Standards

During the first quarter of 1997, the Company adopted the provisions of
Statement of Position (SOP) No. 96-1, "Environmental Remediation Liabilities."
The adoption of SOP No. 96-1 did not have a material impact on the Company's
financial position or results of operations in the quarter.  Further, the
adoption of SOP No. 96-1 did not affect the Company's cash flow.

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share."  The impact on the
Company's reported earnings per share of adopting this new standard will not be
material.

Commitments and Contingent Liabilities, including Environmental Matters

PPG is involved in a number of lawsuits and claims, both actual and potential,
including some which it has asserted against others, in which substantial money
damages are sought.  PPG's lawsuits and claims against others include claims
against insurers and other third parties with respect to actual and contingent
losses related to environmental matters. Management believes that the outcome of
all lawsuits and claims involving PPG, in the aggregate, will not have a
material effect on PPG's consolidated financial position, results of operations
or liquidity.

                                      -9-

 
It is PPG's policy to accrue expenses for environmental contingencies when it is
probable that a liability has been incurred and the amount of loss can be
reasonably estimated. Reserves for environmental contingencies are exclusive of
claims against third parties and are not discounted.  As of March 31, 1997 and
December 31, 1996, PPG had reserves for environmental contingencies totaling $91
million.  Pre-tax charges against income for environmental remediation costs for
the three months ended March 31, 1997 and 1996 were $7 million in each period.
Cash outlays related to such charges aggregated $7 million and $9 million for
the three months ended March 31, 1997 and 1996, respectively.

Management anticipates that the resolution of the Company's environmental
contingencies, which will occur over an extended period of time, will not result
in future annual charges against income that are significantly greater than
those recorded in recent years.  It is possible, however, that technological,
regulatory and enforcement developments, the results of environmental studies
and other factors could alter this expectation.  In management's opinion, the
Company operates in an environmentally sound manner and the outcome of the
Company's environmental contingencies will not have a material effect on PPG's
financial position or liquidity.

In addition to the amounts currently reserved, the Company may be subject to
loss contingencies related to environmental matters estimated to be as much as
$200 million to $400 million, which range is unchanged from December 31, 1996.
Such unreserved losses are reasonably possible but are not currently considered
to be probable of occurrence.  The Company's environmental contingencies are
expected to be resolved over an extended period of time.  Although the
unreserved exposure to future loss relates to all sites, a significant portion
of such exposure involves three operating plant sites and one closed plant site.
Initial remedial actions are occurring at these sites.  Studies to determine the
nature of the contamination are reaching completion and the need for additional
remedial actions, if any, is presently being evaluated.  The loss contingencies
related to the remaining portion of such unreserved exposure include significant
unresolved issues such as the nature and extent of contamination, if any, at
sites and the methods that may have to be employed should remediation be
required.  With respect to certain waste sites, the financial condition of any
other potentially responsible parties also contributes to the uncertainty of
estimating PPG's final costs.  Although contributors of waste to sites involving
other potentially responsible parties may face governmental agency assertions of
joint and several liability, in general, final allocations of costs are made
based on the relative contributions of wastes to such sites.  PPG is generally
not a major contributor to such sites.  The impact of evolving programs, such as
natural resource damage claims, industrial site reuse initiatives and state
voluntary remediation programs, also adds to the present uncertainties with
regard to the ultimate resolution of this unreserved exposure to future loss.
Although insurers and other third parties may cover a portion of these costs, to
the extent they are incurred, any potential recovery is not included in this
unreserved exposure to future loss.

The Company's assessment of the potential impact of these environmental
contingencies is subject to considerable uncertainty due to the complex, ongoing
and evolving process of investigation and remediation, if necessary, of such
environmental contingencies.

Foreign Currency, Interest Rate and Commodity Price Risk

As a multinational company, PPG manages its transaction exposure to foreign
currency risk to minimize the volatility of cash flows caused by currency
fluctuations.  The Company manages it foreign currency transaction exposures
principally through the purchase of

                                      -10-

 
forward and option contracts. It does not hedge its exposure to translation
gains and losses; however, by borrowing in local currencies it reduces such
exposure. The fair value of the forward and option contracts purchased and
outstanding as of March 31, 1997 and December 31, 1996, was not material.

The Company manages its interest rate risk in order to balance its exposure
between fixed and variable rates while attempting to minimize its interest
costs.  PPG principally manages its interest rate risk by retiring and issuing
debt from time to time.  To a limited extent, PPG manages its interest rate risk
through the purchase of interest rate swaps.  As of March 31, 1997 and December
31, 1996, the notional principal amount and fair value of interest rate swaps
held were not material.

The Company also uses commodity swap contracts to reduce its exposure to
fluctuations in prices for natural gas.  The fair value of such swap contracts
purchased and outstanding as of March 31, 1997 and December 31, 1996, was not
material.

PPG's policies do not permit active trading of, or speculation in, derivative
instruments.

                                      -11-

 
                          PART II.   OTHER INFORMATION


Item 4.   Submission of Matters to a Vote of Security Holders
- -------------------------------------------------------------

At the Company's Annual Meeting of Shareholders held on April 17, 1997 (the
"Annual Meeting"), the shareholders voted on the following matters with the
results shown below.

1.   On the matter of the election of four directors to serve for the terms
     indicated in the proxy statement relating to the Annual Meeting, the vote
     was as follows:



        Nominees                  Votes For    Votes Withheld
    -----------------           -----------    -------------- 
                                         
    Jerry E. Dempsey            142,110,351       2,172,566
    Steven C. Mason             142,152,236       2,130,681
    Thomas J. Usher             140,955,918       3,326,999
    David R. Whitwam            142,151,811       2,131,106


     There were no broker nonvotes with respect to this matter.

     Each of the nominees was therefore elected a director to serve for the
     terms indicated in the proxy statement relating to the Annual Meeting.


2.   On the matter of the election of Deloitte & Touche LLP as auditors for the
     Company for the year 1997, the vote was as follows:

     For:  142,809,765       Against:  730,708       Abstain:  734,225

     Therefore, Deloitte & Touche LLP were elected auditors for the Company for
     1997.


3.   On the proposal to approve amendments to, and the restatement of, the PPG
     Industries, Inc. 1984 Stock Option Plan, the vote was as follows:

     For:  115,324,868        Against:  12,322,153    Abstain:  2,596,649

     There were 14,039,247 broker nonvotes with respect to this matter.

     Therefore, the amended and restated plan was approved.

                                      -12-

 
Item 6.   Exhibits and Reports on Form 8-K
- ------------------------------------------


     (a)  Exhibits

          (4.1)  Indenture, dated as of August 1, 1982 (filed as Exhibit 4.1 to
                 the Company's Form S-3, Number 2-78575, dated July 27, 1982,
                 and incorporated herein by reference).

          (4.2)  First Supplemental Indenture, dated as of April 1, 1986 (filed
                 as Exhibit 4.2 to the Company's Form S-3, Number 33-03938,
                 dated March 12, 1986, and incorporated herein by reference).

          (4.3)  Second Supplemental Indenture, dated as of October 1, 1989
                 (filed as Exhibit 4.4 to the Company's Form 8-K dated
                 November 8, 1995, and incorporated herein by reference).

          (4.4)  Third Supplemental Indenture, dated as of November 1, 1995
                 (filed as Exhibit 4.5 to the Company's Form 8-K dated
                 November 8, 1995, and incorporated herein by reference).

          (4.5)  Forms of Debt Securities (included in Exhibit 4.1).

          (10)   PPG Industries, Inc. Stock Plan.

          (11)   Computation of Earnings Per Share.

          (27)   Financial Data Schedule.


     (b)  Reports on Form 8-K

          (1)    The Company filed a Form 8-K on February 18, 1997, dated
                 January 16, 1997, whereby the Company's press release
                 reporting fourth quarter 1996 earnings and a computation of
                 the ratio of earnings to fixed charges were filed as exhibits.

                                      -13-

 
                                   SIGNATURE
                                   ---------



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
 
 
                                           PPG INDUSTRIES, INC.
                                   ---------------------------------
                                             (Registrant)
 
 
 
 
 
Date:         May 6, 1997         By        /s/ W. H. Hernandez
                                    ---------------------------------     
                                             W. H. Hernandez
                                      Senior Vice President, Finance
                                        (Principal Financial and
                                         Accounting Officer and
                                        Duly Authorized Officer)
 

                                      -14-

 
                     PPG INDUSTRIES, INC. AND SUBSIDIARIES
                     -------------------------------------


                               INDEX TO EXHIBITS



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

 (10)        PPG Industries, Inc. Stock Plan

 (11)        Computation of Earnings Per Share

 (27)        Financial Data Schedule