1
                       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 the quarter ended February 29, 1996            Commission file number 1-1499



                         EAGLE-PICHER INDUSTRIES, INC.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)



              OHIO                                  31-0268670
- ------------------------------------       ------------------------------------
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)


         580 Walnut Street, P. O. Box 779, Cincinnati, Ohio    45201
- --------------------------------------------------------------------------------
         (Address of principal executive offices)             Zip Code


Registrant's telephone number, including area code    513-721-7010



                               (Not Applicable)
- --------------------------------------------------------------------------------
              Former name, former address and former fiscal year,
                         if changed since last report


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 twelve months, and (2) has been subject to such filing
requirements for the past 90 days.                            Yes  X   No
                                                                 -----   ------
11,040,932 shares of common capital stock, par value $1.25 per share, were
outstanding at April 12, 1996.










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                                TABLE OF CONTENTS







                                                                     Page

                                                                    Number

                          PART I. FINANCIAL INFORMATION

                                                                  
Item 1.  Financial Statements....................................     3

     Consolidated Statement of Income............................     3
     Consolidated Balance Sheet..................................     4
     Consolidated Statement of Cash Flows........................     6
     Notes to Consolidated Financial Statements..................     8

Item 2.  Management's Discussion and Analysis of Financial
     Condition and Results of Operations.........................    12


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.......................................    14

Item 3.  Defaults Upon Senior Securities.........................    14

Item 6.  Exhibits and Reports on Form 8-K........................    14

Signatures.......................................................    15

Exhibit Index....................................................    16





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                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.

                          EAGLE-PICHER INDUSTRIES, INC.
                        CONSOLIDATED STATEMENT OF INCOME
                 (Dollars in thousands except per share amounts)






                                  Three Months Ended
                                    February 29(28)
                                   1996         1995
                                  -------      -------

                                       
Net Sales                       $ 208,582    $ 197,603
                                  -------      -------
Operating Costs and Expenses:
Cost of products sold             174,364      163,288
Selling and administrative         20,847       19,202
                                  -------      -------
                                  195,211      182,490
                                  -------      -------

Operating Income                   13,371       15,113

Interest expense                     (487)        (487)
Other income                          327          385
                                  -------      -------

Income Before Reorganization
  Items and Taxes                  13,211       15,011

Reorganization items                   68         (425)
                                  -------      -------

Income Before Taxes                13,279       14,586

Income Taxes                        1,771        1,554
                                  -------      -------

Net Income                      $  11,508    $  13,032
                                  =======      =======

Income per Share                $    1.04    $    1.18
                                  =======      =======




See accompanying notes to the consolidated financial statements.




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                          EAGLE-PICHER INDUSTRIES, INC.
                           CONSOLIDATED BALANCE SHEET
                             (Dollars in thousands)




ASSETS                                                     Feb. 29    Nov. 30
                                                             1996       1995
                                                          ---------  ---------
CURRENT ASSETS
                                                                
  Cash and cash equivalents                                $101,414   $ 93,330
  Receivables, less allowances                              128,534    127,044
  Income tax refund receivable                                  679      4,402
  Inventories:
    Raw materials and supplies                               40,199     42,140
    Work in process                                          25,643     23,349
    Finished goods                                           17,280     18,158
                                                          ---------  ---------
                                                             83,122     83,647

  Prepaid expenses                                           14,558     17,695
                                                          ---------  ---------

        Total current assets                                328,307    326,118
                                                          ---------  ---------

PROPERTY, PLANT AND EQUIPMENT                               445,707    441,957
  Less accumulated depreciation                             289,495    286,139
                                                          ---------  ---------
        Net property, plant and equipment                   156,212    155,818

DEFERRED INCOME TAXES                                        66,324     62,824

OTHER ASSETS                                                 32,613     35,313
                                                          ---------  ---------

        Total Assets                                       $583,456   $580,073
                                                          =========  =========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable                                         $ 35,874   $ 40,318
  Long-term debt - current portion                            2,766      1,525
  Income taxes                                                5,237      4,789
  Other current liabilities                                  32,804     35,991
                                                          ---------  ---------
        Total current liabilities                            76,681     82,623
                                                          ---------  ---------

LIABILITIES SUBJECT TO COMPROMISE                         2,662,528  2,662,530

LONG-TERM DEBT - less current portion                        18,109     19,103

POSTRETIREMENT BENEFITS OTHER THAN PENSIONS                  21,971     21,720

OTHER LONG-TERM LIABILITIES                                   4,852      5,405
                                                          ---------  ---------

        Total liabilities                                 2,784,141  2,791,381
                                                          ---------  ---------



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                          EAGLE-PICHER INDUSTRIES, INC.
                           CONSOLIDATED BALANCE SHEET
                             (Dollars in thousands)




                                                       Feb. 29       Nov. 30
                                                         1996          1995
                                                      ---------     ---------
                                                             
SHAREHOLDERS' EQUITY (DEFICIT)
  Common shares - par value $1.25 per share
     authorized 30,000,000 shares, issued
     11,125,000 shares                                 $ 13,906      $ 13,906
  Additional paid-in capital                             36,378        36,378
  Accumulated deficit                                (2,249,781)   (2,261,289)
  Unrealized gain on investments                            275           333
  Foreign currency translation                              450         1,277
                                                      ---------     ---------
                                                     (2,198,772)   (2,209,395)

Cost of 84,068 common treasury shares                    (1,913)       (1,913)
                                                      ---------     ---------

        Total Shareholders' Equity (Deficit)         (2,200,685)   (2,211,308)
                                                      ---------     ---------

        Total Liabilities and Shareholders' Equity
          (Deficit)                                    $583,456      $580,073
                                                      =========     =========




See accompanying notes to the consolidated financial statements.


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                          EAGLE-PICHER INDUSTRIES, INC.
                    CONSOLIDATED STATEMENT OF CASH FLOWS
                                              (Dollars in thousands)



                                                         Three Months Ended
                                                           February 29(28)
                                                           1996      1995
                                                           ----      ----
CASH FLOWS FROM OPERATING ACTIVITIES:
                                                             
   Net income                                           $ 11,508   $ 13,032
   Adjustments to reconcile net income
      to net cash provided by (used in)
      operating activities:
         Depreciation and amortization                     7,653      7,116
         Changes in assets and liabilities:
            Receivables                                   (1,490)   (15,679)
            Inventories                                      525     (3,280)
            Deferred taxes                                (3,500)    (5,000)
            Accounts payable                              (4,444)    (5,292)
            Accrued liabilities                           (3,187)       407
            Other                                          9,541      4,211
                                                       ---------  ---------


              Net cash provided by (used in)
              operating activities                        16,606     (4,485)


CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                   (9,745)    (6,457)
   Other                                                     898       (626)
                                                       ---------  ---------

               Net cash used in
               investing activities                       (8,847)    (7,083)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Reduction of long-term debt                              (365)      (410)
   Other                                                     690          -
                                                       ---------  ---------


               Net cash provided by (used in)
               financing activities                          325       (410)
















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                          EAGLE-PICHER INDUSTRIES, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                             (Dollars in thousands)






                                                        Three Months Ended
                                                          February 29(28)
                                                         1996         1995
                                                      ---------   ---------

                                                              
Net increase (decrease) in cash and cash equivalents      8,084     (11,978)

Cash and cash equivalents, beginning of period           93,330      92,606
                                                      ---------   ---------

Cash and cash equivalents, end of period               $101,414    $ 80,628
                                                      =========   =========

Supplemental cash flow information:
  Cash paid during the year:
     Interest paid                                      $   410    $    493
     Income taxes paid (net of refunds received)        $ 1,100    $    641























See accompanying notes to consolidated financial statements.


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                          EAGLE-PICHER INDUSTRIES, INC.

                   Notes to Consolidated Financial Statements


A.  Proceedings Under Chapter 11
    ----------------------------

     On January 7, 1991 ("petition date"), Eagle-Picher Industries, Inc.
("Company") and seven of its domestic subsidiaries each filed a voluntary
petition for relief under chapter 11 of the United States Bankruptcy Code
("chapter 11") in the United States Bankruptcy Court for the Southern District
of Ohio, Western Division, in Cincinnati, Ohio ("Bankruptcy Court"). Each filing
entity, other than EDI, Inc., is currently operating its business as a debtor in
possession in accordance with the provisions of the Bankruptcy Code.

     An Unsecured Creditors' Committee ("UCC"), an Injury Claimants' Committee
("ICC"), an Equity Security Holders' Committee ("ESC"), and a Legal
Representative for Future Claimants ("RFC") have been appointed in the chapter
11 cases. An unofficial asbestos co-defendants' committee has also been
participating in the chapter 11 cases. In accordance with the provisions of the
Bankruptcy Code, these parties have the right to be heard with respect to
transactions outside the ordinary course of business. The official committees
and the RFC typically are the entities with which the Company would negotiate
the terms of a plan of reorganization. In June 1992, a mediator was appointed by
the Bankruptcy Court to assist the constituencies in their negotiations.

     On November 9, 1993, the Company reached an agreement on the principal
elements of a joint plan of reorganization. The agreement was with the ICC and
the RFC, the representatives of the holders of present and future
asbestos-related personal injury and other toxic tort claims in the Company's
chapter 11 case, and was reached with the assistance of the mediator. One of the
principal elements of the agreement was a negotiated settlement of the Company's
aggregate liability for such claims in the amount of $1.5 billion. As a
consequence of this agreement, the Company recorded a provision in the fourth
quarter of 1993 of $1.135 billion to increase the asbestos liability subject to
compromise to $1.5 billion. The Company also recorded a provision of $41.4
million in 1993 for environmental and other litigation claims in anticipation of
settlement of such claims.

     Throughout 1994, the Company, the ICC and the RFC continued to refine the
details of a joint plan of reorganization ("Original Plan"). The Original Plan
was filed with the Bankruptcy Court on February 28, 1995. The Original Plan did
not have the support of the UCC or the ESC because they did not agree with the
amount of the aggregate asbestos liability which had been negotiated and which
was used in the Original Plan to determine the allocation of the consideration
to be distributed to the unsecured creditor and shareholder classes. As a result
of the dispute, the Company was unable to move forward with the Original Plan.
In order to resolve this dispute, the Company filed a motion in July 1995
requesting that the Bankruptcy Court estimate the Company's aggregate liability
on account of present and future asbestos-related personal injury claims. The
Bankruptcy Court ruled in December 1995 that such estimated liability is $2.5
billion ("Estimation Ruling"). The UCC, the ESC and two individual members of
the UCC have filed notices of appeal of the Estimation Ruling. The UCC has also
asked the Bankruptcy Court to amend the Estimation Ruling on the grounds that
the Court, through inadvertence or mistake, overestimated the liability for
future asbestos-related personal injury claims by approximately $500 million. 
The Company does not know when decision will be rendered by the appellate court
or the Bankruptcy Court.

     On April 9, 1996, the Company filed a First Amended Consolidated Plan of
Reorganization ("Amended Plan") reflecting the Estimation Ruling. The principal
substantive modification to the Original Plan relates to the allocation of the
consideration to be distributed under the plan to the various classes of
unsecured claims.


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     The Amended Plan, like the Original Plan, contemplates a resolution of the
Company's liability for all present and future asbestos-related personal injury
claims and certain other tort claims. These claims will be assumed and resolved
by an independently administered claims trust ("Trust"). The Amended Plan
provides for the distribution of cash, notes and common stock of the reorganized
Company to the Trust and to holders of allowed unsecured claims on a pro-rata
basis proportionate to the percentage of their claims to the total of the
Liabilities Subject to Compromise. Accordingly, pursuant to the Amended Plan,
the Trust will be distributed approximately 94% of such cash, notes and stock,
and claimants holding environmental-related and other pre-petition unsecured
claims will be distributed approximately 6% of such cash, notes and stock.

     Pursuant to the Amended Plan, claims entitled to priority under the
Bankruptcy Code and convenience claims (pre-petition general unsecured claims of
$500 or less or claims that are reduced to that amount) will be paid in full, in
cash. The Amended Plan also resolves and discharges all asbestos-related
property damage claims, as further discussed in Note B below. Under the
Bankruptcy Code, shareholders are not entitled to any distribution under a plan
of reorganization unless all classes of pre-petition creditors receive
satisfaction in full of their allowed claims or accept a plan which allows
shareholders to participate in the reorganized company or to receive a
distribution. Under the Amended Plan, existing shareholders will receive no
distributions and their shares will be canceled.

     Following the Estimation Ruling, the Company recorded a provision of
approximately $1.0 billion to increase the asbestos liability subject to
compromise to the amount estimated by the Bankruptcy Court. This resulted in a
negative shareholders' equity in excess of $2.2 billion. As a result, the
Company filed a motion in the Bankruptcy Court in December 1995 seeking an order
directing the United States Trustee to disband the ESC on the basis that
existing equity holders do not have an economic interest in the chapter 11
cases. In January 1996, the Bankruptcy Court ruled that the ongoing activities
of the ESC shall be limited to pursuing its appeal of the Estimation Ruling.

     The accompanying consolidated financial statements have been prepared on a
going concern basis which contemplates continuity of operations, realization of
assets and liquidation of liabilities in the ordinary course of business. The
liabilities subject to compromise listed above have been reported on the basis
of the expected amount of the allowed claims even though they may be settled for
lesser amounts. Upon confirmation of a plan of reorganization, the Company would
utilize the "fresh-start" reporting principles contained in the AICPA's
Statement of Position 90-7, which would result in adjustments relating to the
amounts and classification of recorded assets and liabilities, determined as of
the plan confirmation date. Pursuant to the Amended Plan, the ultimate
consideration to be received by the unsecured creditors will be substantially
less than the amounts shown in the accompanying Consolidated Balance Sheet.
Until a plan of reorganization is confirmed, however, the Company cannot be
certain of the final terms and provisions thereof or the ultimate amount
creditors will receive.

     Liabilities incurred by the Company as of the petition date and subject to
compromise under a plan of reorganization are separately classified in the
Consolidated Balance Sheet and include the following (in thousands of dollars):



                                    February 29,         November 30,
                                       1996                 1995
                                     ----------          -----------

                                                   
Asbestos liability                   $2,502,511          $ 2,502,511
Long-term debt (unsecured portion)       62,003               62,003
Accounts payable                         41,234               41,236
Accrued and other liabilities            56,780               56,780
                                     ----------          -----------
                                     $2,662,528          $ 2,662,530
                                     ==========          ===========


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     The net expense (income) resulting from the Company's administration of the
chapter 11 cases has been segregated from expenses related to ordinary
operations in the accompanying financial statements and includes the following
(in thousands):



                                        Three Months
                                           Ended
                                      February 29(28)
                                        1996    1995
                                       ------   ------
                                         
    Professional fees and other
      expenses directly related
      to bankruptcy                   $ 1,153  $ 1,515
    Interest income                    (1,221)  (1,090)
                                       ------   ------
                                      $   (68) $   425
                                       ======   ======


     Interest income is attributable to the accumulation of cash and short-term
investments subsequent to the petition date.



B.  Litigation
    ----------

     As discussed in Note K to the Consolidated Financial Statements included in
the Company's Annual Report and Form 10-K for the fiscal year ended November 30,
1995 and Note A above, the accompanying Consolidated Financial Statements
include an estimated liability related to personal injury claims resulting from
the Company's sale of asbestos-containing insulation products. Litigation with
respect to asbestos-related claims was stayed by reason of the chapter 11
filing.

     Approximately 1,000 proofs of claim alleging asbestos-related property 
damage were filed in the chapter 11 cases pursuant to the September 30, 1992
bar date for asbestos-related claims. Under the Amended Plan, a second trust
will be established to resolve asbestos- related property damage claims. If the
class of asbestos-related property damage claims votes to accept the Amended
Plan, such trust will be funded with $3 million in cash. If such class votes to
reject the Amended Plan, but the Amended Plan is nevertheless confirmed, the
trust will be funded with the pro-rata share of plan consideration allocable to
asbestos- related property damage claims in the aggregate, based upon the
Bankruptcy Court's estimate of the aggregate value of such claims. It cannot be
reasonably predicted at this time what the Bankruptcy Court's estimate of the
aggregate value of such claims would be. It should also be noted that the
Company may have insurance coverage for certain of these claims.

     In February 1996, the hospital members of the American Hospital
Association, which had filed asbestos-related property damage claims against the
Company ("Hospitals"), filed a motion in the Bankruptcy Court seeking an order
estimating the aggregate value of all asbestos-related property damage claims
against the Company and temporarily allowing such claims for purposes of voting
on a plan of reorganization. The motion states that the relief requested is not
intended to be a determination by the Bankruptcy Court of the Company's
liability, if any, on account of such claims or to assign a permanently fixed
value for such claims, but is sought in order to determine the appropriate
distribution to creditor classes under a plan of reorganization. The Company and
the RFC have each opposed the Hospitals' motion. Both have argued in their
papers filed with the Bankruptcy Court that, should the class of
asbestos-related property damage claims accept the Amended Plan, an
estimation of these claims will be unnecessary. The Company also argued that
voting issues should be addressed in connection with the Company's motion for an
order from the Bankruptcy Court establishing the voting procedures with respect
to the Amended Plan. The Bankruptcy Court has not yet ruled on the Hospitals'
motion.

     Also in February 1996, the Company filed with the Bankruptcy Court an
objection to many asbestos-related property damage claims, including claims
filed by the Hospitals. The Company objected on the grounds that the holders of
such claims had failed to comply with the

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applicable time limitations under state laws for prosecuting their claims or had
failed to state the requisite legal and factual bases for their claims. The
Bankruptcy Court has not yet ruled on this objection.

     The Company is a defendant in various other litigation which was pending as
of the petition date, which was discussed in Note L to the Consolidated
Financial Statements for the fiscal year ended November 30, 1995. The Company
intends to defend all litigation claims vigorously in the manner permitted by
the Bankruptcy Code and/or applicable law. All pre- petition claims against the
Company arising from litigation must be liquidated or otherwise addressed in the
context of the chapter 11 cases and will be treated in any plan of
reorganization.

     The Company has resolved most of the litigation claims that were asserted
pursuant to the October 31, 1991 bar date for claims other than those arising
from the sale of asbestos- containing products. The Company has filed objections
to certain of the litigation-based claims that have not yet been resolved,
seeking to reduce the amount of such claims or eliminate them entirely. The
Company anticipates filing additional objections to other such claims if they
cannot be resolved through negotiation. These objections will be vigorously
pursued by the Company. The Company believes that its provisions for these
claims is adequate, and, in addition, the Company may have insurance coverage
for certain of them.



C.  Basis of Reporting for Interim Financial Statements
    ---------------------------------------------------

     The unaudited financial statements included herein have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the information
presented not misleading. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report and Form 10-K for the fiscal year ended November 30,
1995.

     The financial statements presented herewith reflect all adjustments
(consisting of normal and recurring accruals) which, in the opinion of
management, are necessary to fairly state the results of operations for the
three month periods ended February 29(28), 1996 and 1995. Results of operations
for interim periods are not necessarily indicative of results to be expected for
an entire year.



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


Results of Operations

     Sales for the quarter ended February 29, 1996 were $208.6 million compared
with $197.6 million for the first quarter of 1995. Operating income was $13.4
million compared with $15.1 million for the same period last year. Net income
for the first quarter of 1996 was $11.5 million or $1.04 per share compared with
$13.0 million or $1.18 per share in the first quarter of 1995.

     Sales and operating income for the Automotive Group in the first quarter of
1996 were below the levels reported for the first quarter of 1995. Reductions in
production schedules, decreased availability of raw materials due to weather,
particularly in December and January, pricing pressures, and continued delays in
starts-ups of customers' new programs were the primary reasons for the decline
in operating income for the Automotive Group during the quarter.

     In the Industrial Group, sales and operating income were higher than those
of the first quarter of 1995. The Specialty Materials Division enjoyed increased
demand for germanium substrates used in communication satellites. The increase
in cellular communications has expanded demand in this market. Additionally, the
price of certain raw materials has increased over the past year, which
contributed to increased sales but had a minimal impact on profits as the raw
material price increases were absorbed by customers. The Minerals Division, a
producer of diatomaceous earth and perlite filter aids, which are primarily used
by the food and beverage industry, also experienced increased sales and
operating income compared with 1995 results due to increased export sales of
diatomaceous earth products.

     Results of the Machinery Group were also ahead of those for the same period
a year earlier. The Construction Equipment Division, which manufacturers earth
moving equipment and materials handling equipment, enjoyed improved results from
working off backlogs. Future production schedules, however, suggest a decline in
shipments as the year progresses. The Electronics Division, a major force in the
manufacture of special purpose batteries for aerospace and defense applications,
continued its efforts to offset reductions in the defense business by increasing
its market share in the commercial aerospace market.

     Forecasts from certain divisions, particularly those serving capital
equipment markets, suggest that those areas of the economy reached the top of
the cycle in 1995. Backlogs for those divisions are declining. The outlook for
the Automotive Group is uncertain. Obtaining appropriate price increases and
equitable prices for new business from customers continues to be extremely
difficult. This places pressure on profit margins and any decline in automotive
production could adversely affect the results of operations serving this market,
particularly domestic operations. Prospects for operations serving general
industrial markets are promising and should partially offset the effect of any
potential decline in the Automotive Group in 1996. The Company believes its
financial condition is sufficiently strong to enable it to cope in the event an
economic slowdown occurs in 1996 and to have available the resources necessary
to take advantage of new business opportunities in 1996.

     Interest expense did not change appreciably in the first quarter of 1996
compared to the same period in 1995. Contractual interest on debt outstanding
was $2.2 million in the first quarters of 1996 and 1995.

     Interest income on the cash balances accumulated as a result of the
reorganization slightly exceeded the expenses of the reorganization effort in
the first quarter of 1996.



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Financial Condition

     The cash balance of the Company increased from $93.3 million at November
30, 1995 to $101.4 million at February 29, 1996, an increase of $8.1 million.
One component of this increase was the reduction in the amount of customer
tooling carried in the balance sheet to $17.9 million at February 29, 1996 from
$26.5 million at November 30, 1995. It is anticipated that this amount will
decline further throughout the remainder of the year. There were increases in
working capital, which are typical for the first few months of a new fiscal
year, which partially offset the effects of the decrease in tooling.

     Capital expenditures totaled $9.7 million in the first quarter of 1996
compared to $6.5 million in the first quarter of 1995. The Company presently
expects, however, that the total amount of capital expenditures in the 1996
fiscal year will be comparable to that of 1995.

     On April 9, 1996, the Company filed a First Amended Consolidated Plan of
Reorganization with the Bankruptcy Court. Such plan provides for the
satisfaction and discharge of the Company's pre-petition liabilities
(Liabilities Subject to Compromise) and, upon the effective date of the plan,
will provide the reorganized Company with a capital structure appropriate for an
industrial products company which will enable the Company to access financing in
the credit and debt markets.


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                             PART II.  OTHER INFORMATION



Item 1.  Legal Proceedings.

     On March 14, 1996, the Bankruptcy Court issued an order and decision, in
which it ruled that the substantive consolidation of the chapter 11 cases of the
Company and its subsidiary, Hillsdale Tool & Manufacturing Co. ("Hillsdale"),
was appropriate. Under the principles of substantive consolidation, the assets
of the consolidated debtors are used to satisfy the claims against all such
debtors. This order and decision resolved the complaint, filed in August 1995
with the Bankruptcy Court by certain entities who had purchased claims held by
certain creditors of Hillsdale, seeking to preclude the use of substantive
consolidation as an element of any plan of reorganization. This complaint was
discussed in the Company's Report on Form 10-K for the fiscal year ended
November 30, 1995.

     On April 9, 1996, the Company and its seven domestic subsidiaries which had
filed petitions for relief under chapter 11 filed a First Amended Consolidated
Plan of Reorganization, as well as a proposed Debtors' First Amended Joint
Disclosure Statement and a Motion for an Order Establishing Procedures for
Solicitation and Tabulation of Votes to Accept or Reject the Consolidated Plan
of Reorganization. The Amended Plan is discussed more fully in Note A to the
Consolidated Financial Statements herein.

     On April 11, 1996, the UCC filed a motion with the Bankruptcy Court
seeking relief from the Estimation Ruling. The Estimation Ruling is discussed
in Note A to the Consolidated Financial Statements herein. In its motion, the
UCC argues that, through inadvertence or mistake, the Bankruptcy Court
overestimated the Company's liability for future asbestos-related personal
injury claims by approximately $500 million. The Company has not yet responded
to the UCC's motion.

     The Bankruptcy Court has scheduled a hearing for April 17, 1996 at which it
will hear oral argument on the Hospitals' motion seeking an order estimating the
aggregate value of all asbestos-related property damages claims against the
Company and temporarily allowing such claims for purposes of voting on a plan of
reorganization. This motion and the responses thereto are discussed in Note B to
the Consolidated Financial Statements herein.



Item 3.  Defaults Upon Senior Securities.

     The chapter 11 filings constituted a default under substantially all of the
Company's and it affiliates' senior securities. The obligations under the
Company's pre-petition credit facility and other obligations owing to the
lenders who were party to the pre-petition credit facility have been addressed
in the debtor in possession financing agreement approved by the Bankruptcy Court
on May 24, 1991. At that time, certain of such obligations were repaid and the
remaining of such obligations were deemed to be post-petition.

     With respect to certain other secured obligations, the Company (or its
affiliates) have been making settlements or "adequate protection" payments
approved by orders of the Bankruptcy Court.


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

    (a)  Exhibits

         27 - Financial Data Schedule.

    (b)  Reports on Form 8-K

         Report on Form 8-K (File 1-1499), dated April 9, 1996, in which
         the Company reported that on April 9, 1996 the Company and seven of
         its domestic subsidiaries filed a First Amended Consolidated Plan of
         Reorganization in their chapter 11 cases pending before the U.S.
         Bankruptcy Court for the Southern District of Ohio, Western Division.

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                                   SIGNATURES






     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.






                                       EAGLE-PICHER INDUSTRIES, INC.





                                       /s/ David N. Hall
                                       -----------------------------------
                                       David N. Hall,
                                       Senior Vice President - Finance and
                                       Chief Financial Officer




     DATE April 12, 1996
          --------------






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                                  EXHIBIT INDEX
                                  -------------




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

  27                  Financial Data Schedule (submitted
                      electronically to the Securities
                      and Exchange Commission for its
                      information)





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