SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   ----------

                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934

                  For the quarterly period ended March 31, 2000

                        Commission File Number: 333-10611

                               UNIFRAX CORPORATION

             (Exact name of registrant as specified in its charter)


           Delaware                                      34-1535916
(State or other jurisdiction                (I.R.S. Employer Identification No.)
      of incorporation)

               2351 Whirlpool Street, Niagara Falls, NY 14305-2413
               (Address of principal executive offices) (Zip Code)
       Registrant's telephone number, including area code: (716) 278-3800
                   -------------------------------------------




     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  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. YES X NO _____

<PAGE>

                               Unifrax Corporation
                                    Form 10-Q
                                      Index

                                                                        Page No.
                                                                        --------
PART I.      FINANCIAL INFORMATION

Item 1.      Condensed Consolidated Financial Statements (Unaudited)

             Condensed Consolidated Balance Sheets at
                  December 31, 1999 and March 31, 2000 ..................  1

             Condensed Consolidated Statements of Income for the
                  Three-month periods ended March 31, 1999 and 2000 .....  2

             Condensed Consolidated Statements of Cash Flow for the
                  Three-month periods ended March 31, 1999 and 2000 .....  3

             Notes to Condensed Consolidated Financial Statements .......  4

Item 2.      Management's Discussion and Analysis of
             Financial Condition and Results of Operations ..............  8

Item 3.      Qualitative and Quantitative Disclosure About Market Risk ..  9

PART II.     OTHER INFORMATION

Item 1.      Legal Proceedings .......................................... 10
Item 2.      Changes in Securities and Use of Proceeds .................. 10
Item 3.      Defaults on Senior Securities .............................. 10
Item 4.      Submission of Matters to a Vote of Security Holders ........ 10
Item 5.      Other Information .......................................... 10
Item 6.      Exhibits and Reports on Form 8-K ........................... 10

Signatures .............................................................. 11

<PAGE>

PART I.   FINANCIAL INFORMATION

Item 1.  Financial Statements


                                         Unifrax Corporation
                                Condensed Consolidated Balance Sheets
                            (Unaudited - In Thousands, Except Share Data)

<TABLE>
<CAPTION>
                                                                                   December 31          March 31
                                                                                      1999                2000
                                                                                      ----                ----
<S>                                                                              <C>                  <C>
ASSETS
Current assets:
     Accounts receivable, less allowances of $821
         and $583, respectively................................................  $    14,697          $   15,681
     Inventories ..............................................................        9,403               9,259
     Deferred income taxes ....................................................        2,705               2,705
     Prepaid expenses and other current assets ................................          233                 381
                                                                                 -----------          ----------
Total current assets ..........................................................       27,038              28,026

Property, plant and equipment, at cost.........................................       76,455              77,284
     Less accumulated depreciation and amortization ...........................      (40,854)            (41,855)
                                                                                 -----------          ----------
                                                                                      35,601              35,429
Deferred income taxes .........................................................       19,334              18,104
Financing costs, net of accumulated amortization
     of $2,392 and $2,580, respectively .......................................        2,529               2,341
Other assets ..................................................................           76                 101
                                                                                 -----------          ----------
                                                                                 $    84,578          $   84,001
                                                                                 ===========          ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
     Current portion of long term debt.........................................        6,250               4,000
     Accounts payable..........................................................        3,642               2,567
     Accrued expenses..........................................................        7,699              10,028
                                                                                 -----------          ----------
Total current liabilities......................................................       17,591              16,595

Long term debt.................................................................      100,900              99,000
Accrued postretirement benefit cost............................................        3,356               3,390
Other long-term obligations....................................................          162                 163
                                                                                 -----------          ----------
Total liabilities..............................................................      122,009             119,148

STOCKHOLDERS' DEFICIT
Common stock--$.01 par value; shares authorized--40,000;
     shares issued and outstanding--20,000  ...................................           --                 --
Redeemable convertible cumulative preferred stock--voting $.01 par value;
     shares authorized--10,000, shares issued and outstanding--1,666.67
     (aggregate liquidation preference of $2,836 and $2,874, respectively,
     including dividends in arrears)...........................................           --                 --
Additional paid-in capital.....................................................       42,520              42,520
Accumulated deficit............................................................      (79,387)            (77,063)
Accumulated other comprehensive income.........................................         (564)               (604)
                                                                                 -----------          ----------
Total stockholders' deficit....................................................      (37,431)            (35,147)
                                                                                 -----------          ----------
                                                                                 $    84,578         $    84,001
                                                                                 ===========         ===========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       1

<PAGE>

                               Unifrax Corporation

                   Condensed Consolidated Statements of Income
                           (Unaudited - In Thousands)

<TABLE>
<CAPTION>
                                                                Three Months Ended March 31
                                                                ---------------------------
                                                                     1999         2000
                                                                     ----         ----

<S>                                                              <C>           <C>
Net sales..................................................      $  21,173     $  23,994

Cost of goods sold.........................................         11,223        11,336
                                                                 ---------     ---------
Gross profit...............................................          9,950        12,658

Selling, general and
   administration expenses.................................          5,777         6,423
                                                                 ---------     ---------
Operating income...........................................          4,173         6,235
Other income (expense), net................................            (82)          ( 6)
                                                                 ---------     ---------
Income before interest and income taxes....................          4,091         6,229

Interest expense...........................................         (2,931)       (2,668)
                                                                 ---------     ---------
Income before income taxes.................................          1,160         3,561

Provision for income taxes.................................            499         1,237
                                                                 ---------     ---------
Net income.................................................      $     661     $   2,324
                                                                 =========     =========

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       2
<PAGE>

                              Unifrax Corporation

                 Condensed Consolidated Statements of Cash Flows
                           (Unaudited - In Thousands)
<TABLE>
<CAPTION>
                                                                                  Three Months Ended March 31
                                                                                  ---------------------------
                                                                                    1999              2000
                                                                                    ----              ----
<S>                                                                             <C>               <C>
OPERATING ACTIVITIES
Net income.................................................................     $    661          $   2,324
Depreciation and amortization..............................................        1,305              1,301

Other adjustments and changes in operating assets and liabilities..........        1,273              2,363
                                                                                --------          ---------
Cash provided by operating activities......................................        3,239              5,988

INVESTING ACTIVITIES
Capital expenditures.......................................................       (1,037)            (1,851)
Proceeds from sales of property, plant and equipment.......................            7                 13
                                                                                --------          ---------
Cash used in investing activities..........................................       (1,030)            (1,838)

FINANCING ACTIVITIES
Repurchase of Senior Notes.................................................       (2,000)                 -
Borrowings under revolving loan ...........................................        7,000              7,000
Repayments of revolving loan...............................................       (6,700)            (8,900)
Repayment of term loan.....................................................         (500)            (2,250)
                                                                                --------          ---------
Cash used in financing activities..........................................       (2,200)            (4,150)
                                                                                --------          ---------

Net change in cash.........................................................            9                  -
Cash--beginning of period..................................................           43                  -
                                                                                --------          ---------
Cash--end of period........................................................     $     52          $       -
                                                                                ========          =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>
                                                             Unifrax Corporation

                            Notes to Condensed Consolidated Financial Statements
                                                                  March 31, 2000


NOTE A - BASIS OF PRESENTATION

The  accompanying  unaudited  condensed  consolidated  financial  statements  of
Unifrax   Corporation  ("The  Company"  or  "Unifrax")  have  been  prepared  in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.  In the opinion of management,  all adjustments  (consisting only of
normal recurring  accruals)  considered  necessary for a fair  presentation have
been included.  Results for the period ended March 31, 2000, are not necessarily
indicative of the results that may be expected for the year ending  December 31,
2000. For further  information,  refer to the consolidated  financial statements
and the notes  thereto for the year ended  December  31,  1999,  included in the
Company's  annual  report on Form 10-K filed with the  Securities  and  Exchange
Commission.  All capitalized terms used in these notes to condensed consolidated
financial statements that are not defined herein have the meanings given to them
in such consolidated  financial  statements and notes to consolidated  financial
statements.

NOTE B - INVENTORIES

The components of inventory consist of the following (in thousands):

                                                 December 31       March 31
                                                    1999             2000
                                                    ----             ----
        Raw materials and supplies ...........  $     4,006    $     3,452
        Work in process.......................        1,480          1,265
        Finished products.....................        3,459          4,039
                                                -----------    -----------
                                                      8,945          8,756

        Adjustment to LIFO Cost...............          458            503
                                                -----------    -----------
                                                $     9,403    $     9,259
                                                ===========    ===========

                                       4

<PAGE>

NOTE C - CONTINGENCIES

Ceramic Fibers

Regulatory agencies and others,  including the Company, are currently conducting
scientific  research to determine the potential health impact resulting from the
inhalation  of  airborne  ceramic  fibers.  To date,  studies  of  workers  with
occupational  exposure  to  airborne  ceramic  fiber  have  found no  clinically
significant  relationship between prior or current exposure to ceramic fiber and
disease in humans;  however,  independent  animal  studies have  indicated  that
ceramic fiber inhaled by test animals at elevated doses can produce  respiratory
disease,  including cancer.  The results of this research have been inconclusive
as to whether or not ceramic fiber  exposure  presents an  unreasonable  risk to
humans.

From time to time Unifrax and other  manufacturers  of ceramic  fibers have been
named as defendants in lawsuits alleging death or personal injury as a result of
exposure in the  manufacture  and handling of ceramic fiber and other  products.
The amount of any liability  that might  ultimately  exist with respect to these
claims or any other unasserted claims is presently not determinable. The Company
believes  the  lawsuits  brought  against  it have  been  without  merit and the
litigation  currently pending, or to its knowledge  threatened,  will not have a
material  adverse effect on the financial  condition or results of operations of
the Company.  The Company's  belief is based on the fact that,  although  animal
studies have  indicated  that ceramic  fiber inhaled by test animals at elevated
doses can cause  disease,  there is no  evidence  that  exposure  to  refractory
ceramic fiber has resulted in disease in humans.

Consistent  with  customary  practice  among   manufacturers  of  ceramic  fiber
products,  the Company has entered  into  agreements  with  distributors  of its
product whereby it agreed to indemnify the distributors against losses resulting
from ceramic  fiber claims and the costs to defend  against such claims.  To the
best of the Company's  knowledge,  there have been no historical,  nor are there
any current,  ceramic fiber exposure  claims made against these  indemnification
agreements.  Consequently,  the amount of any  liability  that might  ultimately
exist with respect to these indemnities is presently not determinable.

Pursuant to the Recapitalization  Agreement,  BP America Inc. and certain of its
affiliates  (collectively  "BP  America"),  have agreed to indemnify the Company
against  liabilities  for personal  injury and wrongful  death  attributable  to
exposure,  which  occurred  prior to the Closing,  to refractory  ceramic fibers
manufactured  by the  Company.  BP America has agreed to  indemnify  the Company
against all liabilities  arising from exposure claims pending at the time of the
Closing.  For all other claims arising from alleged  exposure  occurring  solely
prior to Closing,  BP America has agreed to indemnify the Company against 80% of
all losses,  until the total loss which the Company incurs reaches $3.0 million,
after which time BP America has agreed to indemnify the Company  against 100% of
such losses. BP America has agreed to indemnify the Company against all punitive
damages  attributable  to the  conduct of the Company  prior to  Closing.  Where
losses arise from alleged  exposure  both before and after  closing,  the losses
will be  allocated  between BP America and the Company,  pro rata,  based on the
length of exposure or pursuant to  arbitration  if initiated by the Company.  To
date the Company has incurred no claims  losses  applicable  to the $3.0 million
total mentioned above.

The Company cannot avail itself of this indemnity for losses attributable to the
Company's failure to maintain a Product  Stewardship Program consistent with the
program  maintained  by  the  Company  prior  to  Closing,   as  modified  in  a
commercially   reasonable   manner  in  accordance  with  changing   regulatory,
scientific  and  technical  factors.  BP shall not  indemnify  the Company  with
respect to any  liabilities  for wrongful death or personal injury to the extent
caused by the failure of the Company to maintain a Product  Stewardship  Program
consistent  with that  maintained  by the Company  prior to the Closing.  In the
Company's  opinion,  the Product  Stewardship  Program has been  maintained in a
manner  consistent  with these  requirements.  Unifrax intends to defend ceramic
fiber claims vigorously.

                                       5

<PAGE>

Environmental Matters

The Company is subject to loss contingencies  pursuant to various federal, state
and local environmental laws and regulations. These include possible obligations
to remove or mitigate the effects on the environment of the placement,  storage,
disposal or release of certain  chemical or petroleum  substances by the Company
or by other parties.

The Company may be named as a potentially  responsible party ("PRP") pursuant to
the Comprehensive Environmental Response Compensation and Liability Act of 1980,
as amended  ("CERCLA" or "Superfund") or comparable state law in connection with
off-site  disposal of hazardous  substances at three sites,  and The Carborundum
Company has entered into a Consent Decree with the New York State  Department of
Environmental Conservation to remediate contamination at the facility located in
Sanborn,  New York. While the Company's ultimate clean-up liability at the sites
at which the  Company is a  potential  PRP is not  presently  determinable,  the
Company does not expect to incur any material  liability  with respect to any of
these sites,  individually or in the aggregate, as a result of its activities at
these sites.  Furthermore,  BP America has agreed to  indemnify  the Company for
certain  environmental  liabilities,  which might  ultimately  exist,  under the
Recapitalization  Agreement.  In addition,  BP America has assumed liability for
other potential off-site clean-up obligations  associated with Carborundum.  The
locations at which the Company may have  potential  off-site  liability  and the
Carborundum Sanborn, New York facility are described below.

     Kline Trail Site.  In 1984,  the Company  voluntarily  advised the State of
Indiana of  potential  unauthorized  disposal  of waste at an Indiana  site by a
transporter.  No  response  from the state  has been  received,  and no  further
information  about  the  potential  for  remediation  costs at the site has been
received by the  Company.  It is expected  that little or no  liability  will be
associated with this site.

     PCB Inc., Site. The New Carlisle,  Indiana, facility received a request for
information from the EPA in 1994 concerning potential responsibility for cleanup
of the PCB  Treatment  site  located in Kansas  City,  Kansas  and Kansas  City,
Missouri.  Records  indicate that a number of  capacitors  from the New Carlisle
facility  of the  Company  were  sent  to the PCB  Treatment  site.  A  response
documenting the timely  destruction of those materials was submitted to the EPA.
In September 1997 the EPA contacted BP America via letter to verify that a total
of 10,900 pounds of capacitors and  transformers had been sent to the site by BP
America/Carborundum.  No additional  information on clean-up  timing or cost has
since been received.  Based on the total pounds  delivered by all parties to the
site,  the  liability,  if any,  ultimately  attributable  to BP  America or the
Company is not  expected  to have a  material  adverse  effect on the  Company's
financial position.

     Shulman  Site.  The Company has  potential  liability  with  respect to the
Shulman site in St. Joseph  County,  Indiana.  The site is a landfill  which the
Company  believes  to have been  contaminated  by  chemicals  migrating  from an
adjacent facility.  Plant trash from the New Carlisle facility was hauled to the
site. An agreement has been reached pursuant to which the Company,  as part of a
response group,  agreed to assume  approximately  5% of certain  response costs,
which to date  includes  $1.7  million for  installation  of a water  line.  The
Company's  share  of that  cost is under  $100,000.  The  owner of the  adjacent
facility  has  assumed  the  bulk of  site  remediation  costs  to  date.  It is
anticipated that site remediation will ultimately  involve installing a clay cap
over the site, the cost of which is not yet known.

                                       6

<PAGE>

     Sanborn  Site.  Under the terms of an  agreement  with BP America,  Unifrax
leases a portion of the  present  manufacturing  facilities  on this  site.  The
Carborundum  Company's  Sanborn,  New York  site was used by a number  of former
Carborundum  operations.  Testing  in the area has found that  contamination  by
volatile organic compounds is present in the soil and groundwater.  Neither past
nor current  operations of Unifrax are believed to have contributed to, or to be
contributing  to, the  existence of this  contamination.  While The  Carborundum
Company  entered into a Consent Decree with the State of New York under which it
was to conduct  remedial  activities  at the site, BP America has taken title to
and assumed  liability  for the  remediation  of this property as of October 30,
1996.  Efforts to remediate the site, chiefly by means of soil vapor extraction,
are expected to continue for some time.

Under the terms of the Recapitalization Agreement, BP America assumed liability,
and the rights to recovery from third parties, for environmental remediation and
other similar required actions with respect to certain environmental obligations
of Unifrax including the above, which existed as of the Closing Date.

The Company may, in the future, be involved in further environmental assessments
or clean-ups.  While the ultimate requirement for any such remediation,  and its
cost, is presently not known,  and while the amount of any future costs could be
material  to the  results  of  operations  in  the  period  in  which  they  are
recognized,  the Company does not expect these costs, based upon currently known
information and existing requirements,  to have a material adverse effect on its
financial position.

Legal Proceedings

In addition to the ceramic  fiber and  environmental  matters  discussed  above,
BP/Carborundum and Unifrax are involved in litigation relating to various claims
arising out of their  operations  in the normal  course of  business,  including
product  liability  claims.  While  the  outcomes  of this  litigation  could be
material to the results of  operations  in the period  recognized,  based on the
current claims asserted the management of the Company believes that the ultimate
liability,  if any, resulting from such matters will not have a material adverse
effect on the Company's financial position.

The  Carborundum  Company  has been  named in  numerous  legal  claims  alleging
pre-Closing  asbestos exposure.  None of the current or past products of Unifrax
are asbestos-containing materials, as defined by OSHA (29 CFR 1900.1001(b)). For
these claims related to pre-Closing  Carborundum Company matters, BP America has
responsibility under the  Recapitalization  Agreement and is managing the claims
directly.

NOTE D - COMPREHENSIVE INCOME

Comprehensive  income for the three-month  periods ended March 31, 1999 and 2000
consisted of the following (in thousands):

                                             1999          2000
                                             ----          ----
        Net income.......................  $  661        $ 2,324
        Change in foreign currency
          translation adjustment.........    (189)           (40)
                                           ------        -------
        Comprehensive income.............  $  472        $ 2,284
                                           ======        =======

                                       7
<PAGE>

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

Forward Looking Statements

Statements  included in this  Management  Discussion  and  Analysis of Financial
Condition and Results of  Operations  and elsewhere in this document that do not
relate to present or  historical  conditions  are "forward  looking  statements"
within the meaning of that term in Section 27A of the Securities Act of 1933, as
amended,  and of Section 21F of the Securities Exchange Act of 1934, as amended.
Forward looking statements include,  without limitation,  any statement that may
predict,   forecast,   indicate  or  imply  future   results,   performance   or
achievements,  and may  contain  the words  "believe,"  "anticipate,"  "expect,"
"estimate,"  "project,"  "will  continue," "will result," or words or phrases of
similar  meaning.  Additional oral or written forward looking  statements may be
made by the Company from time to time,  and such  statements  may be included in
documents  filed with the  Securities  and  Exchange  Commission.  Such  forward
looking statements involve risks and uncertainties  which could cause results or
outcomes to differ  materially  from those  expressed  in such  forward  looking
statements.  Among the important  factors on which such statements are based are
assumptions  concerning the  continuing  strength of the ceramic fiber market on
which the Company is substantially dependent,  changing prices for ceramic fiber
products,  acceptance  of new  products,  the status of health and safety issues
affecting the ceramic fiber  industry in general and the Company in  particular,
the Company's  continuing  ability to operate under the restrictions  imposed by
the substantial  indebtedness  which it is subject to, the risks associated with
international  operations,  the  impact  of  environmental  regulations  on  the
Company's operations and property and related governmental regulations,  and the
continuing availability of certain raw materials.

Three  Months  Ended March 31, 2000  Compared  With Three Months Ended March 31,
1999

Net sales for the first quarter of 2000  increased by $2.8 million or 13.3% from
$21.2  million  in 1999 to  $24.0  million  in  2000,  due to  higher  sales  in
traditional market applications,  including  petrochemicals and steel, offset by
lower  sales in  porosity-controlled  products,  due to  changes  in  automotive
industry airbag system designs.

Gross profit increased by $2.7 million,  or 27.2%, from $10.0 million in 1999 to
$12.7 million in 2000.  Gross profit as a percentage of net sales increased from
47.0% in 1999 to 52.7% in 2000.  The gross  profit  increase was due to improved
plant operating efficiencies and lower overall production costs.

Selling,  general and  administrative  expenses  increased by $0.6  million,  or
11.2%, from $5.8 million in 1999 to $6.4 million in 2000,  primarily as a result
of the higher volume sales.  Selling,  general and administrative  expenses as a
percentage of net sales decreased from 27.3% in 1999 to 26.8% in 2000.

Operating income increased by $2.0 million,  or 49.3%, from $4.2 million in 1999
to $6.2 million in 2000. Operating income as a percentage of net sales increased
from  19.7%  in 1999 to 26.0% in 2000,  as a result  of the  factors  previously
indicated.

Interest expense decreased by $0.2 million, or 9.0% from $2.9 million in 1999 to
$2.7 million in 2000 due to the lower level of long term debt, offset in part by
higher  interest rates on certain  variable rate  borrowings.  Interest  expense
decreased as a percentage of net sales from 13.8% in 1999 to 11.1% in 2000.

Provision  for income taxes  increased by $0.7 million from $0.5 million in 1999
to $1.2 million in 2000.  The effective  income tax rate decreased from 43.0% in
1999 to 34.7% in 2000,  primarily  as a result of lower net  losses in  overseas
subsidiaries for which no income tax benefit has been recognized.

Net income increased by $1.6 million or 251.6% from $0.7 million in 1999 to $2.3
million in 2000,  as a result of higher sales volume and the factors  previously
indicated.  Net income as a percentage of net sales  increased from 3.1% in 1999
to 9.7% in 2000.

                                       8
<PAGE>

Liquidity and Capital Resources

During the  three-month  period ended March 31, 2000,  the Company's  cash flows
from operating  activities increased by $2.8 million or 84.9%, from $3.2 million
in 1999 to $6.0 million in 2000.  This  increase was primarily the result of the
higher net income.

Cash used by investing activities increased by $0.8 million, or 78.5%, from $1.0
million in 1999 to $1.8 million in 2000, due to higher capital spending.

Cash used by financing activities increased by $2.0 million from $2.2 million in
1999 to $4.2  million  in 2000.  During the first  quarter  of 2000 the  Company
repaid $2.3 million of its term loan.

Management  believes that cash flows from  operations  and the available  credit
facility will be sufficient to fund operating  requirements  and planned capital
expenditures over the next 12 months. See "Forward Looking Statements".

As of October 30, 1996,  the Company  entered into a tax sharing  agreement with
the principal stockholder,  Unifrax Holding Co. ("Holding").  The results of its
operations are now included in the consolidated U.S. corporate income tax return
of  Holding.  The  Company's  provision  for income  taxes is computed as if the
Company filed its annual tax returns on a separate  Company  basis.  The current
portion of the income tax  provision  will be  satisfied by a payment to or from
Holding.

At December  31,  1999,  the Company  had Federal and State net  operating  loss
carryforwards  totaling  approximately  $15.5 million which will be available to
offset future taxable income.  These net operating loss carryforwards  expire in
2011 through 2019.

Legal Proceedings

Reference  is made to the  information  included  in Note C to the  consolidated
financial  statements  of the Company  included  under Item 1 in this Form 10-Q,
which is hereby incorporated herein by reference.

Effect of New Accounting Pronouncements

In June 1998, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
133,  "Accounting for Derivative  Instruments and Hedging  Activities." SFAS No.
133 establishes  accounting and reporting standards for derivative  instruments,
including certain derivative  instruments  embedded in other contracts,  and for
hedging  activities.  It requires that an entity  recognize all  derivatives  as
either assets or liabilities in the statement of financial  position and measure
those  instruments  at fair value.  The intended use of the  derivative  and its
designation  as  either a fair  value  hedge,  a cash flow  hedge,  or a foreign
currency  hedge,  will determine when the gains or losses on the derivatives are
to be reported in  earnings  and when they are to be reported as a component  of
other  comprehensive  income.  The new  standard  must be adopted  for year 2001
financial reporting. The impact of compliance with SFAS No. 133 has not yet been
determined by the Company.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

                                       9
<PAGE>

PART II.   OTHER INFORMATION

Item 1.   Legal Proceedings

          Reference  is  made  to  the  information  included  in  Note C to the
          consolidated  financial statements of the Company and included in this
          Form 10-Q, which is hereby incorporated herein by reference.

Item 2.   Changes in Securities and Use of Proceeds

          None.

Item 3.   Defaults on Senior Securities

          None.

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

          None.

Item 5.   Other Information

          None.

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               27.1   Financial Data Schedule

          (b)  No reports on Form 8-K have been filed during the period covered
               by this report.

                                       10
<PAGE>


                                   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.

                                          UNIFRAX CORPORATION



Date:  04/26/00                           By: /s/ William P. Kelly
                                              -------------------------------
                                              William P. Kelly, President and
                                              Chief Executive Officer

Date:  04/26/00                           By: /s/ Mark D. Roos
                                              ---------------------------------
                                              Mark D. Roos, Vice President
                                              and Chief Financial Officer

                                       11