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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
  
 FORM 10-Q [X]
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
 For quarterly period ended September 30, 2004 OR [ ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to Commission File Number 1-5341 ELKCORP   DELAWARE
    
    75-1217920(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)14911 QUORUM DRIVE, SUITE 600, DALLAS, TEXAS
    
    75254-1491(Address of principal executive offices)
    
    (Zip Code)Registrants telephone number, including area code
    
    (972)851-0500
 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 [ ] Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] As of close of business on October 31, 2004, the Registrant had
outstanding 19,862,708 shares of Common Stock, par value $1 per share.




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##### Table of Contents



Elkcorp and Subsidiaries For The Quarter Ended September 30, 2004 Table of Contents  
 PagePart I. FINANCIAL INFORMATION (unaudited)Item 1. Financial StatementsConsolidated Balance Sheets as of September 30, 2004 and June 30, 2004
    
    
    1Consolidated Statements of Operations for the Three Months Ended September 30, 2004 and 2003
    
    
    2Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2004 and 2003
    
    
    3Notes to Consolidated Financial Statements
    
    
    4-11Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12-19Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    20Part II. OTHER INFORMATIONItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 6. Exhibits
    
    
    22SIGNATURES
    
    
    23Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906




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PART I. FINANCIAL INFORMATION 
 Item 1. Financial Statements ELKCORP AND SUBSIDIARIES 
 CONSOLIDATED BALANCE SHEETS
  September 30,
    
    June 30,2004
    
    2004AssetsCurrent AssetsCash and cash equivalents
    
    $
    294
    
    
    $
    273Trade receivables, less allowance of $609 and $605
    
    
    113,324
    
    
    
    121,091Inventories Finished goods
    
    
    52,728
    
    
    
    49,800Work-in-process
    
    
    127
    
    
    
    160Raw materials
    
    
    11,267
    
    
    
    12,169Total inventories
    
    
    64,122
    
    
    
    62,129Prepaid expenses and other assets
    
    
    8,583
    
    
    
    8,587Deferred income taxes
    
    
    4,169
    
    
    
    7,359Discontinued operations
    
    
    2,944
    
    
    
    5,096Total current assets
    
    
    193,436
    
    
    
    204,535Property, Plant and Equipment, at Cost
    
    
    414,589
    
    
    
    404,743Less  accumulated depreciation
    
    
    (139,255
    )
    
    
    (133,635
    )Property, plant and equipment, net
    
    
    275,334
    
    
    
    271,108Other Assets
    
    
    13,633
    
    
    
    5,065$
    482,403
    
    
    $
    480,708Liabilities and Shareholders EquityCurrent LiabilitiesAccounts payable
    
    $
    32,747
    
    
    $
    37,247Accrued liabilities
    
    
    25,334
    
    
    
    25,419Discontinued operations
    
    
    278
    
    
    
    531Total current liabilities
    
    
    58,359
    
    
    
    63,197Long-Term Debt
    
    
    154,987
    
    
    
    156,858Deferred Income Taxes
    
    
    47,360
    
    
    
    45,611Shareholders Equity -Common stock ($1 par, 19,988,078 shares issued)
    
    
    19,988
    
    
    
    19,988Paid-in capital
    
    
    59,365
    
    
    
    57,852Unearned compensation  unvested restricted stock
    
    
    (3,491
    )
    
    
    (628
    )Retained earnings
    
    
    149,348
    
    
    
    143,540225,210
    
    
    
    220,752Less   Treasury stock (134,521 and 288,220
shares, at cost)
    
    
    (3,513
    )
    
    
    (5,710
    )Total shareholders equity
    
    
    221,697
    
    
    
    215,042$
    482,403
    
    
    $
    480,708
 See accompanying notes to consolidated financial statements. - 1 -




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ELKCORP AND SUBSIDIARIES 
 CONSOLIDATED STATEMENTS OF OPERATIONS
   Three Months EndedSeptember 30,2004
    
    2003Sales
    
    $
    163,385
    
    
    $
    159,739Cost and ExpensesCost of sales
    
    
    133,478
    
    
    
    126,555Selling, general and administrative
    
    
    16,077
    
    
    
    15,566Income from Operations
    
    
    13,830
    
    
    
    17,618Interest Expense, Net
    
    
    2,094
    
    
    
    1,383Income From Continuing Operations
Before Income Taxes
    
    
    11,736
    
    
    
    16,235Provision for income taxes
    
    
    4,436
    
    
    
    6,155Income From Continuing Operations
    
    
    7,300
    
    
    
    10,080Loss From Discontinued
Operations, Net of Income Taxes
    
    
    (491
    )
    
    
    (943
    )Net Income
    
    $
    6,809
    
    
    $
    9,137Income (Loss) Per Share  BasicIncome from continuing operations
    
    $
    .37
    
    
    $
    .52Discontinued operations
    
    
    (.02
    )
    
    
    (.05
    )Net income
    
    $
    .35
    
    
    $
    .47Income (Loss) Per Share  DilutedIncome from continuing operations
    
    $
    .37
    
    
    $
    .51Discontinued operations
    
    
    (.03
    )
    
    
    (.05
    )Net income
    
    $
    .34
    
    
    $
    .46Dividends Per Common Share
    
    $
    .05
    
    
    $
    .05Average Common Shares Outstanding (000s)Basic
    
    
    19,671
    
    
    
    19,545Diluted
    
    
    19,915
    
    
    
    19,823
 See accompanying notes to consolidated financial statements. - 2 -




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ELKCORP AND SUBSIDIARIES 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  Three Months EndedSeptember 30,2004
    
    2003Cash Flows From Operating ActivitiesIncome from continuing operations
    
    $
    7,300
    
    
    $
    10,080Adjustments to reconcile income from continuing
operations to net cash provided by continuing operations:Depreciation and amortization
    
    
    5,628
    
    
    
    4,266Deferred income taxes
    
    
    4,939
    
    
    
    1,630Changes in assets and liabilities:Trade receivables
    
    
    3,448
    
    
    
    1,723Inventories
    
    
    (1,993
    )
    
    
    14,265Prepaid expenses and other
    
    
    4
    
    
    
    2,250Accounts payable and accrued liabilities
    
    
    (4,585
    )
    
    
    580Net cash provided by continuing operations
    
    
    14,741
    
    
    
    34,794Net cash provided by discontinued operations
    
    
    1,408
    
    
    
    371Net cash provided by operating activities
    
    
    16,149
    
    
    
    35,165Cash Flows From Investing ActivitiesAdditions to property, plant and equipment
    
    
    (9,846
    )
    
    
    (17,110
    )Other
    
    
    (829
    )
    
    
    87Net cash used for investing activities
    
    
    (10,675
    )
    
    
    (17,023
    )Cash Flows From Financing ActivitiesRepayments on Revolving Credit Facility, net
    
    
    (5,300
    )
    
    
    Dividends on common stock
    
    
    (999
    )
    
    
    (980
    )Proceeds from stock option purchases
    
    
    846
    
    
    
    541Net cash used for financing activities
    
    
    (5,453
    )
    
    
    (439
    )Net Increase in Cash and Cash Equivalents
    
    
    21
    
    
    
    17,703Cash and Cash Equivalents at Beginning of Year
    
    
    273
    
    
    
    5,056Cash and Cash Equivalents at End of Period
    
    $
    294
    
    
    $
    22,759
 See accompanying notes to consolidated financial statements. - 3 -




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ELKCORP AND SUBSIDIARIES 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Note 1  General The attached condensed consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. As a result, certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted. The company believes that the disclosures included
herein are adequate to make the information presented not misleading. These
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and related notes included in the
companys Annual Report on Form 10-K for the fiscal year ended June 30, 2004.
The unaudited financial information contained herein has been prepared in
conformity with accounting principles generally accepted in the United States
of America on a consistent basis and does reflect all adjustments (consisting
of normal recurring accruals) which are, in the opinion of management,
necessary for a fair presentation of the results of operations for the
three-month periods ended September 30, 2004 and 2003. Because of seasonal,
weather-related conditions in some of the companys market areas, sales can
vary at times, and results of any one quarter or other interim reporting period
should not necessarily be considered as indicative of results for a full fiscal
year. Note 2  Company Segments The Building Products segment consists of Elk Premium Building Products,
Inc. and its operating subsidiaries (collectively Elk). These companies
manufacture (1) premium laminated fiberglass asphalt shingles, (2) coated and
non-coated nonwoven fabrics used in asphalt shingles and other applications in
the building and construction, filtration, floor coverings and other
industries, and (3) composite wood decking, marine dock, and fencing products.
Building Products accounted for 98% of consolidated sales in the three-month
periods ended September 30, 2004 and 2003. Other, Technologies consists of the companys other operations. These
dissimilar operations are combined, as none individually meets the materiality
criteria for separate segment reporting. Other, Technologies includes (1)
Chromium Corporation (Chromium), which is a leading provider of hard chrome and
other surface finishes designed to extend the life of steel machinery
components operating in abrasive environments, (2) Ortloff Engineers, LTD
(Ortloff), which provides proprietary technologies and selected engineering
services to the natural gas processing industry, and (3) Elk Technologies,
Inc., which develops and markets fabrics featuring VersaShield fire retardant
coatings designed for use outside of traditional building products
applications, including home furnishings and other consumer products. In December 2003, the company made the decision to discontinue
Cybershield, Inc. (Cybershield) and to sell Cybershield or its assets.
Cybershield had previously been included in Other, Technologies for segment
reporting purposes. Cybershield is reported as a discontinued operation in all
periods presented. - 4 -




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Financial information by company segment is summarized as follows: (In thousands)Three Months EndedSeptember 30,2004
    
    2003Sales from Continuing OperationsBuilding Products
    
    $
    160,564
    
    
    $
    157,367Other, Technologies
    
    
    2,821
    
    
    
    2,372$
    163,385
    
    
    $
    159,739Operating Profit (Loss) from
Continuing OperationsBuilding Products
    
    $
    18,017
    
    
    $
    21,904Other, Technologies
    
    
    (509
    )
    
    
    (648
    )Corporate
    
    
    (3,678
    )
    
    
    (3,638
    )13,830
    
    
    
    17,618Interest expense, net
    
    
    2,094
    
    
    
    1,383Income from continuing operations
before income taxes
    
    $
    11,736
    
    
    $
    16,235Depreciation and AmortizationBuilding Products
    
    $
    4,758
    
    
    $
    3,551Other, Technologies
    
    
    176
    
    
    
    85Corporate
    
    
    694
    
    
    
    630$
    5,628
    
    
    $
    4,266Capital ExpendituresBuilding Products
    
    $
    9,133
    
    
    $
    15,568Other, Technologies
    
    
    208
    
    
    
    116Corporate
    
    
    505
    
    
    
    1,426$
    9,846
    
    
    $
    17,110
 September 30,
    
    June 30,2004
    
    2004Identifiable AssetsBuilding Products
    
    $
    430,988
    
    
    $
    428,246Other, Technologies
    
    
    19,760
    
    
    
    19,860Corporate
    
    
    28,711
    
    
    
    27,506Discontinued Operations
    
    
    2,944
    
    
    
    5,096$
    482,403
    
    
    $
    480,708
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Note 3  Product Sales The following table summarizes sales from continuing operations by product
category, excluding intercompany sales, for the three-month periods ended
September 30, 2004 and 2003: (In thousands)Three Months EndedSeptember 30,2004
    
    2003Premium roofing
    
    $
    146,977
    
    
    $
    147,661Performance nonwoven fabrics
    
    
    10,604
    
    
    
    8,974Composite building products
    
    
    2,983
    
    
    
    732Technology licensing and consulting fees
    
    
    373
    
    
    
    450Hard chrome and other surface finishes
    
    
    2,433
    
    
    
    1,922Other
    
    
    15
    
    
    
    $
    163,385
    
    
    $
    159,739
 Note 4  Earnings Per Share Basic earnings per share is computed based on the average number of
common shares outstanding. Diluted earnings per share includes outstanding
stock options and unvested restricted shares. In accordance with SFAS No.
128, Earnings per Share, diluted earnings per share from discontinued
operations presented on the Consolidated Statements of Operations were
computed utilizing the same number of potential common shares used in
computing the diluted per share amount for income from continuing
operations, regardless of whether those amounts were antidilutive to their
respective basic per share amounts. The following table sets forth the
computation of basic and diluted earnings per share from continuing
operations: (In thousands,except per share data)Three Months EndedSeptember 30,2004
    
    2003Income from continuing operations
    
    $
    7,300
    
    
    $
    10,080Denominator for basic earnings per share  weighted
average shares outstanding
    
    
    19,671
    
    
    
    19,545Effect of dilutive securities:Unvested restricted shares and employee stock options
    
    
    244
    
    
    
    278Denominator for dilutive earnings per share  adjusted
weighted average shares and assumed issuance of shares
purchased under incentive stock option plan and vesting
of restricted shares using the treasury stock method
    
    
    19,915
    
    
    
    19,823Basic earnings per share from continuing operations
    
    $
    .37
    
    
    $
    .52Diluted earnings per share from continuing operations
    
    $
    .37
    
    
    $
    .51Stock options excluded from computation of diluted
earnings per share due to anti-dilutive effect
    
    
    730
    
    
    
    729
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Note 5  Accounting for Stock-Based Compensation The company applies APB Opinion No. 25, Accounting for Stock Issued to
Employees, and its related interpretations to measure compensation expense for
stock-based compensation plans. If compensation cost for stock-based
compensation plans had been determined under SFAS No. 123, pro forma net
income, stock option compensation expense, and basic and diluted earnings per
common share for the three-month periods ended September 30, 2004 and 2003,
assuming all options granted in 1996 and thereafter were valued at grant date
using the Black-Scholes model, would have been as follows: (In thousands,except per share data)Three Months EndedSeptember 30,2004
    
    2003Net income as reported
    
    $
    6,809
    
    
    $
    9,137Add: Stock-based employee compensation
expense included in reported net income, net
of related tax effects
    
    
    
    
    
    
    Deduct: Total stock-based compensation
expense determined under fair value based
method for all awards granted since January
1, 1996, net of related tax effects
    
    
    (608
    )
    
    
    (554
    )Pro forma earnings
    
    $
    6,201
    
    
    $
    8,583Earnings per common share:Basic  as reported
    
    $
    .35
    
    
    $
    .47Basic  pro forma
    
    $
    .32
    
    
    $
    .44Diluted  as reported
    
    $
    .34
    
    
    $
    .46Diluted  pro forma
    
    $
    .31
    
    
    $
    .43
 Note 6  Long-Term Debt (In thousands)September 30,
    
    June 30,2004
    
    2004Senior Notes
    
    $
    145,000
    
    
    $
    145,000Revolving Credit Facility
    
    
    5,000
    
    
    
    10,300Fair value of interest rate swaps
    
    
    4,987
    
    
    
    1,558$
    154,987
    
    
    $
    156,858
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In June 2002, the company issued $120,000,000 of Senior Notes (Notes) and
in March 2003, issued an incremental $25,000,000 in Notes. Of the Notes,
$25,000,000 mature in fiscal 2008 and carry a coupon rate of 4.69%, $60,000,000
mature in fiscal 2009 and carry a coupon rate of 6.99%, and $60,000,000 mature
in fiscal 2012 and carry a coupon rate of 7.49%. In June 2004, the company
executed an agreement to issue an additional $50,000,000 in Notes scheduled to
be closed, subject to the companys satisfaction of certain conditions, on
November 15, 2004. These new Notes mature in November 2014 and carry a coupon
rate of 6.28%. In June 2002, the company entered into an interest rate swap to
effectively convert the interest rate from fixed to floating on $60,000,000 of
Notes through 2012. For this fair value hedge, both the fair value of the
derivative and the underlying hedged item are reported in the balance sheet.
At September 30, 2004, the fair value of the derivative was $4,602,000 and this
amount was included in other assets and as an increase in the carrying value of
long-term debt. Changes in the fair value of the derivative and the underlying
hedged item offset and are recorded each period in other income or expense, as
applicable. In July 2004, the company entered into a second interest rate swap
to effectively convert the interest rate from fixed to floating on $25,000,000
of Notes through July 15, 2007. This new interest rate swap is also a fair
value hedge with the same accounting and reporting as the aforementioned
interest rate swap. At September 30, 2004, the fair value of the derivative
was $385,000 and is recorded in other assets and as an increase in the fair
value of long-term debt. At September 30, 2004, the company had $125,000,000 of primary credit
available under a Revolving Credit Facility (Facility), including up to a
maximum of $10,000,000 in letters of credit through November 30, 2008. At
September 30, 2004, $5,000,000 of borrowings were outstanding on the Facility
and $3,422,000 of letters of credit were outstanding. Both the Notes and the Facility require that the company maintain a
specified minimum consolidated net worth, and a maximum debt to capitalization
ratio, based on defined terms. The Facility also contains a minimum fixed
charge coverage ratio and the Notes contain a minimum interest coverage ratio,
also based on defined terms. Dividend payments and stock repurchases are also
limited to certain specified levels by the Facility agreement. At September
30, 2004, the company was in compliance with all requirements. Note 7  Product Warranties The company provides its customers with limited warranties on certain
products. Limited warranties relating to products sold by the Building
Products segment generally range from 20 to 50 years. Warranties relating to
the Other, Technologies companies are not significant to their operations.
Warranty reserves are established based on known or probable claims, together
with historical experience factors. The company periodically assesses the
adequacy of its recorded warranty liability and adjusts the amount as
necessary. Changes in the companys warranty liability during the current year
period were as follows: (In thousands)
    
    Warranty LiabilityBalance at June 30, 2004
    
    $
    3,103Amounts charged to expense
    
    
    718Warranty settlements
    
    
    (653
    )Balance at September 30, 2004
    
    $
    3,168
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Note 8  Environmental Risk Chromium has engaged in limited remediation activities at its former
plating operation, which is located in Lufkin, Texas. Soil sampling results
from a pre-closing environmental evaluation of the site indicated the necessity
of localized cleanup. Chromium has entered the property into the Texas
Voluntary Cleanup Program (VCP). Under this program, the Texas Commission on
Environmental Quality (TCEQ) reviews the voluntary cleanup plan the applicant
submits, and, when the work is complete, issues a certificate of completion,
evidencing cleanup to levels protective of human health and the environment and
releasing prospective purchasers and lenders from liability to the state.
Properties entered into the VCP are protected from TCEQ enforcement actions. Chromium completed a supplemental groundwater and soil assessment at the
facility. The assessment further defined the horizontal and vertical extent of
metals in soils, assessed the horizontal extent of metals in groundwater, and
estimated the direction of groundwater movement. Chromium submitted its
Affected Property Assessment Report (APAR) to the TCEQ. In June 2004, the
TCEQ issued a letter accepting Chromiums APAR in substantially all respects,
indicating that no further assessment of the extent of contamination was
necessary. Chromium will now submit a proposed Remedial Action Plan (RAP) to
the TCEQ in which it will propose activities and engineering controls to
cleanup the site under the VCP to a site specific risk-based cleanup standard
as prescribed by the Texas Risk Reduction Program. Until the significant actions that will be included in the RAP are
identified, the estimate of costs to remediate the site are not determinable,
nor can the company determine at this point in time if it is reasonably
possible that it will incur material additional costs at the site. Certain
scenarios, none of which are reasonably expected at this time, could
potentially result in material costs to the company. The company believes that
sufficient information for establishing a reserve for this environmental
exposure in accordance with SFAS No. 5, Accounting for Contingencies, and
AICPA Statement of Position (SOP) 96-1, may be available by the end of fiscal
2005, and further anticipates that it may be in a position at that time to
determine if it is reasonably possible that the company will incur material
additional costs with regard to this site. The companys operations are subject to extensive federal, state and local
laws and regulations relating to environmental matters. Other than the
possible costs associated with the previously described Chromium matter, the
company does not believe it will be required to expend amounts which will have
a material adverse effect on the companys consolidated financial position or
results of operations by reason of environmental laws and regulations. Such
laws and regulations are frequently changed and could result in significantly
increased cost of compliance. Further, certain of the companys manufacturing
operations utilize hazardous materials in their production processes. As a
result, the company incurs costs for recycling or disposal of such materials
and may incur costs for remediation activities at its facilities and off-site
from time to time. The company establishes and maintains reserves for such
known or probable remediation activities in accordance with SFAS No. 5 and SOP
96-1. - 9 -




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Note 9  Income Taxes In August 2003, the Internal Revenue Service (IRS) completed audits of the
companys consolidated tax returns through fiscal 2001. A notice of proposed
adjustment disallowing the timing of certain deductions for tax years 1998
through 2001 was rendered in connection with these audits. In December 2003,
the company reached a tentative agreement with the local office of the IRS.
The tentative agreement had no impact on net income or earnings per share. The
tentative agreement has been submitted to the Joint Committee of the IRS for
final review and approval. The deferred tax balance and income tax receivable
were each reduced by approximately $400,000 to reflect the tentative agreement. Note 10  Discontinued Operations In December 2003, the company concluded that the risk and prospects for
future success of Cybershield did not justify the additional investment of
capital and other resources required to continue Cybershields operations.
Accordingly, the decision was made to discontinue Cybershield and to sell its
operations or its assets. Management had previously decided to sell
Cybershields Canton, Georgia facility. Therefore, the Canton, Georgia
facility is included as a component of discontinued operations. As a result of
these actions, Cybershield is classified as a discontinued operation in the
consolidated financial statements. On August 10, 2004, the company sold substantially all assets of
Cybershield, excluding the Canton, Georgia facility, to the Cybershield
management group for $1,293,000 in cash. The sale price approximated the book
value of assets, net of assumed liabilities, at the date of sale. The only
remaining assets in discontinued operations are property, plant and equipment
related to the Canton, Georgia facility. In the period ended September 30,
2004, the company recorded a pretax impairment charge of $651,000 on remaining
Canton assets. In October, 2004, a tentative agreement was reached to sell the
Canton land, building and certain equipment for $2,750,000. After the
impairment charge, the sales price approximates the book value of the assets to
be sold. Subsequent to this sale, the only remaining assets of discontinued
operations will be immaterial amounts of equipment held for sale. In the three-month periods ended September 30, 2004 and 2003, the company
reported losses from discontinued operations of $491,000 and $943,000, net of
tax. Summary operating results of discontinued operations are summarized as
follows: (In thousands)Three Months EndedSeptember 30,2004
    
    2003Sales
    
    $
    643
    
    
    $
    1,605Cost of sales
    
    
    679
    
    
    
    2,400Selling, general and administrative
    
    
    68
    
    
    
    656Impairment of assets
    
    
    651
    
    
    
    Operating loss
    
    
    (755
    )
    
    
    (1,451
    )Credit for income taxes
    
    
    (264
    )
    
    
    (508
    )Net loss from discontinued operations
    
    
    ($491
    )
    
    
    ($943
    )
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Note 11  Restricted Stock and Stock Options During fiscal 2004, the Compensation Committee of the Board of Directors,
in conjunction with an independent third party compensation consultant,
conducted an evaluation of the companys long-term incentive compensation
strategy in light of the Boards pay for performance philosophy and current
developments, including without limitation, emerging accounting issues and
shareholder preferences. A detailed description and analysis of the
Compensation Committees evaluation and conclusions is contained in ElkCorps
Proxy Statement for the October 26, 2004 Annual Meeting of Shareholders, which
has been filed with the Securities and Exchange Commission. For fiscal 2005, the Compensation Committee determined that corporate
officers will receive 75% of their long-term incentive compensation in the form
of restricted stock with a three-year vesting period and 25% in the form of
stock options, also with three-year vesting and a ten year term. Other key
employees will receive their long-term incentive compensation in the form of
awards of restricted stock and stock loan grants in lieu of stock option
grants. In the three-month period ended September 30, 2004, 134,964 restricted
shares were granted at market prices ranging from $23.21 to $24.94. At grant
date, the value of restricted stock is reflected as unearned compensation in
shareholders equity and is amortized over the applicable restriction period.
In the three-month period ended September 30, 2004, stock options were granted
for 66,273 shares at an exercise price of $23.21. For all of fiscal 2004, a total of 12,320 restricted shares were granted
at market prices ranging from $24.14 to $29.67 and stock options were granted
for 391,385 shares at exercise prices ranging from $22.61 to $25.60. - 11 -




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations Executive Overview This discussion summarizes the significant factors affecting our
consolidated results of operations and financial condition for the three-month
periods ended September 30, 2004 and 2003. This discussion should be read in
conjunction with the Consolidated Condensed Financial Statements and Notes to
Consolidated Condensed Financial Statements included elsewhere herein and our
annual report on Form 10-K for the year ended June 30, 2004. The first quarter of fiscal 2005 was a challenging quarter for ElkCorps
Building Products businesses in many respects. We experienced lower than
expected current year sales in regions affected by storms in the first quarter
of the prior fiscal year. Competitive pricing pressures also created a
difficult pricing environment for our roofing business. The four recent
hurricanes that affected the Southeast and East Coast regions of the United
States resulted in delays in the shipments of products to those areas.
Escalating raw material and transportation costs resulting from higher oil
prices are a continuing concern. We have announced price increases consistent
with industry trends that we believe will offset much of these rising costs.
We were fortunate that our plants located in regions impacted by Hurricane Ivan
sustained no damage, but the Tuscaloosa and Myerstown facilities did experience
downtime and/or production slowdowns due to the significant rainfall associated
with the storm. From a positive perspective, we believe demand generated by
these storms will have a beneficial impact on our operating results beginning
in the quarter ending December 31, 2004. Elks nonwoven fabrics business
experienced a production interruption due to substandard third-party raw
materials which resulted in an equipment malfunction. In the composite lumber
business, old inventory was recycled because it was not consistent with the
current manufacturing formula. Our new Tuscaloosa, Alabama facility was placed in service on July 1, 2004
and even though the new plant has increased our operating costs, productivity
is significantly better than our expectations for the start-up of this new
facility. A project to significantly increase the composite building products
line with an investment of approximately $22,000,000 to expand the capabilities
of our current composite lumber operations in Lenexa, Kansas is well underway
and progressing on schedule. The new facility is expected to be placed in
production in December 2004. Start-up of this expanded facility will
negatively impact operating results initially, but operating income is expected
to improve as the second half of fiscal 2005 progresses. Chromium was profitable in the first quarter of fiscal 2005, but due to
the deferral of one license fee, Ortloff incurred an operating loss for the
quarter. These companies do not fit into our focus on Building Products
platforms, and are currently being offered for sale. While we are proactively
seeking potential buyers, we do not have an immediate need to sell either
business. As a result, we will be selective in seeking buyers for each of
these businesses. In December 2003, we made the decision to discontinue
Cybershield, Inc. (Cybershield) and to sell Cybershield or its assets. The
Lufkin, Texas facility and its operations were sold August 10, 2004. An
agreement to sell the idle Canton, Georgia facility is currently pending. - 12 -




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Performance Data The following table and subsequent discussion set forth performance data
from our continuing operations, expressed as a percentage of net sales for the
periods indicated. This data and the accompanying discussion and analysis
should be read in conjunction with the Consolidated Financial Statements and
Notes to Consolidated Financial Statements included elsewhere herein. Three Months EndedSeptember 30,2004
    
    2003Sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    81.7
    
    
    
    79.3Gross margin
    
    
    18.3
    
    
    
    20.7Selling, general and administrative
    
    
    9.8
    
    
    
    9.7Income from operations
    
    
    8.5
    
    
    
    11.0Interest expense, net
    
    
    1.3
    
    
    
    0.9Income from continuing
operations before income taxes
    
    
    7.2
    
    
    
    10.1Provision for income taxes
    
    
    2.7
    
    
    
    3.8Income from continuing operations
    
    
    4.5
    %
    
    
    6.3
    %
 Changes in the Three-Month Period Ended September 30, 2004 Compared to the
Three-Month Period Ended September 30, 2003 Overall Performance Sales from continuing operations of $163,385,000 during the three-month
period ended September 30, 2004 were 2.3% higher than $159,739,000 in the same
period in the prior fiscal year. During the three-month period ended September
30, 2004, operating income from continuing operations of $13,830,000 was 21.5%
lower than $17,618,000 for the same period last year. The percentage of cost of sales to sales increased to 81.7% in the
three-month period ended September 30, 2004 compared to 79.3% for the same
period last year. Higher costs (including increased depreciation) at the new
Tuscaloosa, Alabama roofing plant, together with escalating raw material and
transportation costs for all roofing plant operations that could not be offset
by price increases, were the primary factors causing the lower gross margin in
the current year period. Selling, general and administrative costs in the
first quarter of fiscal 2005 were 3.3% higher than in the same period last
year, but were approximately the same percentage of sales in both periods. Interest expense, net, was $2,094,000 in the first quarter of fiscal 2005
compared to $1,383,000 in the same prior year period. In the period
ended September 30, 2004, $159,000 of interest was capitalized related to the
expansion of the Lenexa, Kansas facility and other significant capital
projects. In the first quarter of fiscal 2004, $576,000 of interest was
capitalized, much of which related to construction of the new roofing plant in
Tuscaloosa, Alabama. This new
roofing plant is now in service. Increased interest rates on variable rate
debt accounted for an approximate $200,000 year-to-year increase in total
interest cost. - 13 -




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Our effective tax rate from continuing operations was 37.8% in the first
quarter of fiscal 2005 and is expected to approximate this rate for all of
fiscal 2005. The effective tax rate was 37.9% for the same quarter in fiscal
2004. In December 2003, we made the decision to exit Cybershields business.
Cybershields results for each period presented is reported as discontinued
operations. Discontinued operations for the first quarter of fiscal 2005
included a $104,000 pretax loss from operations, combined with a $651,000
impairment of the Canton facility. In the first quarter of fiscal 2004,
Cybershield reported a $1,451,000 pretax operating loss, all from operations. Results of Business Segments Sales in the Building Products segment increased 2.0% to $160,564,000 for
the three months ended September 30, 2004 compared to $157,367,000 in the same
prior year period. Compared to the same period last year, unit shingle
shipments decreased 5.5%. In the current year period, shingle unit volume was
weaker than expected in areas affected by storms in the same quarter last year.
A significant portion of the decrease in shipments related to unusually high
unit volume last year attributable to strong roof replacement demand
in hail-damaged Texas markets. Average shingle pricing increased about 2.3%
compared to the year-ago period. However, this increase was less than we had
expected as we were not able to realize as much of our two most recent price
increases due to competitive pressures. We have announced a price increase in
late September to be effective for October 2004 and another increase for
November 2004. These announced increases are consistent with industry trends.
We believe there is a greater likelihood of realizing these increases due to an
expected overall increase in demand resulting from recent hurricanes. In the
first three months of fiscal 2005, external sales of performance nonwoven
fabrics increased $1,630,000, or 18.1%, compared to $8,974,000 in the same
period last year due primarily to higher sales to outside roofing and
filtration customers and the introduction of new products. Sales of composite
building products were $2,983,000 in the first quarter of fiscal 2005, compared
to $732,000 in the first quarter of fiscal 2004, demonstrating the progress we
are making in penetrating the fencing, decking and railing markets for our
composite lumber products. Operating income for the Building Products segment of $18,017,000 for the
three-month period ended September 30, 2004 decreased 17.7% from $21,904,000
achieved in the first three months of fiscal 2004. In addition to lower
shingle sales volume, we experienced increases in expenses, primarily relating
to the new roofing plant in Tuscaloosa, Alabama, and higher asphalt and
transportation costs in the three-month period ended September 30, 2004,
compared to the same period last year. This new facilitys operating
performance has been better than our original expectations and it reached its
break-even level in the three-month period ended September 30, 2004. We also
incurred an operating loss of approximately $700,000 for the composite wood
business during the first quarter of fiscal 2005 compared to an approximate
$1,100,000 operating loss in the same period in the prior year. The composite
lumber business has improved compared to the comparable prior year period.
However, we incurred a loss in the first quarter of fiscal 2005 due to the
recycling of old inventory and increased costs associated with the ramp-up of a
new two-sided embossed finish product. We anticipate launching this product in
the forthcoming December 2004 quarter. During the September 2004 quarter, we
also experienced a product interruption in one of our nonwoven mat lines. The
interruption was caused by substandard third-party raw materials which caused
an equipment malfunction. We believe that a portion of the costs associated
with this interruption could be reimbursable from the raw material manufacturer
during fiscal 2005. The problem has been corrected and the line is currently
running at its normal level. - 14 -




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The Other, Technologies companies reported combined sales of $2,821,000 in
the first three months of fiscal 2005 compared to $2,372,000 in the same period
in fiscal 2004. Ortloff recognized no license fees and lower consulting income
in the fiscal 2005 period compared to the same 2004 three month period. One
license agreement that had been expected to be signed in the September 2004
quarter was signed following the close of the quarter. The revenue from this
agreement will be recognized in the December 2004 quarter. License fees can
vary significantly between reporting periods since this business is largely
project driven. Chromiums sales were 26.6% higher in the current year period
compared to the same fiscal 2004 period as a result of increased demand for
plating and finishing services in existing locomotive and marine markets. Other, Technologies companies had a combined operating loss of $509,000 in
the three-month period ended September 30, 2004, compared to a $648,000
operating loss in the same three-month period last year. Chromium had an
operating profit of approximately $300,000 in the first quarter this year
compared to $54,000 in the same period last year. Ortloff had an operating
loss of approximately $600,000 in the first quarter of fiscal 2005, compared to
an approximate $500,000 operating loss in the first quarter of fiscal 2004.
Elk Technologies incurred approximately $250,000 in marketing and development
costs in the fiscal 2005 period compared to approximately $160,000 in the
fiscal 2004 period. However, this new operation achieved a key milestone in
its VersaShield product line when a national furniture company began offering
VersaShield fire barrier on all of the mattresses and bed spring sets in its
current catalog. Financial Condition Overview Our liquidity needs generally arise principally from working capital
requirements, capital expenditures and payment of dividends. During the first
three months of fiscal 2005, we relied primarily on internally generated funds
to finance our cash requirements. Our working capital requirements fluctuate
significantly during the year because of seasonality in some market areas.
Generally, working capital requirements are higher in the spring and summer
months and lower in the fall and winter months. Operating Activities We determine cash flows from operating activities primarily from income
from operations, after consideration of deferred taxes, depreciation and
amortization. Cash flows from operating activities also either increase or
decrease by changes in working capital requirements. In the three months ended
September 30, 2004, we generated cash of $16,149,000 from operating activities,
compared to $35,165,000 in the same three-month period last year. Trade receivables, including long-term receivables, at September 30, 2004
were $3,448,000 lower than at June 30, 2004 due primarily to the collection of
receivables with extended payment terms. In accordance with normal industry
practices, extended payment terms are granted to certain customers for roofing
products shipped during the late winter and early spring months, with payments
generally due during the spring and early summer. At June 30, 2004,
receivables from customer programs with extended due dates were $5,662,000, all
of which were collected in the quarter ended September 30, 2004. At September
30, 2004, inventories were $1,993,000 higher - 15 -




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than at June 30, 2004. Much of the increase related to the expanded production
capacity at our new Tuscaloosa, Alabama plant which has now been placed in
service. We believe our inventories are being maintained at appropriate
levels. The current ratio was 3.3 to 1 at September 30, 2004. Investing Activities Cash flows from investing activities primarily reflect our capital
expenditure strategy. Net cash used for investing activities was $10,675,000
in the first three months of fiscal 2005 compared to $17,023,000 in the same
period in fiscal 2004. Approximately $6,800,000 of current year capital
expenditures relate to the expansion of our composite lumber facility in
Lenexa, Kansas. We are investing approximately $22,000,000 to expand the
capabilities of this composite lumber facility. Additional capacity from these
investments is expected to be available in December 2004. As previously
discussed, the new Tuscaloosa, Alabama roofing plant has been completed and
placed in service. We also invested approximately $500,000 in the first three
months of fiscal 2005 relating to a major project to upgrade certain key
information technology platforms. This project is scheduled for completion in
the December 2004 quarter. Excluding major capacity initiatives such as the
Lenexa expansion, consolidated ordinary levels of capital expenditures are
generally expected to be approximately $10,000,000 to $15,000,000 per year. Financing Activities Cash flows from financing activities generally reflect changes in our
borrowings, together with dividends paid on common stock, treasury stock
transactions and exercises of stock options. Net cash used for financing
activities was $5,453,000 in the first three months of fiscal 2005, compared to
$439,000 in the same period last year. In June 2004, we finalized an agreement to issue an additional $50,000,000
in senior unsecured notes in a private placement transaction with a group of
institutional investors. Closing on this agreement was deferred until November
15, 2004, subject to our satisfaction of certain conditions. This transaction
was initiated in a historically low interest rate environment to provide funds
for growth and expansion initiatives. We are continuing to evaluate possible
acquisitions to extend our premium building products line of business. At September 30, 2004, liquidity consisted of $294,000 of cash and
$116,578,000 of available borrowings under the $125,000,000 committed line of
credit facility. The debt to capital ratio (after deducting cash of $294,000
from $150,000,000 of principal debt) was 40.3%. We have no off-balance sheet
arrangements or transactions with unconsolidated, limited purpose entities. Our Board of Directors has authorized our repurchase of common stock from
time to time on the open market. As of September 30, 2004, we have repurchase
authority of approximately $10,600,000 remaining. We did not make any open
market purchases of common stock in the three-month period ended September 30,
2004. - 16 -




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Critical Accounting Policies Our condensed consolidated financial statements were prepared in
conformity with accounting principles generally accepted in the United States
of America. As such, we are required to make certain estimates, judgments and
assumptions we believe are reasonable based on the information available. The
accounting policies which we believe are the most critical to fully
understanding and evaluating our reported financial results are:  
    
    Collectibility of Accounts Receivable
    
    Accruals for loss contingencies, product warranties,
environmental exposure and self-insurance reserves
    
    Inventories
    
    Revenue Recognition
    
    Impairment of Long-Lived Assets These critical accounting policies are described in Managements
Discussion and Analysis of Financial Condition and Results of Operations in our
Form 10-K for the fiscal year ended June 30, 2004. There were no significant
changes in critical accounting policies during the three-month period ended
September 30, 2004. Business Risks and Forward-Looking Statements In an effort to give investors a well-rounded view of our current
condition and future opportunities, Managements Discussion and Analysis of the
Financial Condition and Results of Operations and other sections of this Form
10-Q contain forward-looking statements that involve risks and uncertainties
about our prospects for the future. The statements that are not historical
facts are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements usually are
accompanied by words such as optimistic, outlook, believe, estimate,
potential, forecast, project, expect, anticipate, plan, predict,
could, should, may, likely, or similar words that convey the
uncertainty of future events or outcomes. These statements are based on
judgments we believe are reasonable; however, ElkCorps actual results could
differ materially from those discussed here. We disclaim any intention or
obligation to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise, except as may be
required by law. Risks that could cause or contribute to actual results
differing materially from those projected in the forward-looking statements
could include, but are not limited to: Competitive Conditions - Our building products businesses can be affected by weather, the
availability of customer and/or end-user financing, insurance claims-paying
practices, and general economic conditions. In addition, the asphalt roofing
products manufacturing business is highly competitive. Actions of competitors,
including changes in pricing, or slowing demand for asphalt roofing products
due to general or industry economic conditions or the amount of inclement
weather could result in decreased demand for our products, lower prices
received or reduced utilization of plant facilities. Further, changes in
building and insurance codes and other standards from time to time can cause
changes in demand, or increases in costs that may not be passed through to
customers. - 17 -




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Higher Raw Materials, Energy and Transportation Costs - In our building products businesses, the significant raw materials are
ceramic-coated granules, asphalt, glass fibers, resins, mineral filler,
polypropylene and wood particles. Increased costs of raw materials can result
in reduced margins, as can higher energy, trucking and rail costs.
Historically, we have been able to pass some of the higher raw material, energy
and transportation costs through to the customer. Should we be unable to
recover higher raw material, energy and/or transportation costs, including
higher trucking costs resulting from recent regulatory changes in the trucking
industry, from price increases of our products, operating results could be
adversely affected and/or lower than projected. Temporary Shortages or Disruptions - Temporary shortages or disruptions in the supply of raw materials or the
availability of transportation do result from time to time from a variety of
causes. If we experience temporary shortages or disruptions in the supply of
raw materials or the availability of transportation, operating results could be
lower than projected. Productivity of New Facilities - We have been involved in a significant expansion plan over the past
several years, including the construction of new facilities and the expansion
of existing facilities. The new Tuscaloosa, Alabama facility was recently
placed in service and expansion of the Lenexa, Kansas composite lumber facility
is scheduled for completion in December 2004. Progress in achieving
anticipated operating efficiencies and financial results is difficult to
predict for new and expanded plant facilities. If such progress is slower than
anticipated, or if demand for products produced at new or expanded plants does
not meet current expectations, operating results could be lower than projected. Utilization of Hazardous Materials - Certain facilities of our subsidiaries must utilize hazardous materials in
their production process. As a result, we could incur costs for remediation
activities at our facilities or off-site, and other related exposures from time
to time in excess of established reserves for such activities. Litigation and Claims - We are involved in various legal proceedings and claims, including claims
arising in the ordinary course of business. Our litigation and claims are
subject to inherent and case-specific uncertainty. The outcome of such
litigation and claims depends on numerous interrelated factors, many of which
cannot be predicted. Higher Interest Rates - We currently anticipate that most of our needs for new capital in the near
future will be met with internally generated funds, borrowings under our
available credit facilities, and funding from the sale of $50,000,000 in Senior
Notes scheduled to be closed in November 2004. Significant increases in
interest rates could substantially affect our borrowing costs or our cost of
alternative sources of capital. - 18 -




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Technological Changes - Each of our businesses is subject to the risks of technological changes
and competition that is based on technology improvement or labor savings.
These factors could affect the demand for or the relative cost of our
technology, products and services, or the method and profitability of
distribution or delivery of such technology, products and services. Loss of Key Customers - Our businesses each could suffer significant setbacks in revenues and
operating income if we lost one or more of our largest customers, or if our
customers plans and/or markets should change significantly. Physical Loss to Manufacturing Facilities - Although we insure ourselves against physical loss to our manufacturing
facilities, including business interruption losses, natural or other disasters
and accidents, including but not limited to fire, earthquake, damaging winds,
and explosions, operating results could be adversely affected if any of our
manufacturing facilities became inoperable for an extended period of time due
to these insured events or other non-insured events, including but not limited
to acts of God, war or terrorism. Development of New Products - Each of our businesses is actively involved in the development of new
products, processes and services which are expected to contribute to our
ongoing long-term growth and earnings. Consumer products using VersaShield
fire retardant coatings have produced nominal commercial sales to date. Its
market potential may be dependent on the stringency of federal and state
regulatory requirements, which are difficult to predict. Further, our
composite decking and fencing products operation is producing and selling a new
generation of voided embossed products. We believe that this new generation of
products will allow this business to achieve sustained operating profitability.
If such developmental activities are not successful, regulatory requirements
are less stringent than currently predicted, market demand is less than
expected, we experience unanticipated product performance issues, or we cannot
provide the requisite financial and other resources to successfully
commercialize such developments, the growth of future sales and earnings may be
adversely affected. 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk In addition to the risks inherent in our operations, we are exposed to
financial, market, political and economic risks. The following discussion
provides additional detail regarding our exposure to the risks of changing
commodity prices and interest rates. We have no significant foreign exchange
risk. Derivatives are held as part of a formally documented risk management
program. Derivatives are held to mitigate uncertainty, volatility or to cover
underlying exposures. No derivatives are held for trading purposes. We have
from time to time entered into derivative transactions related to interest rate
risk and our exposure to fluctuating prices of natural gas used in our
manufacturing plants, as summarized in the following paragraphs. - 19 -




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We are required to purchase natural gas for use in our manufacturing
facilities. These purchases expose us to the risk of higher natural gas
prices. To hedge this risk, we may enter into hedge transactions to fix the
price on a portion of our projected natural gas usage. There are no natural
gas hedge transactions in effect at September 30, 2004. However, it is
anticipated that hedging strategies will likely be utilized in the future. We use interest rate swaps to help maintain a reasonable balance between
fixed and floating rate debt. We currently have two interest rate swaps in
effect. We have entered into interest rate swaps to effectively convert the
interest rate from fixed to floating on $85,000,000 of our outstanding debt at
September 30, 2004. The fair value of these swaps was $4,987,000 at September
30, 2004. Based on outstanding debt at September 30, 2004, our annual interest
costs would increase or decrease $900,000 for each theoretical 1% increase or
decrease in the floating interest rate. 
 Item 4. Controls and Procedures  a)
    
    Evaluation of Disclosure Controls and ProceduresWe completed an evaluation, under the supervision and with the
participation of management, including the Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation
of our disclosure controls and procedures pursuant to Exchange Act Rules
13a-15(e) and 15d-15(e) as of the end of the period covered by this
report. Based upon that evaluation, the Chief Executive Officer and the
Chief Financial Officer concluded that the our disclosure controls and
procedures are effective to timely alert them to any material information
relating to ElkCorp (including its consolidated subsidiaries) that must be
included in our periodic SEC filings.b)
    
    Changes in Internal Control Over Financial ReportingThere have been no significant changes in our internal controls over
financial reporting or in other factors that could significantly affect
these controls subsequent to the date of the evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses. - 20 -




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PART II. OTHER INFORMATION 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Issuer Purchase of Equity Securities for Quarter Ended September 30, 2004 Maximum Number (orApproximate DollarTotal Number of
    
    Value) of SharesShares Purchased as
    
    That May yet beTotal Number of
    
    
    
    
    
    Part of Publicly
    
    Purchased Under theShares Purchased
    
    Average Price Paid
    
    Announced Plans or
    
    Plans or ProgramsPeriod
    
    (Note 1)
    
    per Share
    
    Programs
    
    (Note 2)July, 2004
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    10,600,000August, 2004
    
    
    894
    
    
    $
    24.74
    
    
    $
    
    
    
    $
    10,600,000September, 2004
    
    
    949
    
    
    $
    24.91
    
    
    $
    
    
    
    $
    10,600,000Total
    
    
    1,843
    
    
    $
    24.83
    
    
    $
    
  (1)
    
    Includes repurchases of 1,843 shares from officers and employees in
connection with stock option exercises and repurchased restricted shares
for income tax withholding payments.(2)
    
    On September 28, 1998, the companys Board of Directors authorized the
purchase of up to $10,000,000 of common stock from time to time on the
open market to be used for general corporate purposes. On August 28,
2000, the Board of Directors authorized the repurchase of an additional
$10,000,000 of common stock. The most recent share repurchase under these
authorizations was December 4, 2000. The authorizations did not specify
an expiration date. Purchases may be increased, decreased or discontinued
by the Board of Directors at any time without prior notice. - 21 -




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Item 6. Exhibits  (a)
    
    Exhibits:  31.1
    
    Certification of Chief Executive Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certificate of the Chief Executive Officer of
ElkCorp Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.32.2
    
    Certificate of the Chief Financial Officer of
ElkCorp Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. - 22 -




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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. ElkCorpDATE: November 5, 2004
    
    /s/ Gregory J. FisherGregory J. FisherSenior Vice President,Chief Financial Officer and Controller/s/ Leonard R. HarralLeonard R. HarralVice President,Chief Accounting Officer and Treasurer
 - 23 -




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Index to Exhibits Exhibit No.
    
    Description31.1
    
    Certification of Chief Executive Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certificate of the Chief Executive Officer of
ElkCorp Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.32.2
    
    Certificate of the Chief Financial Officer of
ElkCorp Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.