##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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Form 10-Q Equivalent - Informational



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(Mark One)

| ̈ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2005



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: N/A



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AMERICAN ROCK SALT COMPANY LLC

(Exact Name of Registrant as Specified in its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|New York                                                       |  | 16-1516458                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (IRS Employer Identification Number)
|                                                               | 
|3846 Retsof Road, Retsof, New York                             |  | 14539                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          



Registrants
Telephone Number, Including Area Code: (585) 243-9510 ext. 1164





(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report): N/A



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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 ̈NO ̈NA  x



Indicate by check mark whether the registrant
is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    YES ̈NO  x



This Form 10-Q Equivalent is only being filed for informational purposes pursuant to the indenture

governing
American Rock Salt Company LLCs 91/2% Senior Secured Notes due 2014.



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##### Table of Contents

American Rock Salt Company LLC

INDEX



|           |  |                                                                                                       |  |            
|---------- |  | ----------------------------------------------------------------------------------------------------- |  | -----------
|           |  |                                                                                                       |  | Page Number
|Part I.    |  | Financial Information                                                                                 |  |            
|           |  |                                                                                                      
|Item 1.    |  | Financial Statements                                                                                  |  |            
|           |  |                                                                                                      
|           |  | Balance SheetsMarch 31, 2005 (Unaudited) and September 30, 2004                                       |  | 2          
|           |  |                                                                                                      
|           |  | Statements of OperationsThree and Six Months Ended March 31, 2005 and 2004 (Unaudited)                |  | 3          
|           |  |                                                                                                      
|           |  | Statement of Changes in Members Equity (Deficit)Six Months Ended March 31, 2005 and 2004 (Unaudited) |  | 3          
|           |  |                                                                                                      
|           |  | Statements of Cash FlowsSix Months Ended March 31, 2005 and 2004 (Unaudited)                          |  | 4          
|           |  |                                                                                                      
|           |  | Notes to Interim Financial Statements                                                                 |  | 5          
|           |  |                                                                                                      
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                 |  | 9          
|           |  |                                                                                                      
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                            |  | 16         
|           |  |                                                                                                      
|Item 4.    |  | Controls and Procedures                                                                               |  | 16         
|           |  |                                                                                                      
|Part II.   |  | Other Information                                                                                     |  |            
|           |  |                                                                                                      
|Item 1.    |  | Legal Proceedings                                                                                     |  | 17         
|           |  |                                                                                                      
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                                           |  | 17         
|           |  |                                                                                                      
|Item 3.    |  | Defaults upon Senior Securities                                                                       |  | 17         
|           |  |                                                                                                      
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                   |  | 17         
|           |  |                                                                                                      
|Item 5.    |  | Other Information                                                                                     |  | 17         
|           |  |                                                                                                      
|Item 6.    |  | Exhibits                                                                                              |  | 18         
|           | 
|Signatures |  | 19                                                                                                   
|           | 
|Exhibits   |  | 20                                                                                                   



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##### Table of Contents

PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



American Rock Salt Company LLC

Balance Sheets

(Dollars in Thousands)



|                                                                                                                                              |  |               |         |                   |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | ----------------- | - | ------- | -
|                                                                                                                                              |  | March 31,2005 |         | September 30,2004 |  
|                                                                                                                                              |  | (unaudited)   |         |                   |  
|Assets                                                                                                                                        |  |               |         |                   |   |         |  
|Current assets                                                                                                                                |  |               |         |                   |   |         |  
|Cash and equivalents                                                                                                                          |  | $             | 12,207  |                   | $ | 3,102   |  
|Restricted cash                                                                                                                               |  |               | 3,490   |                   |   | 1,328   |  
|Accounts receivable, net of reserve for doubtful accounts of approximately $64 and $54 at March 31, 2005 and September 30, 2004,
respectively |  |               | 16,821  |                   |   | 3,632   |  
|Inventory                                                                                                                                     |  |               | 8,630   |                   |   | 26,020  |  
|Prepaid expenses                                                                                                                              |  |               | 776     |                   |   | 718     |  
|                                                                                                                                              |  |               |         |                   |   |         |  
|Total current assets                                                                                                                          |  |               | 41,924  |                   |   | 34,800  |  
|Property and equipment, net                                                                                                                   |  |               | 72,279  |                   |   | 74,275  |  
|Other assets                                                                                                                                  |  |               |         |                   |   |         |  
|Salt deposits and mineral rights, net                                                                                                         |  |               | 2,622   |                   |   | 2,646   |  
|Mine acquisition costs, net                                                                                                                   |  |               | 391     |                   |   | 395     |  
|Financing costs, net of accumulated amortization                                                                                              |  |               | 6,932   |                   |   | 7,318   |  
|                                                                                                                                              |  |               |         |                   |   |         |  
|Total other assets                                                                                                                            |  |               | 9,945   |                   |   | 10,359  |  
|                                                                                                                                              |  |               |         |                   |   |         |  
|                                                                                                                                              |  | $             | 124,148 |                   | $ | 119,434 |  
|                                                                                                                                              |  |               |         |                   |   |         |  
|Liabilities and Members Equity                                                                                                               |  |               |         |                   |   |         |  
|                                                                                                                                              |  |              
|Current liabilities                                                                                                                           |  |               |         |                   |   |         |  
|Revolving line of credit                                                                                                                      |  | $             |        |                   | $ | 12,750  |  
|Current portion of long-term debt                                                                                                             |  |               | 24      |                   |   | 24      |  
|Accounts payable                                                                                                                              |  |               | 4,125   |                   |   | 3,459   |  
|Accrued expenses                                                                                                                              |  |               | 4,047   |                   |   | 4,063   |  
|Mine construction retention                                                                                                                   |  |               | 4,160   |                   |   | 4,160   |  
|Related party payables                                                                                                                        |  |               | 2,370   |                   |   | 437     |  
|                                                                                                                                              |  |               |         |                   |   |         |  
|Total current liabilities                                                                                                                     |  |               | 14,726  |                   |   | 24,893  |  
|Long-term debt, net of current portion                                                                                                        |  |               | 100,137 |                   |   | 100,150 |  
|                                                                                                                                              |  |               |         |                   |   |         |  
|Total liabilities                                                                                                                             |  |               | 114,863 |                   |   | 125,043 |  
|                                                                                                                                              |  |               |         |                   |   |         |  
|Members equity (deficit)                                                                                                                     |  |               |         |                   |   |         |  
|Class A Units 6,250 units issued and outstanding at March 31, 2005 and September 30, 2004                                                     |  |               | 3,054   |                   |   | (1,845  | )
|Class F Units 12,750 units issued and outstanding at March 31, 2005 and September 30, 2004                                                    |  |               | 6,231   |                   |   | (3,764  | )
|                                                                                                                                              |  |               |         |                   |   |         |  
|                                                                                                                                              |  |               | 9,285   |                   |   | (5,609  | )
|                                                                                                                                              |  |               |         |                   |   |         |  
|                                                                                                                                              |  | $             | 124,148 |                   | $ | 119,434 |  
|                                                                                                                                              |  |               |         |                   |   |         |  



The accompanying notes
are an integral part of these interim financial statements.



2



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##### Table of Contents

American Rock Salt Company LLC

Statements of Operations

(Dollars in Thousands)

(Unaudited)



|                         |  |                            |        |   |                          |   |        |                |  |   |                |   |  |   |        |  
|------------------------ |  | -------------------------- | ------ | - | ------------------------ | - | ------ | -------------- |  | - | -------------- | - |  | - | ------ | -
|                         |  | For the three months ended |        |   | For the six months ended |  
|                         |  | March 31, 2005             |        |   | March 31, 2004           |   |        | March 31, 2005 |  |   | March 31, 2004 |  
|Sales                    |  |                            |        |   |                          |   |        |                |  |   |                |   |  |   |        |  
|Bulk                     |  | $                          | 63,932 |   |                          | $ | 53,558 |                |  | $ | 90,370         |   |  | $ | 85,825 |  
|Packaged                 |  |                            | 697    |   |                          |   | 1,314  |                |  |   | 1,865          |   |  |   | 2,745  |  
|                         |  |                            |        |   |                          |   |        |                |  |   |                |   |  |   |        |  
|Total sales              |  |                            | 64,629 |   |                          |   | 54,872 |                |  |   | 92,235         |   |  |   | 88,570 |  
|                         |  |                            |        |   |                          |   |        |                |  |   |                |   |  |   |        |  
|Cost of sales            |  |                            |        |   |                          |   |        |                |  |   |                |   |  |   |        |  
|Freight and handling     |  |                            | 28,566 |   |                          |   | 24,333 |                |  |   | 40,163         |   |  |   | 39,383 |  
|Products                 |  |                            | 18,265 |   |                          |   | 15,510 |                |  |   | 27,000         |   |  |   | 25,262 |  
|                         |  |                            |        |   |                          |   |        |                |  |   |                |   |  |   |        |  
|                         |  |                            | 46,831 |   |                          |   | 39,843 |                |  |   | 67,163         |   |  |   | 64,645 |  
|                         |  |                            |        |   |                          |   |        |                |  |   |                |   |  |   |        |  
|Gross income             |  |                            | 17,798 |   |                          |   | 15,029 |                |  |   | 25,072         |   |  |   | 23,925 |  
|Operating expenses       |  |                            | 2,319  |   |                          |   | 1,632  |                |  |   | 4,269          |   |  |   | 3,399  |  
|                         |  |                            |        |   |                          |   |        |                |  |   |                |   |  |   |        |  
|Income from operations   |  |                            | 15,479 |   |                          |   | 13,397 |                |  |   | 20,803         |   |  |   | 20,526 |  
|                         |  |                            |        |   |                          |   |        |                |  |   |                |   |  |   |        |  
|Other income (expense)   |  |                            |        |   |                          |   |        |                |  |   |                |   |  |   |        |  
|Interest expense         |  |                            | (2,986 | ) |                          |   | (1,564 | )              |  |   | (5,910         | ) |  |   | (2,586 | )
|Other interest           |  |                            |       |   |                          |   | (2,679 | )              |  |   |               |   |  |   | (2,679 | )
|Interest income          |  |                            | 5      |   |                          |   | 54     |                |  |   | 5              |   |  |   | 92     |  
|Other financing charges  |  |                            | (1     | ) |                          |   | (222   | )              |  |   | (7             | ) |  |   | (305   | )
|Other, net               |  |                            |       |   |                          |   | 24     |                |  |   | 3              |   |  |   | 9      |  
|                         |  |                            |        |   |                          |   |        |                |  |   |                |   |  |   |        |  
|Total other expense, net |  |                            | (2,982 | ) |                          |   | (4,387 | )              |  |   | (5,909         | ) |  |   | (5,469 | )
|                         |  |                            |        |   |                          |   |        |                |  |   |                |   |  |   |        |  
|Net income               |  | $                          | 12,497 |   |                          | $ | 9,010  |                |  | $ | 14,894         |   |  | $ | 15,057 |  
|                         |  |                            |        |   |                          |   |        |                |  |   |                |   |  |   |        |  



The accompanying notes
are an integral part of these interim financial statements.



American Rock Salt Company LLC

Statement of Changes in Members Equity (Deficit)

For the Six Months Ended March 31, 2005

(Dollars in Thousands)

(Unaudited)



|                                      |  |               |        |   |               |   |        |       |  |   |        |  
|------------------------------------- |  | ------------- | ------ | - | ------------- | - | ------ | ----- |  | - | ------ | -
|                                      |  | Class A Units |        |   | Class F Units |   |        | Total | 
|Members deficit - September 30, 2004 |  | $             | (1,845 | ) |               | $ | (3,764 | )     |  | $ | (5,609 | )
|Net income                            |  |               | 4,899  |   |               |   | 9,995  |       |  |   | 14,894 |  
|                                      |  |               |        |   |               |   |        |       |  |   |        |  
|Members equity - March 31, 2005      |  | $             | 3,054  |   |               | $ | 6,231  |       |  | $ | 9,285  |  
|                                      |  |               |        |   |               |   |        |       |  |   |        |  



The accompanying notes
are an integral part of these interim financial statements.



3



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##### Table of Contents

American Rock Salt Company LLC

Statements of Cash Flows

(Dollars in Thousands)

(Unaudited)



|                                                                                 |  |                          |         |   |                |   |         |  
|-------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | -------------- | - | ------- | -
|                                                                                 |  | For the six months ended |        
|                                                                                 |  | March 31, 2005           |         |   | March 31, 2004 |  
|Cash flows from operating activities                                             |  |                          |         |   |                |   |         |  
|Net income                                                                       |  | $                        | 14,894  |   |                | $ | 15,057  |  
|Adjustments to reconcile net income to net cash provided by operating activities |  |                          |         |   |                |   |         |  
|Depreciation                                                                     |  |                          | 3,147   |   |                |   | 3,057   |  
|Depletion                                                                        |  |                          | 25      |   |                |   | 34      |  
|Provision for bad debts                                                          |  |                          | 11      |   |                |   |        |  
|Amortization of mine acquisition and financing costs                             |  |                          | 389     |   |                |   | 449     |  
|Loss on sale or disposal of equipment                                            |  |                          |        |   |                |   | (7      | )
|Changes in                                                                       |  |                          |         |   |                |   |         |  
|Accounts receivable                                                              |  |                          | (13,200 | ) |                |   | (4,215  | )
|Inventory                                                                        |  |                          | 17,390  |   |                |   | 15,306  |  
|Prepaid expenses and other assets                                                |  |                          | (59     | ) |                |   | 90      |  
|Accounts payable                                                                 |  |                          | 666     |   |                |   | 618     |  
|Accrued expenses                                                                 |  |                          | (17     | ) |                |   | 735     |  
|                                                                                 |  |                          |         |   |                |   |         |  
|Net cash provided by operating activities                                        |  |                          | 23,246  |   |                |   | 31,124  |  
|                                                                                 |  |                          |         |   |                |   |         |  
|Cash flows from investing activities                                             |  |                          |         |   |                |   |         |  
|Proceeds on sale or disposal of equipment                                        |  |                          |        |   |                |   | 25      |  
|Purchase of property and equipment                                               |  |                          | (1,151  | ) |                |   | (1,423  | )
|Purchase of salt deposits and mineral rights                                     |  |                          |        |   |                |   | (470    | )
|                                                                                 |  |                          |         |   |                |   |         |  
|Net cash used in investing activities                                            |  |                          | (1,151  | ) |                |   | (1,868  | )
|                                                                                 |  |                          |         |   |                |   |         |  
|Cash flows from financing activities                                             |  |                          |         |   |                |   |         |  
|Repayments on long-term debt                                                     |  |                          | (12     | ) |                |   | (64,182 | )
|Payment of financing costs                                                       |  |                          |        |   |                |   | (7,348  | )
|Borrowings on revolving line of credit                                           |  |                          | 4,420   |   |                |   | 5,430   |  
|Repayments on revolving line of credit                                           |  |                          | (17,170 | ) |                |   | (17,810 | )
|Issuance of senior secured notes                                                 |  |                          |        |   |                |   | 100,000 |  
|Distribution to Members                                                          |  |                          |        |   |                |   | (41,400 | )
|Increase in Restricted Cash                                                      |  |                          | (2,162  | ) |                |   |        |  
|Borrowings (Repayments) of related party payables                                |  |                          | 1,934   |   |                |   | (1,568  | )
|                                                                                 |  |                          |         |   |                |   |         |  
|Net cash used in financing activities                                            |  |                          | (12,990 | ) |                |   | (26,878 | )
|                                                                                 |  |                          |         |   |                |   |         |  
|Net increase in cash and equivalents                                             |  |                          | 9,105   |   |                |   | 2,378   |  
|Cash and equivalents - beginning of period                                       |  |                          | 3,102   |   |                |   | 9,097   |  
|                                                                                 |  |                          |         |   |                |   |         |  
|Cash and equivalents - end of period                                             |  | $                        | 12,207  |   |                | $ | 11,475  |  
|                                                                                 |  |                          |         |   |                |   |         |  
|                                                                                 |  |                         
|Supplemental Disclosure of Cash Flow Activities                                  |  |                          |         |   |                |   |         |  
|                                                                                 | 
|                                                                                 |  | For the six months ended |        
|                                                                                 |  | March 31, 2005           |         |   | March 31, 2004 |  
|Cash paid for interest                                                           |  | $                        | 5,839   |   |                | $ | 4,348   |  
|                                                                                 |  |                          |         |   |                |   |         |  



The accompanying notes
are an integral part of these interim financial statements.



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##### Table of Contents

AMERICAN ROCK SALT COMPANY LLC

NOTES TO FINANCIAL STATEMENTS



|1. | The Company
|-- | -----------



American Rock Salt Company LLC (the Company) primarily sells bulk rock salt for use in deicing roads. The Company bids on supply contracts for
salt produced at the Hampton Corners Mine to be provided to state Departments of Transportation and local municipalities as well as industrial consumers throughout the Northeastern United States. The Company was formed on January 30, 1997.
Construction of the Hampton Corners Mine began in November 1998 and it was substantially completed in December 2001. The Company steadily increased sales as production and distribution capacity came online during a ramp-up phase in fiscal 2001 and
2002. The Company attained full operating capacity during fiscal 2003.



|2. | Basis of Presentation
|-- | ---------------------



The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial
information and with the instructions to 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. These interim
unaudited financial statements should be read in conjunction with the audited financial statements for the fiscal year ended September 30, 2004 included in the Companys Form 10-K Equivalent. In the opinion of management, all adjustments,
consisting of normal recurring accruals, considered necessary for a fair presentation, have been included. Operating results for the three and six month period ended March 31, 2005 are not indicative of the results that may be expected for a full
year due, in part, to seasonal fluctuations, which are normal for the Companys business. Further, the Company has made a number of estimates and assumptions relating to the assets and liabilities, the disclosure of contingent assets and
liabilities and the reporting of revenues and expenses to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates.



The balance sheet at September 30, 2004 has been derived from the audited
financial statements at that date, but does not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.



No provision is made for income taxes in the accompanying financial
statements as the Company is a limited liability company that elected partnership status. The taxable income or loss and any available credits of the Company are includable on the individual income tax returns of the members.



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##### Table of Contents

|3. | Long-Term Debt
|-- | --------------



Long-term debt consisted of the following at:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                |         |   |                    |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | ------------------ | - | ------- | -
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | (Thousands)    |        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | March 31, 2005 |         |   | September 30, 2004 |  
|Senior Secured Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                |         |   |                    |   |         |  
|Senior Secured Notes at March 31, 2005 of $100,000,000, currently requiring semiannual interest payments through the final maturity date of
March 15, 2014 at an annual rate of 9.50%. Prior to March 15, 2007, 35% of the aggregate principal amount of the notes at the established price plus accrued and unpaid interest may be redeemed at 109.5%. Some or all of the notes may be redeemed at
any time prior to March 15, 2009 at a make-whole redemption price. After March 15, 2009, the notes are redeemable at a redemption price of 104.75%, to be adjusted annually to 100% by March 15, 2012 |  |                | 100,000 |   |                    |   | 100,000 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |               
|Promissory note payable to the Empire State Development Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                |         |   |                    |   |         |  
|Due April 1, 2011, interest at 4.0% per annum payable in 120 equal installments of principal and interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                | 161     |   |                    |   | 174     |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                |         |   |                    |   |         |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                | 100,161 |   |                    |   | 100,174 |  
|Less: Current maturities of long-term debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                | (24     | ) |                    |   | (24     | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                |         |   |                    |   |         |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | $              | 100,137 |   |                    | $ | 100,150 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                |         |   |                    |   |         |  



As of March 31, 2005,
the Company had no outstanding borrowings under its working capital line of credit. On March 17, 2004, the Company repaid all of its existing indebtedness other than a $0.2 million subordinated note with the proceeds of its new financing which
comprised: $100.0 million principal amount 9.5% senior secured notes with a maturity date of March 15, 2014, and a new bank facility in the aggregate principal amount of $62.1 million, consisting of: (a) a $32.1 million term loan facility, and (b) a
$30.0 million working capital facility. Both the term loan and the working capital facility currently bear interest at an annual rate equal to the LIBOR rate plus up to 3.5% based on a pricing grid leverage ratio or a base rate (the higher of the
Federal Funds Rate plus 0.50% or the prime rate plus the applicable margin for base rate loans), at the Companys option. The term loan facility has a maturity of eight years commencing March 17, 2004. The working capital facility has an
initial term of five years commencing March 17, 2004.



The
term loan facility is currently used to support the ongoing litigation with the contractor of the mine facility. More specifically, the lenders under the new credit agreement facilitated the issuance, at closing, of a $32.1 million letter of credit,
which may be drawn against for purposes of the litigation. Upon conclusion of the litigation, the letter of credit facility will convert to a term loan. As of March 31, 2005, no monies were drawn against the $32.1 million letter of credit. The
letter of credit facility currently bears an interest rate of 3.125%, and if the term loan facility were outstanding, it would bear an interest rate of 5.75%. Sinking fund payments totaling $0.7 million were made from January 1, 2005 through March
31, 2005 as required under our credit facility for the un-drawn $32.1 million term loan. Also, an annual excess cash flow prepayment totaling $0.8 million was made during the quarter ended March 31, 2005 as required under our credit facility for the
un-drawn $32.1 million term loan. These payments are shown on the balance sheet as restricted cash.



The working capital facility permits the Company to borrow up to $30.0 million in revolving loans with a $7.0 million sub-limit available for the issuance
of letters of credit. Availability of the working capital facility is subject to a borrowing base formula. As of March 31, 2005, the Company had $0.0 million drawn and $3.5 million of standby letters of credit outstanding under the working capital
facility, with approximately $13.1 million of remaining availability thereunder. The aggregate outstanding amount of revolving loans and letters of credit under the new financing arrangement cannot exceed $30.0 million and bears interest at a rate
of 5.75%.



6



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##### Table of Contents

|4. | Inventory
|-- | ---------



Inventory consists of the following at:



|                     |  |                |       |   |                    |   |        |  
|-------------------- |  | -------------- | ----- | - | ------------------ | - | ------ | -
|                     |  | March 31, 2005 |       |   | September 30, 2004 |  
|Supplies             |  | $              | 924   |   |                    | $ | 778    |  
|Finished Goods, Salt |  |                | 7,743 |   |                    |   | 25,279 |  
|                     |  |                |       |   |                    |   |        |  
|                     |  |                | 8,667 |   |                    |   | 26,057 |  
|Less:                |  |                |       |   |                    |   |        |  
|Reserve              |  |                | (37   | ) |                    |   | (37    | )
|                     |  |                |       |   |                    |   |        |  
|                     |  | $              | 8,630 |   |                    | $ | 26,020 |  
|                     |  |                |       |   |                    |   |        |  



|5. | Related Party Transactions
|-- | --------------------------



Legal Services



Certain legal costs were incurred from an organization affiliated with several of our members of approximately $0.4 million and $0.4 million during the
three months ended, and $0.6 million and $0.8 million for the six months ended March 31, 2005 and 2004, respectively. All such fees were included in operating expenses.



Goods and Services



Certain members, or their affiliates, received management and service fees of approximately $0.1 million and $0.1 million during the three months ended,
and $0.1 million and $0.1 million for the six months ended March 31, 2005 and 2004, respectively. These amounts are included in operating expenses.



Additionally, certain members, or their affiliates, received payments for goods and services of approximately $0.4 million and $0.3 million during the
three months ended, and $0.7 million and $0.7 million for the six months ended March 31, 2005 and 2004, respectively. For the three months ended March 31, 2005, approximately $0.4 million of the total $0.4 million is included in cost of sales 
products. For the three months ended March 31, 2004, approximately $0.2 million of the total $0.3 million is included in cost of sales  products, with the remaining balance in operating expenses. For the six months ended March 31, 2005,
approximately $0.6 million of the total $0.7 million is included in cost of sales  products, with the remaining balance in operating expenses. For the six months ended March 31, 2004, approximately $0.3 million of the total $0.7 million is
included in cost of sales  products, with the remaining balance in operating expenses.



Financing Costs



Certain costs were incurred from a member which was, until the refinancing, also a lender, for administrative fees of approximately $0 and $0.1 million, principal payments of approximately $0 and $14.3 million, and interest payments of
approximately $0 and $0.3 million, and prepayment penalties of $0 and $1.9 million for the three months ended, and administrative fees of $0 and $0.1 million, principal payments of $0 and $15.3 million, and interest payments of approximately $0 and
$0.8 million, and prepayment penalties of $0 and $1.9 million for the six months ended March 31, 2005 and 2004, respectively. This lender was paid off in full upon completion of the new financing agreement on March 17, 2004. All amounts, excluding
interest and prepayment penalties, are included in operating expenses.



Certain costs were incurred from an affiliate of a member for financial advisory fees of approximately $0.1 million and $1.4 million for the three months ended, and $0.1 million and $1.6 million for the six months ended March 31, 2005 and
2004, respectively. Amounts for the three and six months ended March 31, 2005 are included in operating expenses while the amounts for the three and six months ended March 31, 2004 are recorded as an asset on the balance sheet in other assets 
financing costs, and will be amortized over the life of the related debt.



Non-operating Mineral Interests (NOMIs)



Certain members receive payments in respect of NOMIs related to the acquisition of mineral rights equal to 2.5% of the gross income from the mine as reported for purposes of computing percentage depletion for federal
income tax purposes. NOMI expense was approximately $1.6 million and $1.4 million during the three months ended, and $2.1 million and $2.0 million for the six months ended March 31, 2005 and 2004, respectively. These amounts are included in cost of
sales  products.



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6. Commitments and Contingencies



Engineering and Procurement Contract/Litigation



The Company is involved in litigation with Frontier-Kemper Constructors, Inc. and Flatiron Structures LLC (together, the EPC
Contractor or FKF) whom the Company engaged to design and construct its mine facility. The contract required that acceptance of the mine occur by December 2000 and provided for liquidated damages and penalties to be paid to the
Company in the event of unexcused delays. The facility was substantially completed in December 2001 and facility acceptance has not yet occurred. The Company estimates that liquidated damages due the Company under its contract and/or by reason of
the contractors failure to obtain insurance for such damages total at least $7.0 million. The EPC Contractor has filed suit against the Company claiming a change in the scope of the contract and alleging breach of contract, fraud and mistake
resulting in a void or voidable contract. The EPC Contractor sought $27.0 million in alleged compensatory damages and $10.0 million in punitive damages. The Companys motion to dismiss portions of the EPC Contractors complaint was granted
in September 2002 and the only claims that remain are the EPC Contractors claims for breach of contract and declaratory judgment (for which punitive damages do not apply). The Company also filed an action in December 2001 against the EPC
Contractor, the insurers, the bonding company, and the brokers, claiming, among other things, liquidated damages, mismanagement, negligence, failure to provide required insurance and misrepresentation. The losses claimed against the EPC Contractor
in this litigation may exceed $35.0 million. The two actions have been consolidated into a single action. The Company has moved for summary judgment on a number of major issues, which if successful would substantially limit the EPC Contractors
remaining claims. The EPC Contractor has moved to dismiss or limit the damages recoverable by the Company in its countersuit. The third-party defendants have filed cross-motions for summary judgment seeking dismissal of the third-party claims. While
the Company intends to vigorously defend the action commenced by the EPC Contractor and to prosecute its claims, no assurance can be given as to the outcome of this litigation. No accrual has been recorded related to these claims. In connection with
this dispute, FKF had filed a $29.0 million mechanics lien against the Hampton Corners Mine property. The Company successfully discharged the lien via a surety bond posted for 110% of the lien amount, with the obligation for such surety bond secured
by a $32.1 million letter of credit obtained as part of its new financing arrangement.



7. Accounting Pronouncements



In November 2004, the FASB
issued Statement of Accounting Standards (SFAS) No. 151, Inventory Costs  an amendment of ARB No. 43, Chapter 4 to clarify the accounting for idle facility expense, freight, handling costs, and wasted material (spoilage). This
Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of so abnormal as defined in ARB No. 43. In addition, this Statement requires that allocation of fixed production
overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS No. 151 is effective for the Company beginning January 1, 2006. The Company is currently evaluating the impact of SFAS No. 151 on its financial
statements.



The Securities and Exchange Commission (SEC) recently issued
guidance on the ways in which its full-cost rules interact with the accounting requirements that the FASB established for asset retirement obligations (ARO)  specifically, how FASB Statement No. 143, Accounting for Asset Retirement
Obligations (FAS 143), interacts with the full-cost requirements in Rule 4-10 of Regulation S-X (Rule 4-10). The SECs new guidance appears in Staff Accounting Bulletin No. 106 (SAB 106) issued in October 2004. The Company adopted SAB 106
on January 1, 2005. The adoption did not have an impact on the Companys financial statements.



In March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations - an interpretation of FASB Statement No. 143, (FIN 47) which clarifies the term
conditional asset retirement obligation used in SFAS No. 143, Accounting for Asset Retirement Obligations, and specifically when an entity would have sufficient information to reasonably estimate the fair value of an asset
retirement obligation. American Rock Salt Company LLC is required to adopt FIN 47 no later than September 30, 2005. The Company does not expect the adoption of FIN 47 to have a material impact on its financial statements.



8. Subsequent Events



On April 14, 2005, the Company paid a distribution to its members in the aggregate amount of $1.9 million, which distribution was declared
by the Board of Managers on that date. The distribution was made in compliance with the terms of the Companys bank facility and the indenture governing its senior secured notes.



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CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS



From time to time, the Company or persons acting on behalf of the Company may make oral and written statements that may
constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 (the PSLRA) or by the Securities and Exchange Commission (SEC) in its rules, regulations, and releases. The
Company desires to take advantage of the safe harbor provisions in the PSLRA for forward-looking statements made from time to time, including, but not limited to, the forward-looking information contained in the Managements
Discussion and Analysis of Financial Condition and Results of Operations section of this Form 10-Q Equivalent and other statements made in this Form 10-Q Equivalent and in filings with the SEC.



The Company cautions readers that any such forward-looking statements made
by or on behalf of the Company are based on managements current expectations and beliefs but are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements.
Among the factors that could impact the Company includes:



| |  |  | return expectations and related allocation of resources;
| | - |  | --------------------------------------------------------



| |  |  | changing economic or competitive conditions; and
| | - |  | ------------------------------------------------



| |  |  | negotiation of agreements with third parties.
| | - |  | ---------------------------------------------



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Company Overview



We are a producer of highway deicing rock salt in North America. We own and operate a rock salt mine located approximately 35 miles south of Rochester,
New York. Our mine is located in the heart of the western and central New York and Pennsylvania snow belt, with on-site access to truck and rail transportation.



Salt mines and mining operations are long-lived assets. Based solely on data extrapolated from areas within a one-mile radius of our drill holes, we
believe that our mine currently has over 55 years of remaining mineable reserves at the current production rate of 3.0 million tons per year.



While winter weather conditions in individual markets can vary from year to year, our target markets in New York and Pennsylvania are the most impacted by
harsh winter snow and ice conditions and overall demand across the region is relatively stable. Our served markets in New York, Pennsylvania, Ohio and eight other states have an aggregate regional demand for over 9.3 million tons of rock salt per
year, and Pennsylvania and New England currently have no operating rock salt mines.



Most of our sales are based on annual supply contracts with set pricing and reserved volume generally awarded on the basis of lowest price of bids tendered. This allows us to plan our production and staffing schedule
and our inventory placement and sales distribution strategy for the upcoming season. We routinely adjust the size of our workforce, as well as the number of hours and days worked, to reflect seasonal demand.



From fiscal year 2001 to 2004, we increased our sales volume from 1.0 million
tons to 3.1 million tons, and our revenues from $29.1 million to $96.5 million. This increase in sales corresponds to the increase in the production capacity of our mine; as capacity came online, our market share correspondingly increased. For the
completed 2004-2005 season, our awarded contracted volume has increased 4.2% as compared to the 2003-2004 season. Over the past eight winter seasons, the Company has on average sold approximately 102% of awarded volume.



For the fiscal year ended September 30, 2004, and for the six months ended
March 31, 2005, we generated revenues of $96.5 million and $92.2 million, respectively, and net income of $9.1 million and $14.9 million, respectively. We believe that our cash flows are not materially impacted by economic cycles due to the stable
end use markets for rock salt and the lack of cost effective alternatives.



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##### Table of Contents

Critical Accounting Policies



In preparing financial statements in conformity with accounting principles generally accepted in the United States of
America, or GAAP, we are required to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of our financial statements and revenues and expenses
during the reporting period. Actual results could differ from those estimates. We have identified the following as critical accounting policies that are most important to the portrayal of our financial condition and results of operation.



Salt Deposits and Mineral Rights



Salt deposits and mineral rights are underground reserves with respect to
which the Company has extraction rights. Depletion of salt deposits and mineral rights occurs as the minerals are extracted based on units of production and engineering estimates of total reserves. As such, our mineral rights interests include
estimates of probable mineral reserves. The impact of revisions to our reserve estimates is recognized on a prospective basis.



Mine Reclamation Cost



We have calculated the estimated net future cost of dismantling, restoring, and reclaiming our mine in its related mine site in accordance with federal,
state and local regulatory requirements, and in accordance with SFAS No. 143, Accounting for Obligations Associated with the Retirement of Long-Lived Assets. SFAS No. 143 requires that we recognize the legal obligation of our mine reclamation costs
at fair value as a liability when incurred and capitalize such costs by increasing the carrying amount of our mine assets.



Impairment of Long-Lived Assets



In the event that relevant facts and circumstances indicate that the carrying amounts of our long-lived assets may be impaired, an evaluation of
recoverability is performed. If such an evaluation is required, the estimated future undiscounted cash flows associated with the asset would be compared to the assets carrying amount to determine if a write-down is required. If our review
indicates that the assets will not be recoverable, the carrying value of the Companys assets would be reduced to their estimated fair value.



Other Significant Accounting Policies



Other significant accounting policies not involving the same level of estimates and assumptions as those discussed above are important to an understanding
of our financial statements. For example, our policies related to our inventory allowances, revenue recognition and legal contingencies require judgments and estimates.



Results of Operations



The following table sets forth certain historical financial information for the three and six months ended March 31, 2005 and 2004. We record sales to
customers based upon total billings including shipping and handling costs necessary to transport our products from the production or storage sites to the delivery point. In establishing our prices to our customers, we must take into account the
estimated cost of transportation of our products since we assume responsibility for such costs. We manage the profitability and attractiveness of existing and prospective customers and product lines by analyzing, among other factors, the customer
billings net of related shipping and handling costs. This allows for a more comparable look at the relative profitability of our business as well as providing a more accurate analysis upon which to analyze trends in the business.



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##### Table of Contents

The following table and discussion should be read in conjunction with the information contained in our
financial statements and the notes thereto included elsewhere in this Form 10-Q Equivalent.



|                         |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|------------------------ |  | ---------------------------- | ------ | - | -------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                         |  | Three Months Ended March 31, |        |   | Six Months Ended March 31, |  
|                         |  | 2005                         |        |   | 2004                       |   |        | 2005 |  |   | 2004   |  
|                         |  | (Dollars in Thousands)       |       
|Sales                    |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Bulk                     |  | $                            | 63,932 |   |                            | $ | 53,558 |      |  | $ | 90,370 |   |  | $ | 85,825 |  
|Packaged                 |  |                              | 697    |   |                            |   | 1,314  |      |  |   | 1,865  |   |  |   | 2,745  |  
|                         |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Total sales              |  |                              | 64,629 |   |                            |   | 54,872 |      |  |   | 92,235 |   |  |   | 88,570 |  
|                         |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Cost of sales            |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Freight and handling     |  |                              | 28,566 |   |                            |   | 24,333 |      |  |   | 40,163 |   |  |   | 39,383 |  
|Products                 |  |                              | 18,265 |   |                            |   | 15,510 |      |  |   | 27,000 |   |  |   | 25,262 |  
|                         |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|                         |  |                              | 46,831 |   |                            |   | 39,843 |      |  |   | 67,163 |   |  |   | 64,645 |  
|                         |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Gross income             |  |                              | 17,798 |   |                            |   | 15,029 |      |  |   | 25,072 |   |  |   | 23,925 |  
|Operating expenses       |  |                              | 2,319  |   |                            |   | 1,632  |      |  |   | 4,269  |   |  |   | 3,399  |  
|                         |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Income from operations   |  |                              | 15,479 |   |                            |   | 13,397 |      |  |   | 20,803 |   |  |   | 20,526 |  
|                         |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Other income (expense)   |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Interest expense         |  |                              | (2,986 | ) |                            |   | (1,564 | )    |  |   | (5,910 | ) |  |   | (2,586 | )
|Other interest           |  |                              |       |   |                            |   | (2,679 | )    |  |   |       |   |  |   | (2,679 | )
|Interest income          |  |                              | 5      |   |                            |   | 54     |      |  |   | 5      |   |  |   | 92     |  
|Other financing charges  |  |                              | (1     | ) |                            |   | (222   | )    |  |   | (7     | ) |  |   | (305   | )
|Other, net               |  |                              |       |   |                            |   | 24     |      |  |   | 3      |   |  |   | 9      |  
|                         |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Total other expense, net |  |                              | (2,982 | ) |                            |   | (4,387 | )    |  |   | (5,909 | ) |  |   | (5,469 | )
|                         |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Net income               |  | $                            | 12,497 |   |                            | $ | 9,010  |      |  | $ | 14,894 |   |  | $ | 15,057 |  
|                         |  |                              |        |   |                            |   |        |      |  |   |        |   |  |   |        |  



Seasonality



The Company experiences a substantial amount of seasonality in salt sales.
The result of this seasonality is that sales and operating income are generally higher in the first and fourth calendar quarters and lower during the second and third calendar quarters of each year, resulting in large increases in accounts
receivable and accrued expenses on the balance sheet as of March 31 of each year compared to September 30 of each year. Sales of highway and consumer deicing salt products are seasonal as they vary based on the severity of the winter conditions in
areas where the product is used. Following industry practice, we and our customers stockpile significant quantities of deicing salt in the second, third and fourth calendar quarters. Our results of operations for the fiscal year ended September 30
are more representative of trends in our results.



Three Months Ended March
31, 2005 Compared to Three Months Ended March 31, 2004



Sales



Total sales for the quarter ended March 31, 2005 of $64.6
million increased $9.8 million, or 17.8% compared to $54.9 million during the same period in fiscal 2004. Sales primarily consist of bulk salt sales as well as packaged salt sales. The $9.8 million increase is primarily attributed to a 10.2%
increase in sales volume and a 6.9% increase in sales prices in the second quarter of fiscal 2005 as compared to the second quarter of fiscal 2004. The increase in sales volume is the direct result of current seasonal weather patterns that resulted
in winter weather beginning later and lasting longer than it had in the quarter ended March 31, 2004. The increased sales price per ton was due to an average price increase in excess of 6% for contracts awarded prior to the start of the 2004-2005
season, followed by a greater proportion of sales to customers in areas with higher sales prices yielding an increased sales price per ton, due to harsher weather conditions in those areas, as compared to the proportion of sales to such customers in
the second quarter of fiscal 2004.





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##### Table of Contents

Gross Income



Gross income for the second quarter of fiscal 2005 of $17.8 million increased by $2.8 million, or 18.4% compared to $15.0 million for the same period in
fiscal 2004. The increase in gross income was primarily attributable to the 10.2% increase in tonnage sold due to the late onset and longer duration of winter weather during the quarter ended March 31, 2005 compared to the quarter ended March 31,
2004, and a 6.9% price increase offset by a 6.2% increase in cost of sales on a per ton basis. The increase in cost of sales per ton is primarily the result of a change in the mix of tons sold directly from the mine versus tons sold from stockpiles.
For the three months ended March 31, 2005, the sales mix approximated 42.3% sold directly from the mine versus 57.7% sold from stockpiles, as compared to our 50/50 average split. Cost of sales are higher for salt sold from stockpiles due to the
additional freight, handling and storage fees, hence costs of sales increase if a greater proportion of stockpile salt is sold. In the highway deicing salt industry, gross margins are typically lower on average for stockpile salt, as the increased
gross sales prices obtainable for such salt often do not cover all of the increased logistics charges.



However, as evidenced by our overall increase in gross profit on a per ton basis, we successfully managed to sell a greater proportion of stockpile salt,
yet preserve and increase margins by effective price bidding strategies and careful control over logistics costs  this during a time when increased shipping costs have plagued most other logistics intensive businesses. Combined, total cost of
sales increased by $7.0 million, or 17.5%, as compared to the same period in fiscal 2004; while on a percentage of sales basis, total cost of sales remained essentially flat. Components of cost of sales changed as follows:



| |  |  | Cost of sales  freight and handling for the second quarter of fiscal 2005 increased by $4.2 million, or 17.4%, as compared to the same period in fiscal 2004. The $4.2 million
increase is primarily the result of the increase in sales volume and greater proportion of sales from stockpiles during the second quarter of fiscal 2005 as discussed above.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cost of sales  products for the second quarter of fiscal 2005 increased by $2.8 million, or 17.8%, as compared to the same period in fiscal 2004. The $2.8 million increase is
primarily the result of the increase in sales volume, with approximately $0.8 million of the $2.8 million resulting from decreased production efficiencies during the second quarter of fiscal 2005 compared to the same period in fiscal 2004.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Operating Expenses



Operating expenses of $2.3 million for the second quarter of fiscal 2005
increased $0.7 million, or 42.1%, as compared to $1.6 million for the same period in fiscal 2004. Operating expenses primarily consist of selling, general and administrative expenses, miscellaneous overhead and non-production related depreciation
and amortization expenses. The $0.7 million increase for the quarter is primarily attributable to an increase in legal fees for the ongoing litigation with the EPC contractor, consulting fees, and amortization expense as a result of the $7.7 million
of financing costs capitalized in connection with the issuance of the senior secured notes on March 17, 2004.



Other Income (Expense)



Other expense of $3.0 million for the second quarter of fiscal 2005 decreased $1.4 million, or 32.0%, as compared to $4.4 million for the same period in fiscal 2004. Other expense primarily consists of interest
expense on our credit facilities and other related financing charges. For the quarter ended March 31, 2004, we incurred other interest expense consisting of $1.9 million in prepayment penalties to exit the prior financing arrangement, the write-off
of $0.8 million of capitalized financing costs, and $0.2 million of finance charges consisting of amendment fees related to the prior financing arrangement. No such other interest and finance charges were incurred for the quarter ended March 31,
2005. Interest expense totaled $3.0 million for the second quarter of fiscal 2005, an increase of $1.4 million over the second quarter of fiscal 2004. The $1.4 million quarter over quarter increase primarily represents interest expense related to
our new financing arrangement which closed on March 17, 2004.



Six Months
Ended March 31, 2005 Compared to Six Months Ended March 31, 2004



Sales



Total sales for the six months ended March 31, 2005 of
$92.2 million increased $3.6 million, or 4.1%, as compared to $88.6 million during the same period in fiscal 2004. Sales primarily consist of bulk salt sales, as well as packaged salt sales. The $3.6 million increase is primarily attributed to a
6.0% price increase offset by a 1.8% decrease in sales volume for the six months ended March 31, 2005 as compared to the same period in fiscal 2004. The increased sales price per ton was due to an average price increase in excess of 6% for contracts
awarded prior to the start of the 2004-2005 season, followed by a greater proportion of sales to customers in areas with higher sales prices yielding an increased sales price per ton, due to harsher weather conditions in those areas, as compared to
the proportion of sales to such customers during the same period of fiscal 2004.



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Gross Income



Gross income for the six months ended March 31, 2005 of $25.1 million increased by $1.1 million, or 4.8% compared to $23.9 million for the same period in
fiscal 2004. The increase in gross income was primarily attributable to higher sales prices partially offset by a 5.8% increase in cost of sales on a per ton basis. The increase in cost of sales per ton is primarily the result of a change in the mix
of tons sold directly from the mine versus tons sold from stockpiles, as discussed above in the quarter  to  quarter comparison. For the six months ended March 31, 2005, the sales mix approximated 44.0% directly from the mine versus
56.0% sold from stockpiles; as compared to our historical 50/50 average split. Cost of sales are higher for salt sold from stockpiles due to the additional freight, handling and storage fees, hence costs of sales increase if a greater proportion of
stockpile salt is sold. In the highway deicing salt industry, gross margins are typically lower on average for stockpile salt, as the increased gross sales prices obtainable for such salt often do not cover all of the increased logistics charges.



However, as evidenced by our overall increase in gross profit
on a per ton basis, we successfully managed to sell a greater proportion of stockpile salt, yet preserve and increase margins by effective price bidding strategies and careful control over logistics costs  this during a time when increased
shipping costs have plagued most other logistics intensive businesses. Combined, total cost of sales for the six months ended March 31, 2004 increased by $2.5 million, or 3.9%, as compared to the same period in fiscal 2004; while on a percentage of
sales basis, total cost of sales remained essentially flat. Components of cost of sales changed as follows:



| |  |  | Cost of sales  freight and handling for the six months ended March 31, 2005 increased by $0.8 million, or 2.0% as compared to the same period in fiscal 2004. The $0.8 million
increase is primarily the result of the greater proportion of sales from stockpiles from during the six months ended March 31, 2005 as discussed above.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cost of sales  products for the six months ended March 31, 2005 totaled $27.0 million and increased by $1.7 million, or 6.9% as compared to the same period in fiscal 2004. The
$1.7 million increase is primarily the result of decreased production efficiencies, increases in maintenance related charges, labor, and NOMI expenses in the first six months of fiscal 2005 as compared to the same period in fiscal 2004.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Operating Expenses



Operating expenses of $4.3 million for the six months ended March 31, 2005
increased $0.9 million, or 25.6%, as compared to $3.4 million for the same period in fiscal 2004. Operating expenses primarily consist of selling, general and administrative expenses, miscellaneous overhead, and non-production related depreciation
and amortization expenses. The $0.9 million increase for the six months ended March 31, 2005 is primarily attributable to an increase in legal fees for the ongoing litigation with the EPC contractor, consulting fees, and amortization expense as a
result of the $7.7 million of financing costs capitalized in connection with the issuance of the senior secured notes on March 17, 2004.



Other Income (Expense)



Other expense of $5.9 million for the first six months of fiscal 2005 decreased $0.4 million, or 8.0%, as compared to $5.5 million for the same period in
fiscal 2004. Other expense primarily consists of interest expense on our credit facilities and other related financing charges. For the six months ended March 31, 2004, we incurred other interest expense consisting of $1.9 million in prepayment
penalties to exit the prior financing arrangement, and the write-off of $0.8 million of capitalized financing costs and $0.3 million of finance charges consisting of amendment fees related to our prior financing arrangement. No such other interest
and finance charges were incurred for the first six months of fiscal 2005. Interest expense totaled $5.9 million for the first six months of fiscal 2005, an increase of $3.3 million over the first six months of fiscal 2004. The $3.3 million increase
primarily represents interest expense related to the new financing arrangement which closed on March 17, 2004.



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Liquidity and Capital Resources



Historical Cash Flow



We have used the cash generated from operations, borrowings under revolving lines of credit, and borrowings under construction and post-construction
financing facilities to meet our working capital needs and to fund capital expenditures. The Companys strong operating results facilitated the closing of permanent long term financing on March 17, 2004. This financing consisted of $100.0
million in long-term Senior Secured Notes at 9.5%, a bank term loan financing in the amount of $32.1 million which was issued but not drawn as support of a $32.1 million letter of credit, as well as a $30.0 million working capital facility. These
proceeds, along with cash on hand, were used to repay our construction debt and related fees at the time of closing, together totaling $71.3 million, to make a distribution to our members of $41.4 million, and to pay accrued NOMI liability of $3.2
million. Additional information regarding our cash flows for the six month period ended March 31, 2005 is provided below.



Operating Activities. Net cash provided by operating activities was $23.2 million for the first six months of fiscal 2005 compared to $31.1
million net cash provided during the same period in fiscal 2004. Net cash provided by operating activities decreased primarily due to receivables increasing by $13.2 million during the six months ended March 31, 2005, due to the late onset of winter
weather during the 2004-2005 season, as compared to a $4.2 million increase in receivables during the six months ended March 31, 2004. Net income for the six months ended March 31, 2005 decreased by $0.2 million as compared to the same period in
fiscal 2004. The decrease in net income for the first six months of fiscal 2005 as compared to the same period in fiscal 2004 was primarily due to an increase in earnings offset by a $3.3 million increase in interest expense on the financing
arrangement that closed on March 17, 2004. The decrease in net income was offset by slightly increased non-cash charges for depreciation, depletion and amortization. Net working capital increased by $15.1 million during the first six months of
fiscal 2005 as compared to an $11.2 million increase during the first six months of fiscal 2004.



Investing Activities. Net cash flow used in investing activities for the first six months of fiscal 2005 and 2004 was $1.2 million and $1.9
million, respectively. These cash flows primarily consisted of maintenance-related capital expenditures of $1.2 million and $1.4 million during the six months ended March 31, 2005 and 2004, respectively. In addition, the Company invested $0.5
million in the exercise of options to purchase additional salt deposit rights in the first six months of fiscal 2004, and made no such expenditures during the first six months of fiscal 2005.



Financing Activities. Net cash used in financing activities was
$13.0 million for the first six months of fiscal 2005 as compared to $26.9 million used during the same period in fiscal 2004. During the six months ended March 31, 2005, $4.4 million of cash was provided via seasonal borrowing under our revolving
line of credit and a $1.9 million increase in related party payables, offset by $17.2 million in repayments under our revolving line of credit, and the two required $0.7 million sinking fund payments and the $0.8 million excess cash flow prepayment
due under the credit facility on the un-drawn $32.1 million term loan. Sinking fund and excess cash flow payments made between October 1, 2004 and March 31, 2005 under the credit facility totaled $2.2 million and are shown on the balance sheet as
restricted cash. During the six months ended March 31, 2004, the net use of $26.9 million of cash was the result of the refinancing our construction debt, the payment of a distribution to our members and the seasonal repayment of our revolving line
of credit.



During the six months ended March 31, 2004, we used
the $100.0 million proceeds from the senior secured notes, plus available cash, to repay long-term construction debt of $64.2 million, to make a distribution of $41.4 million to our existing members, and to pay $7.3 million of transaction expenses
in connection with the new financing. The $64.2 million consisted of the retirement of the $48.8 million in senior secured construction debt and the $15.4 million in subordinated construction debt. In addition, we paid $3.2 million to our NOMI
holders during the first six months of fiscal 2004, which represented the amount accrued and payable for salt sold by the Company from our inception through December 31, 2003. NOMI expense accruals are included in our statement of cash flows as
borrowings and (repayments) of related party payables and totaled $2.1 million for the six months ended March 31, 2005. No NOMI payments were made during the six months ended March 31, 2005.



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##### Table of Contents

EBITDA



EBITDA represents net income before interest expense, depreciation, depletion, and amortization (the Company does not incur income taxes). EBITDA does not
represent and should not be considered as an alternative to net income or cash flow from operations, as determined by GAAP, and our calculations of EBITDA may not be comparable to those reported by other companies. Investors should carefully
consider the specific items included in our computation of EBITDA. EBITDA is included herein because it is a basis upon which we assess our liquidity position and performance and because certain covenants in our borrowing arrangements are tied to
similar measures. EBITDA is also included herein because we believe that it presents useful information to investors regarding a companys ability to service and/or incur indebtedness. This belief is based on negotiations with lenders who have
indicated that the amount of indebtedness we will be permitted to incur will be based, in part, on measures similar to our EBITDA. EBITDA does not take into account working capital requirements, capital expenditures, debt service requirements and
other commitments, and accordingly, EBITDA is not necessarily indicative of amounts that may be available for discretionary use.



The following table reconciles EBITDA to net income and net cash provided (used in) by operating activities, the most directly comparable GAAP financial measures, for the
periods indicated (dollars in thousands):



American Rock Salt
Company LLC

EBITDA Reconciliation to Net Income



|                                                            |  |                              |        |   |                            |   |         |      |  |   |         |   |  |   |         |  
|----------------------------------------------------------- |  | ---------------------------- | ------ | - | -------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                            |  | Three Months Ended March 31, |        |   | Six Months Ended March 31, |  
|                                                            |  | 2005                         |        |   | 2004                       |   |         | 2005 |  |   | 2004    |  
|Net Income to Members                                       |  | $                            | 12,497 |   |                            | $ | 9,010   |      |  | $ | 14,894  |   |  | $ | 15,057  |  
|Interest Expense                                            |  |                              | 2,987  |   |                            |   | 1,564   |      |  |   | 5,910   |   |  |   | 2,586   |  
|Other Interest                                              |  |                              |       |   |                            |   | 2,679   |      |  |   |        |   |  |   | 2,679   |  
|Depletion, Depreciation and Amortization                    |  |                              | 1,769  |   |                            |   | 1,573   |      |  |   | 3,561   |   |  |   | 3,156   |  
|                                                            |  |                              |        |   |                            |   |         |      |  |   |         |   |  |   |         |  
|EBITDA                                                      |  | $                            | 17,253 |   |                            | $ | 14,826  |      |  | $ | 24,365  |   |  | $ | 23,478  |  
|                                                            |  |                              |        |   |                            |   |         |      |  |   |         |   |  |   |         |  
|Add/Subtract                                                |  |                              |        |   |                            |   |         |      |  |   |         |   |  |   |         |  
|Interest Expense                                            |  |                              | (2,987 | ) |                            |   | (1,564  | )    |  |   | (5,910  | ) |  |   | (2,586  | )
|Other Interest                                              |  |                              |       |   |                            |   | (2,679  | )    |  |   |        |   |  |   | (2,679  | )
|Changes in working capital and other assets and liabilities |  |                              | 12,435 |   |                            |   | 20,055  |      |  |   | 4,791   |   |  |   | 12,911  |  
|                                                            |  |                              |        |   |                            |   |         |      |  |   |         |   |  |   |         |  
|Net cash provided by operating activities                   |  | $                            | 26,701 |   |                            | $ | 30,638  |      |  | $ | 23,246  |   |  | $ | 31,124  |  
|                                                            |  |                              |        |   |                            |   |         |      |  |   |         |   |  |   |         |  
|Net cash used in investing activities                       |  | $                            | (148   | ) |                            | $ | (516    | )    |  | $ | (1,151  | ) |  | $ | (1,868  | )
|                                                            |  |                              |        |   |                            |   |         |      |  |   |         |   |  |   |         |  
|Net cash provided by (used in) financing activities         |  | $                            | 4,010  |   |                            | $ | (28,453 | )    |  | $ | (12,990 | ) |  | $ | (26,878 | )
|                                                            |  |                              |        |   |                            |   |         |      |  |   |         |   |  |   |         |  



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##### Table of Contents

Contractual Cash Obligations



There have been no material changes outside the ordinary course of the Companys business to the Companys contractual cash
obligations as reported in its Annual Report on Form 10-K Equivalent for the fiscal year ended September 30, 2004.



Recent Accounting Pronouncements



In November 2004, the FASB issued SFAS No. 151, Inventory Costs  an amendment of ARB No. 43, Chapter 4 to clarify the accounting for idle facility expense, freight,
handling costs, and wasted material (spoilage). This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of so abnormal as defined in ARB No. 43. In addition, this
Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS No. 151 is effective for the Company beginning January 1, 2006. The Company is currently
evaluating the impact of FASB No. 151 on its financial statements.



The
Securities and Exchange Commission (SEC) recently issued guidance on the ways in which its full-cost rules interact with the accounting requirements that the FASB established for asset retirement obligations (ARO)  specifically, how FASB
Statement No. 143, Accounting for Asset Retirement Obligations (FAS 143), interacts with the full-cost requirements in Rule 4-10 of Regulation S-X (Rule 4-10). The SECs new guidance appears in Staff Accounting Bulletin No. 106 (SAB 106)
issued in October 2004. The Company adopted SAB 106 on January 1, 2005. The adoption did not have an impact on the Companys financial statements.



In March 2005, the FASB issued Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations - an interpretation of FASB Statement No.
143, (FIN 47) which clarifies the term conditional asset retirement obligation used in SFAS No. 143, Accounting for Asset Retirement Obligations, and specifically when an entity would have sufficient information to
reasonably estimate the fair value of an asset retirement obligation. American Rock Salt Company LLC is required to adopt FIN 47 no later than September 30, 2005. The Company does not expect the adoption of FIN 47 to have a material impact on its
financial statements.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



The Companys business is subject to a variety of market risks, including but not limited to, interest rate risks and commodity pricing risks.
Although the Companys senior secured notes bear interest at a fixed rate of 9.5% per annum, borrowings under its bank facility are subject to variable interest rates keyed to LIBOR. As of March 31, 2005, the variable rate was 5.75%. As of
March 31, 2005, we had $100.0 million of debt outstanding under our senior secured notes, and $0.0 million outstanding under our bank facility. Our bank facility, in the aggregate principal amount of $62.1 million, consists of (a) a $32.1 million
term loan facility, and (b) a $30.0 million working capital facility. The term loan facility is currently used to support the ongoing litigation with the EPC Contractor. See Note 6 to our unaudited financial statements appearing elsewhere in this
Form 10-Q Equivalent. More specifically, the lenders facilitated the issuance, at closing, of a $32.1 million letter of credit, which supports a $32.1 million bond to remove the EPC Contractors lien on the mine property. Upon conclusion of the
litigation, the letter of credit facility will convert to a term loan. As of March 31, 2005, no monies were drawn against the $32.1 million letter of credit. The working capital facility permits us to borrow up to $30.0 million in revolving loans
with a sub-limit available for the issuance of letters of credit. As of March 31, 2005, there was $0.0 million drawn and $3.5 million of standby letters of credit outstanding under the working capital facility.



Our earnings and cash flows are affected by changes in interest rates
applicable to our bank facility. Assuming our current debt structure, plus a fully drawn $32.1 million term loan facility had been in place since October 1, 2004, and an average level of borrowings from our revolving credit facility at variable
rates, and assuming a one hundred basis point increase in the average interest rate under these borrowings, it is estimated that our interest expense for the quarter ended March 31, 2005 would increase by approximately $0.2 million.



Item 4. Controls and Procedures



The Companys management, with the participation of its Principal Executive Officers and Principal Financial Officer, evaluated the effectiveness of the design and operation of the Companys disclosure controls and procedures (as
defined in Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based on that evaluation, the Companys Principal Executive and Principal Financial Officers concluded that the Companys
disclosure controls and procedures as of March 31, 2005 (the end of the period covered by this report) have been designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in
reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms.



There were no changes to the Companys internal control over financial
reporting that occurred during the fiscal quarter ended March 31, 2005 that materially affected or are reasonably likely to materially affect the Companys internal control over financial reporting.



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##### Table of Contents

Part II. Other Information



Item 1. Legal Proceedings



No
material developments occurred during the quarter ended March 31, 2005 with respect to our ongoing litigation with the EPC contractor as previously reported in our Annual Report on Form 10-K Equivalent for the fiscal year ended September 30, 2004
and our Quarterly Report on Form 10-Q Equivalent for the fiscal quarter ended December 31, 2004.



In addition to the EPC Contractor litigation, the Company is involved in various routine legal proceedings from time to time. These typically involve
commercial claims, personal injury claims, and workers compensation claims. While the Company cannot predict the outcome of such proceedings, it does not believe that these proceedings will have a material adverse effect on its business.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



Nothing to report.



Item 3. Defaults upon Senior Securities



Nothing to report.



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



Nothing to report.



Item 5. Other Information



Nothing to report.



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##### Table of Contents

Item 6. Exhibits



The following exhibits are
filed as part of this report on Form 10-Q Equivalent:



|            |  |                                                                                                                                           
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                    
|31.1        |  | Certificate of the Co-Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)
|            | 
|31.2        |  | Certificate of the Co-Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)
|            | 
|31.3        |  | Certificate of the Co-Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)
|            | 
|31.4        |  | Certificate of the Chief Financial Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)   



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##### Table of Contents

SIGNATURES



The registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.



May 11, 2005



AMERICAN ROCK SALT COMPANY LLCBy:

/s/ Raymond R. MartelRaymond R. Martel,Chief Financial Officer(Principal Financial Officer)




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##### Table of Contents

EXHIBIT INDEX



|            |  |                                                                                                                                           
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                    
|            | 
|31.1        |  | Certificate of the Co-Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)
|            | 
|31.2        |  | Certificate of the Co-Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)
|            | 
|31.3        |  | Certificate of the Co-Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)
|            | 
|31.4        |  | Certificate of the Chief Financial Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith)   



20