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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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Form 10-Q/A



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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 December 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          |  | (IRS Employer         
|Incorporation or Organization)           |  | 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 ̈N/A  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer
and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ̈Accelerated Filer ̈Non-Accelerated
Filer  x

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



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EXPLANATORY NOTES

American Rock Salt Company LLC (the Company) is not required to file reports under the Securities Exchange Act of 1934, as amended. This Form 10-Q/A is only being filed for informational purposes pursuant to the indenture
governing the Companys 91/2% Senior Secured Notes due 2014.

As a result of recent correspondence with the staff of the Securities and Exchange Commission (the SEC), the Company, with the concurrence of the
Companys Board of Managers, concluded in September 2006 to change its method of amortizing its mine development costs from the straight line method to the units-of-production method. This filing reflects, among other things, the retrospective
application of the new method to all periods presented.

This Amendment No. 1 to the Companys Quarterly Report on Form 10-Q (this Form
10-Q/A) for the fiscal quarter ended December 31, 2005, initially filed with the SEC on February 14, 2006 (the Original Filing), is being filed to reflect the retrospective application of the Companys new method of
amortizing its mine development costs. This change affects the Companys Balance Sheets at December 31, 2005 and September 30, 2005 and its Statements of Operations, Statements of Changes in Members Equity (Deficit) and
Statements of Cash Flows for each of the fiscal quarters ended December 31, 2005 and December 31, 2004. The Company has elected to change its mine development cost amortization to the units-of-production method, instead of a 20-year
amortization life as the Company had previously used. The Company has adopted Statement of Financial Accounting Standards No. 154 (FAS 154), effective as of October 1, 2005, and in accordance therewith, retrospectively applied
the change in amortization approach as a change in accounting principle to the unaudited financial statements included in this Form 10-Q/A. For a more detailed description of the change in accounting principle, see Note 2, Basis of
Presentation and Accounting Change to the accompanying unaudited financial statements. In addition, the Company has added language to the unaudited financial statements and Item 1 of

Part II of this Form 10-Q/A to further describe the Companys litigation settlement.

For the convenience of the reader, this Form 10-Q/A sets forth the Original Filing in its entirety, as amended by this Form 10-Q/A. However, this Form 10-Q/A amends only Items 1 and 2 of Part I of the Original Filing,
in each case to reflect, and solely as a result of, the revisions referred to above, and, except as noted above, no other information in the Original Filing is amended hereby. The foregoing items have not been updated to reflect other events
occurring after the Original Filing or to modify or update those disclosures affected by subsequent events. In addition, Item 6 of Part II of this Form 10-Q/A has been amended to include the currently-dated certifications from the
Companys Co-Chief Executive Officers and its Chief Financial Officer.The updated certifications are attached to this Form 10-Q/A as Exhibits 31.1, 31.2, 31.3 and 31.4, respectively. The letter from the Companys independent
registered public accounting firm regarding the change in accounting principle is included in the Companys Form 10-Q for the period ended June 30, 2006, and is incorporated by reference herein.



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American Rock Salt Company LLC

INDEX



|           |  |                                                                                       |  |           
|---------- |  | ------------------------------------------------------------------------------------- |  | ----------
|           |  |                                                                                       |  | PageNumber
|Part 1.    |  | Financial Information                                                                 |  |           
|           |  |                                                                                      
|Item 1.    |  | Financial Statements - Unaudited                                                      |  |           
|           |  |                                                                                      
|           |  | Balance SheetsDecember 31, 2005 and September 30, 2005                                |  | 2         
|           |  |                                                                                      
|           |  | Statements of OperationsThree Months Ended December 31, 2005 and 2004                 |  | 3         
|           |  |                                                                                      
|           |  | Statement of Changes in Members DeficitThree Months Ended December 31, 2005 and 2004 |  | 3         
|           |  |                                                                                      
|           |  | Statements of Cash FlowsThree Months Ended December 31, 2005 and 2004                 |  | 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                                                                     |  |           
|           |  |                                                                                      
|Item 1A.   |  | Risk Factors                                                                          |  | 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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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

American Rock Salt Company LLC

Balance Sheets

(Dollars in Thousands)

(Unaudited)



|                                                                                                                                         |  |                          |         |   |                   |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ----------------- | - | ------- | -
|                                                                                                                                         |  | December 31,2005         |         |   | September 30,2005 |  
|                                                                                                                                         |  | As Adjusted (See Note 2) |        
|Assets                                                                                                                                   |  |                          |         |   |                   |   |         |  
|Current assets                                                                                                                           |  |                          |         |   |                   |   |         |  
|Cash and equivalents                                                                                                                     |  | $                        | 5,340   |   |                   | $ | 2,234   |  
|Accounts receivable, net of reserve for doubtful accounts of approximately $64 at September 30, 2005 and December 31, 2005,
respectively |  |                          | 28,710  |   |                   |   | 7,193   |  
|Inventory                                                                                                                                |  |                          | 26,186  |   |                   |   | 32,040  |  
|Prepaid expenses                                                                                                                         |  |                          | 518     |   |                   |   | 687     |  
|                                                                                                                                         |  |                          |         |   |                   |   |         |  
|Total current assets                                                                                                                     |  |                          | 60,754  |   |                   |   | 42,154  |  
|Property and equipment, net                                                                                                              |  |                          | 85,612  |   |                   |   | 84,263  |  
|Other assets                                                                                                                             |  |                          |         |   |                   |   |         |  
|Salt deposits and mineral rights, net                                                                                                    |  |                          | 2,590   |   |                   |   | 2,603   |  
|Mine acquisition costs, net                                                                                                              |  |                          | 386     |   |                   |   | 388     |  
|Financing costs, net of accumulated amortization                                                                                         |  |                          | 6,354   |   |                   |   | 6,547   |  
|                                                                                                                                         |  |                          |         |   |                   |   |         |  
|Total other assets                                                                                                                       |  |                          | 9,330   |   |                   |   | 9,538   |  
|                                                                                                                                         |  |                          |         |   |                   |   |         |  
|                                                                                                                                         |  | $                        | 155,696 |   |                   | $ | 135,955 |  
|                                                                                                                                         |  |                          |         |   |                   |   |         |  
|Liabilities and Members Equity                                                                                                          |  |                          |         |   |                   |   |         |  
|Current liabilities                                                                                                                      |  |                          |         |   |                   |   |         |  
|Revolving line of credit                                                                                                                 |  | $                        | 15,700  |   |                   | $ | 13,700  |  
|Current portion of long-term debt                                                                                                        |  |                          | 2,850   |   |                   |   | 2,849   |  
|Accounts payable                                                                                                                         |  |                          | 9,361   |   |                   |   | 3,655   |  
|Accrued expenses                                                                                                                         |  |                          | 3,565   |   |                   |   | 3,225   |  
|Accrued Bond Interest                                                                                                                    |  |                          | 2,771   |   |                   |   | 396     |  
|Related party payables                                                                                                                   |  |                          | 1,015   |   |                   |   | 361     |  
|                                                                                                                                         |  |                          |         |   |                   |   |         |  
|Total current liabilities                                                                                                                |  |                          | 35,262  |   |                   |   | 24,186  |  
|Long-term debt, net of current portion                                                                                                   |  |                          | 123,869 |   |                   |   | 124,567 |  
|                                                                                                                                         |  |                          |         |   |                   |   |         |  
|Total liabilities                                                                                                                        |  |                          | 159,131 |   |                   |   | 148,753 |  
|                                                                                                                                         |  |                          |         |   |                   |   |         |  
|                                                                                                                                         |  |                         
|Members deficit                                                                                                                         |  |                          |         |   |                   |   |         |  
|Class A Units 6,250 units issued and outstanding at December 31, 2005 and September 30, 2005                                             |  |                          | (1,130  | ) |                   |   | (4,210  | )
|Class F Units 12,750 units issued and outstanding at December 31, 2005 and September 30, 2005                                            |  |                          | (2,305  | ) |                   |   | (8,588  | )
|                                                                                                                                         |  |                          |         |   |                   |   |         |  
|                                                                                                                                         |  |                          | (3,435  | ) |                   |   | (12,798 | )
|                                                                                                                                         |  |                          |         |   |                   |   |         |  
|                                                                                                                                         |  | $                        | 155,696 |   |                   | $ | 135,955 |  
|                                                                                                                                         |  |                          |         |   |                   |   |         |  

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



2



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American Rock Salt Company LLC

Statement of Operations

(Dollars in Thousands)

(Unaudited)



|                         |  |                            |        |   |                  |   |        |  
|------------------------ |  | -------------------------- | ------ | - | ---------------- | - | ------ | -
|                         |  | For the three months ended |       
|                         |  | December 31,2005           |        |   | December 31,2004 |  
|                         |  | As Adjusted (See Note 2)   |       
|Sales                    |  |                            |        |   |                  |   |        |  
|Bulk                     |  | $                          | 44,041 |   |                  | $ | 26,438 |  
|Packaged                 |  |                            | 1,551  |   |                  |   | 1,169  |  
|                         |  |                            |        |   |                  |   |        |  
|Total sales              |  |                            | 45,592 |   |                  |   | 27,607 |  
|                         |  |                            |        |   |                  |   |        |  
|Cost of sales            |  |                            |        |   |                  |   |        |  
|Freight and handling     |  |                            | 21,298 |   |                  |   | 11,597 |  
|Products                 |  |                            | 9,913  |   |                  |   | 8,260  |  
|                         |  |                            |        |   |                  |   |        |  
|                         |  |                            | 31,211 |   |                  |   | 19,857 |  
|                         |  |                            |        |   |                  |   |        |  
|Gross income             |  |                            | 14,381 |   |                  |   | 7,750  |  
|Operating expenses       |  |                            | 1,873  |   |                  |   | 1,949  |  
|                         |  |                            |        |   |                  |   |        |  
|Income from operations   |  |                            | 12,508 |   |                  |   | 5,801  |  
|                         |  |                            |        |   |                  |   |        |  
|Other income (expense)   |  |                            |        |   |                  |   |        |  
|Interest expense         |  |                            | (3,151 | ) |                  |   | (2,924 | )
|Interest income          |  |                            |       |   |                  |   |       |  
|Other financing charges  |  |                            | (11    | ) |                  |   | (7     | )
|Other, net               |  |                            | 17     |   |                  |   | 3      |  
|                         |  |                            |        |   |                  |   |        |  
|Total other expense, net |  |                            | (3,145 | ) |                  |   | (2,928 | )
|                         |  |                            |        |   |                  |   |        |  
|Net income               |  | $                          | 9,363  |   |                  | $ | 2,873  |  
|                         |  |                            |        |   |                  |   |        |  

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

American Rock Salt Company LLC

Statement of Changes in Members Deficit

For the Three Months Ended December 31, 2005

(Dollars in Thousands)

(Unaudited)



|                                      |  |                          |        |   |              |   |        |       |  |   |         |  
|------------------------------------- |  | ------------------------ | ------ | - | ------------ | - | ------ | ----- |  | - | ------- | -
|                                      |  | Class AUnits             |        |   | Class FUnits |   |        | Total | 
|                                      |  | As Adjusted (See Note 2) |       
|Members deficit - September 30, 2005 |  | $                        | (4,210 | ) |              | $ | (8,588 | )     |  | $ | (12,798 | )
|Net income                            |  |                          | 3,080  |   |              |   | 6,283  |       |  |   | 9,363   |  
|                                      |  |                          |        |   |              |   |        |       |  |   |         |  
|Members deficit - December 31, 2005  |  | $                        | (1,130 | ) |              | $ | (2,305 | )     |  | $ | (3,435  | )
|                                      |  |                          |        |   |              |   |        |       |  |   |         |  

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



3



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American Rock Salt Company LLC

Statements of Cash Flows

(Dollars in Thousands)

(Unaudited)



|                                                                                 |  |                            |         |   |                  |   |         |  
|-------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                 |  | For the three months ended |        
|                                                                                 |  | December 31,2005           |         |   | December 31,2004 |  
|                                                                                 |  | As Adjusted (See Note 2)   |        
|Cash flows from operating activities                                             |  |                            |         |   |                  |   |         |  
|Net income                                                                       |  | $                          | 9,363   |   |                  | $ | 2,873   |  
|Adjustments to reconcile net income to net cash provided by operating activities |  |                            |         |   |                  |   |         |  
|Depreciation                                                                     |  |                            | 1,200   |   |                  |   | 1,074   |  
|Depletion                                                                        |  |                            | 13      |   |                  |   | 13      |  
|Amortization of mine acquisition and financing costs                             |  |                            | 195     |   |                  |   | 194     |  
|Changes in                                                                       |  |                            |         |   |                  |   |         |  
|Accounts receivable                                                              |  |                            | (21,517 | ) |                  |   | (11,497 | )
|Inventory                                                                        |  |                            | 5,854   |   |                  |   | 384     |  
|Prepaid expenses and other assets                                                |  |                            | 169     |   |                  |   | 140     |  
|Accounts payable                                                                 |  |                            | 5,706   |   |                  |   | (10     | )
|Accrued expenses                                                                 |  |                            | 340     |   |                  |   | 1,000   |  
|Accrued bond interest                                                            |  |                            | 2,375   |   |                  |   | 2,375   |  
|Borrowings of related party payables                                             |  |                            | 654     |   |                  |   | 260     |  
|                                                                                 |  |                            |         |   |                  |   |         |  
|Net cash (used in) provided by operating activities                              |  |                            | 4,352   |   |                  |   | (3,194  | )
|                                                                                 |  |                            |         |   |                  |   |         |  
|Cash flows from investing activities                                             |  |                            |         |   |                  |   |         |  
|Purchase of property and equipment                                               |  |                            | (2,549  | ) |                  |   | (1,004  | )
|Purchase of salt deposits and mineral rights                                     |  |                            |        |   |                  |   |        |  
|                                                                                 |  |                            |         |   |                  |   |         |  
|Net cash used in investing activities                                            |  |                            | (2,549  | ) |                  |   | (1,004  | )
|                                                                                 |  |                            |         |   |                  |   |         |  
|Cash flows from financing activities                                             |  |                            |         |   |                  |   |         |  
|Repayments on long-term debt                                                     |  |                            | (697    | ) |                  |   | (6      | )
|Borrowings on revolving line of credit                                           |  |                            | 2,000   |   |                  |   | 4,420   |  
|Increase in Restricted Cash                                                      |  |                            |        |   |                  |   | (664    | )
|                                                                                 |  |                            |         |   |                  |   |         |  
|Net cash provided by financing activities                                        |  |                            | 1,303   |   |                  |   | 3,750   |  
|                                                                                 |  |                            |         |   |                  |   |         |  
|Net (decrease) increase in cash and equivalents                                  |  |                            | 3,106   |   |                  |   | (448    | )
|Cash and equivalents - beginning of period                                       |  |                            | 2,234   |   |                  |   | 3,102   |  
|                                                                                 |  |                            |         |   |                  |   |         |  
|Cash and equivalents - end of period                                             |  | $                          | 5,340   |   |                  | $ | 2,654   |  
|                                                                                 |  |                            |         |   |                  |   |         |  
|                                                                                 |  |                           
|Supplemental Disclosure of Cash Flow Activities                                  |  |                            |         |   |                  |   |         |  
|                                                                                 |  | For the three months ended |        
|                                                                                 |  | December 31,2005           |         |   | December 31,2004 |  
|Cash paid for interest                                                           |  | $                          | 777     |   |                  | $ | 524     |  
|                                                                                 |  |                            |         |   |                  |   |         |  

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



4



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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 and Accounting Change

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, 2005 included in the Companys Form 10-K/A . 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-month period ended December 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, 2005
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.

The Company concluded in September 2006 to change its method of amortization of its mine development costs from the straight line method to the units-of-production method. In accordance with Statement of Financial Accounting Standards
(SFAS) No. 154, Accounting Changes and Error Corrections, the Company retrospectively adjusted its financial statements for all periods to reflect such change.

Mine development costs, primarily underground assets used in the production of salt, had a gross total of $69.8 million as of December 31, 2005 and are included on the Companys balance sheet in property and
equipment, net. Under the prior accounting method, these assets had been amortized over a 20 year life on a straight line basis. Under the units-of-production method, the assets are amortized based on the tons of salt extracted compared to the total
tons of proven salt reserves. The new accounting method is preferable because it better reflects the usage patterns of these assets, links their estimated useful lives to the life of the Companys proven salt reserves, and is the industry
predominant accounting practice for similar assets.

The Company believes it had approximately 8,120 acres of proven salt reserves with
approximately 176,000,000 tons of proven salt reserves prior to mining activity. The financial impact of this accounting change is a reduction of annual amortization expense as the mine development assets are effectively amortized over a longer
useful life. Under SFAS 154, the financial statement impact is applied retrospectively to all periods presented. The following table presents the Companys net income and certain balance sheet data as previously reported using the 20-year
amortization life and as adjusted using the units-of-production method.



5



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|                                               |  |                    |        |   |                   |   |        |  
|---------------------------------------------- |  | ------------------ | ------ | - | ----------------- | - | ------ | -
|                                               |  | Three months ended |       
|                                               |  | December 31,2005   |        |   | December 31,2004  |  
|Net income, as previously reported             |  | $                  | 8,548  |   |                   | $ | 2,398  |  
|Reduced amortization impact                    |  | $                  | 815    |   |                   | $ | 475    |  
|                                               |  |                    |        |   |                   |   |        |  
|Net income, as adjusted                        |  | $                  | 9,363  |   |                   | $ | 2,873  |  
|                                               |  |                    |        |   |                   |   |        |  
|                                               |  |                   
|                                               |  | December 31,2005   |        |   | September 30,2005 |  
|Inventory, as previously reported              |  | $                  | 26,893 |   |                   | $ | 33,053 |  
|Reduced amortization impact                    |  |                    | (707   | ) |                   |   | (1,013 | )
|                                               |  |                    |        |   |                   |   |        |  
|Inventory, as adjusted                         |  | $                  | 26,186 |   |                   | $ | 32,040 |  
|                                               |  |                    |        |   |                   |   |        |  
|Property and equipment, as previously reported |  | $                  | 76,296 |   |                   | $ | 75,457 |  
|Reduced amortization impact                    |  |                    | 9,316  |   |                   |   | 8,806  |  
|                                               |  |                    |        |   |                   |   |        |  
|Property and equipment, as adjusted            |  | $                  | 85,612 |   |                   | $ | 84,263 |  
|                                               |  |                    |        |   |                   |   |        |  



6



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3. Long-Term Debt

Long-term debt consisted of the following at:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                  |         |   |                   |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | December 31,2005 |         |   | September 30,2005 |  
|Senior Secured Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                  |         |   |                   |   |         |  
|Senior Secured Notes at December 31, 2005 of $100,000,000, currently requiring semi annual 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 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 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                 
|Senior Term Loan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                  |         |   |                   |   |         |  
|Senior Term Loan at December 31, 2005, currently requiring quarterly principal and interest payments through the final maturity date of
March 16, 2012 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 0.5% or the prime rate plus the applicable margin for base rate loans),
at the Companys option. The interest rate is 7.25% as of December 31, 2005                                                                                                                                                                |  |                  | 26,575  |   |                   |   | 27,266  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                 
|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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                  | 144     |   |                   |   | 150     |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                  |         |   |                   |   |         |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                  | 126,719 |   |                   |   | 127,416 |  
|Less: Current maturities of long-term debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                  | (2,850  | ) |                   |   | (2,849  | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                  |         |   |                   |   |         |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | $                | 123,869 |   |                   | $ | 124,567 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                  |         |   |                   |   |         |  

The Companys bank facility in the aggregate principal amount of $56.6 million, consists of:
(a) a $26.6 million term loan facility, and (b) a $30.0 million working capital facility. Both the term loan and the working capital facility 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. As of December 31, 2005, the Company had outstanding borrowings of $15.7 million under its working capital line of credit with
approximately $11.3 million of remaining availability thereunder.

The term loan facility was drawn at the conclusion of litigation with the
mine contractor and other parties (see Note 6) and at December 31, 2005 a balance of $26.6 million was outstanding bearing interest at a rate of 7.25%.

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 December 31, 2005, the Company had $15.7 million drawn and $2.0 million of standby letters of credit outstanding under the working capital facility, with approximately $11.3 million of
remaining availability thereunder. The aggregate outstanding amount of revolving loans and letters of credit under the financing arrangement cannot exceed $30.0 million and when outstanding bears an interest rate of 7.25%.



7



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4. Inventory

Inventory consists of the following at December 31, 2005



|                     |                          |                   |        |   |                    |   |        |  
|-------------------- | ------------------------ | ----------------- | ------ | - | ------------------ | - | ------ | -
|                     |                          | December 31, 2005 |        |   | September 30, 2005 |  
|                     | As Adjusted (See Note 2) |                  
|Supplies             |                          | $                 | 1,138  |   |                    | $ | 1,056  |  
|Finished Goods, Salt |                          |                   | 25,085 |   |                    |   | 31,021 |  
|                     |                          |                   |        |   |                    |   |        |  
|                     |                          |                   | 26,223 |   |                    |   | 32,077 |  
|Less:                |                          |                   |        |   |                    |   |        |  
|Reserve              |                          |                   | (37    | ) |                    |   | (37    | )
|                     |                          |                   |        |   |                    |   |        |  
|                     |                          | $                 | 26,186 |   |                    | $ | 32,040 |  
|                     |                          |                   |        |   |                    |   |        |  

5. Related Party Transactions

Legal Services

Certain legal costs were incurred from an organization affiliated with several of our
members of approximately $0.1 million and $0.2 million during the three months ended December 31, 2005 and 2004, respectively. All such fees were included in operating expenses.

Goods and Services

Management and
service fees were incurred from certain members or their affiliates of approximately $0.1 million and $0.1 million during the three months ended December 31, 2005 and 2004, respectively. These amounts are included in operating expenses.

Additionally, expenses were incurred to certain members for goods and services of approximately $0.5 million and $0.3 million during the
three months ended December 31, 2005 and 2004, respectively. For the three months ended December 31, 2005, approximately $0.4 million of the total $0.5 million is included in cost of salesproducts with the remaining balance in
operating expenses. For the three months ended December 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.

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 $0.9 million and $0.6 million during the three months ended December 31, 2005 and 2004, respectively. These amounts are accrued in related party payables and included in cost of sales -
products.



8



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6. Commitments and Contingencies

Engineering and Procurement Contract/Litigation

The Company has been involved in litigation with
Frontier-Kemper Constructors, Inc., Flatiron Constructors, Inc. (formerly known as Flatiron Constructors, LLC, and also known as Flatiron Structures LLC), Jointly and Severally with Frontier-Kemper Constructors, Inc. and d/b/a
Frontier-Kemper/Flatiron Joint Venture (together, the EPC Contractor or FKF), whom the Company engaged to design and construct its mine facility, as well as the EPC Contractors bonding companies, Travelers Casualty
and Surety Company of America and Liberty Mutual Insurance Company (the Bonding Companies), and Willis Corroon Corporation of Missouri, Willis Limited, Willis Faber and Dumas (collectively Willis) and Lloyds
U/W at London, Sponsoring Syndicates (Lloyds), the insurance brokers and underwriters, respectively, of certain liquidated damages insurance purchased to insure the timely completion of the mine facility. On June 30, 2005, the
Company, the EPC Contractor and the Bonding Companies reached a settlement agreement with respect to the litigation, pursuant to which the parties agreed to dismiss all claims and counterclaims, subject to limited exceptions, with no findings or
admissions of liability by any party. All of the settled claims were dismissed with prejudice. Other terms of the settlement are confidential by agreement of the parties. The settlement did not include the settling parties claims against
Willis and Lloyds, which claims remained pending. On October 18, 2005, the Court in which the remaining litigation against Willis and Lloyds is pending granted summary judgment to the Company on its claims against Willis for breach
of its obligations to the Company as insurance brokers in connection with the above-mentioned liquidated damages insurance.

Update

In July 2005, the Company paid a total of $10 million to the EPC Contractor, including $4.2 million of mine construction retention
previously withheld and owed to the EPC Contractor and the last invoice dated December 2001 totaling $1.0 million, both of which had been previously recorded as accrued liabilities on the Companys balance sheet. The remaining $4.8 million of
the settlement payment was for additional mine construction expenditures and was also recorded on June 30, 2005 as capitalized mine development costs. The Company agreed to share with the EPC Contractor one-half of any payment received by the
Company in connection with its claims against Willis Corroon Corporation of Missouri, Willis Limited, Willis Faber and Dumas and Lloyds U/W at London, Sponsoring Syndicates, third party defendants in the action (the Willis
parties). Other terms of the settlement are confidential by agreement of the parties. The settlement also freed the Company from any further obligation under a $32.1 million bond the Company posted as security to discharge a mechanics
lien the EPC Contractor had filed against the Hampton Corners Salt Mine arising out of the dispute between the parties. The claims against the Willis parties were settled on February 27, 2006 for $4,175,000.00, one-half of which was retained by
the Company and one-half of which was paid over to the EPC Contractor, both net of litigation expenses, pursuant to the terms of the original settlement.



9



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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/A and other statements made in this Form 10-Q/A 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. The factors that could impact the Company include, without limitation:



| |  | 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 per year of rock salt, 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.

For the quarter ended December 31, 2005, we generated revenues of $45.6 million, and net income of $9.4 million. 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.



10



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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, Mineral
Rights and Mine Development Costs

Salt deposits and mineral rights are underground reserves with respect to which the Company has extraction rights.
Mine Development Costs are primarily underground assets used in the production of salt with amortization lives linked to the quantity of available production reserves. Depletion of salt deposits and mineral rights and amortization of mine
development costs occur 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. As such, the carrying values,
depletion and amortization expense charges for these assets are dependent upon estimates of proven 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 Statement of Financial Accounting Standards (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 months ended December 31,
2005 and 2004 which have been adjusted as discussed in footnote 2 to the accompanying unaudited financial statements. 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.



11



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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/A .

American Rock Salt Company LLC

Statement of Operations

(Dollars in
Thousands)

(Unaudited)



|                         |  |                            |        |   |                  |   |        |  
|------------------------ |  | -------------------------- | ------ | - | ---------------- | - | ------ | -
|                         |  | For the three months ended |       
|                         |  | December 31,2005           |        |   | December 31,2004 |  
|                         |  | As Adjusted (See Note 2)   |       
|Sales                    |  |                            |        |   |                  |   |        |  
|Bulk                     |  | $                          | 44,041 |   |                  | $ | 26,438 |  
|Packaged                 |  |                            | 1,551  |   |                  |   | 1,169  |  
|                         |  |                            |        |   |                  |   |        |  
|Total sales              |  |                            | 45,592 |   |                  |   | 27,607 |  
|                         |  |                            |        |   |                  |   |        |  
|Cost of sales            |  |                            |        |   |                  |   |        |  
|Freight and handling     |  |                            | 21,298 |   |                  |   | 11,597 |  
|Products                 |  |                            | 9,913  |   |                  |   | 8,260  |  
|                         |  |                            |        |   |                  |   |        |  
|                         |  |                            | 31,211 |   |                  |   | 19,857 |  
|                         |  |                            |        |   |                  |   |        |  
|Gross income             |  |                            | 14,381 |   |                  |   | 7,750  |  
|Operating expenses       |  |                            | 1,873  |   |                  |   | 1,949  |  
|                         |  |                            |        |   |                  |   |        |  
|Income from operations   |  |                            | 12,508 |   |                  |   | 5,801  |  
|                         |  |                            |        |   |                  |   |        |  
|Other income (expense)   |  |                            |        |   |                  |   |        |  
|Interest expense         |  |                            | (3,151 | ) |                  |   | (2,924 | )
|Interest income          |  |                            |       |   |                  |   |       |  
|Other financing charges  |  |                            | (11    | ) |                  |   | (7     | )
|Other, net               |  |                            | 17     |   |                  |   | 3      |  
|                         |  |                            |        |   |                  |   |        |  
|Total other expense, net |  |                            | (3,145 | ) |                  |   | (2,928 | )
|                         |  |                            |        |   |                  |   |        |  
|Net income               |  | $                          | 9,363  |   |                  | $ | 2,873  |  
|                         |  |                            |        |   |                  |   |        |  



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

Seasonality

We experience 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 quarters of each calendar year, resulting in large increases in the accounts receivable and accrued expenses lines on the balance sheet as of
December 31, 2005 compared to September 30, 2005. 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.



12



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

Sales

Total sales for the quarter ended December 31, 2005 of
$45.6 million increased $18.0 million, or 65.2%, compared to $27.6 million during the same period in fiscal 2005. Sales primarily consist of bulk salt sales, as well as packaged salt sales. The $18.0 million increase is primarily attributed to a 47%
increase in sales volume in the first quarter of fiscal 2006 as compared to the first quarter of fiscal 2005. This increase in sales volume is attributed to higher demand related to the early onset of winter weather during the quarter ended
December 31, 2005. The Companys average sales price per ton also increased 12% in the first quarter of fiscal 2006 compared to the first quarter of fiscal 2005.

Gross Income

Gross income for the first quarter of fiscal 2006 of $14.4 million increased by $6.6 million, or 85.6%,
compared to $7.8 million for the same period in fiscal 2005. The increase in gross income was primarily attributable to the 47% increase in tonnage sold due to the early onset of winter weather during the quarter ended December 31, 2005 coupled
with the 12.4% increase in average sale price per ton. Combined, total cost of sales for the first quarter of fiscal 2006 increased by $11.4 million, or 57.2%, as compared to the same period in fiscal 2005; while on a percentage of sales basis,
total cost of sales declined by 4.8%, due primarily to increased sales volume. The Companys average cost per ton increased 5.2% during the first quarter of fiscal 2006 as compared to the first quarter of fiscal 2005, yet gross profit per ton
increased by 32.4%. The increased gross profit per ton reflects the Companys continued ability to manage rising freight costs by effectively anticipating such increases and passing them off to customers via increased gross sale prices.

Components of cost of sales changed as follows:



| |  |  | Cost of sales - freight and handling for the first quarter of fiscal 2006 increased by $9.7 million or 83.7% as compared to the same period in fiscal 2005. The $9.7 million
increase is a result of the significant increase in sales volume as compared to the same period in fiscal 2005 and higher freight costs corresponding to increased shipping costs.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cost of sales - products for the first quarter of fiscal 2006 increased by approximately $1.7 million or 20.2% as compared to the same period in fiscal 2005. The $1.7 million
increase is primarily the result of the increase in sales volume in the first quarter of fiscal 2006 as compared to the same period in 2005. Cost of salesproducts decreased by 21.1% on a per ton basis due to increased coverage of fixed
production costs from the sales volume increase.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Operating Expenses

Operating expenses of $1.9 million for the first quarter of fiscal 2006 decreased by 3.9% when compared with the first quarter of fiscal 2005. Operating expenses primarily consist of selling, general and
administrative expenses, miscellaneous overhead and non-production related depreciation and amortization expenses.

Other Income (Expense)

Other expense of $3.1 million for the first quarter of fiscal 2006 increased $0.2 million, or 7.4%, compared to $2.9 million for the same period in fiscal
2004. Other expense primarily consists of interest expense on our credit facilities and other related financing charges. Interest expense totaled $3.1 million for the first quarter of fiscal 2006, for an increase of $0.2 million over the first
quarter of fiscal 2005. The increase was due to a slight increase in interest rates.

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. Additional information regarding our cash flows for the
quarter ended December 31, 2005 is provided below.



13



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Operating Activities - Net cash provided by operating activities was $4.4 million for the first three
months of fiscal 2006 compared to $3.2 million net cash used during the same period in fiscal 2005. The $7.5 million improvement in operating cash flows is due primarily to the $6.5 million increase in net income for the three months ended
December 31, 2005 as compared to the same period in fiscal 2005. The increase in net income for the first three months of fiscal 2006 as compared to the same period in fiscal 2005 was primarily due to a 47% increase in tons sold due to the
early onset of winter weather. The increase in net income was offset by a significant increase in accounts receivable corresponding to higher sales volume late in the quarter ended December 31, 2005. NOMI expense accruals are included in our
statement of cash flows as borrowings and (repayments) of related party payables. NOMI payments of $0.3 million were made to NOMI holders during the three months ended December 31, 2005. No payments were made to the NOMI holders during the
three months ended December 31, 2004.

Investing Activities - Net cash flow used in investing activities for the first three months of
fiscal 2006 and 2005 was $2.5 million and $1.0 million, respectively. These cash flows primarily consisted of maintenance-related capital expenditures of $2.5 million and $1.0 million during the three months ended December 31, 2005 and 2004,
respectively.

Financing Activities - Net cash provided by financing activities was $1.3 million for the first three months of fiscal 2006 as
compared to $3.8 million provided during the same period in fiscal 2005. During the three months ended December 31, 2005, $2.0 million of cash was provided via seasonal borrowing under our revolving credit facility, offset by a principal
payment of $0.7 million of long-term debt. During the three months ended December 31, 2004, $4.4 million of cash was provided via seasonal borrowing under our revolving line of credit, offset by the $0.6 million sinking fund payment on the
un-drawn $32.1 million term loan.

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.



14



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The following table reconciles EBITDA to net income for the periods indicated (dollars in thousands):







|                                                            |  |                                                                                                  |        |   |      |   |        |  
|----------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------ | ------ | - | ---- | - | ------ | -
|                                                            |  | American Rock Salt Company LLCEBITDA Reconciliation to Net IncomeThree Months Ended December 31, |       
|                                                            |  | 2005                                                                                             |        |   | 2004 |  
|                                                            |  | As Adjusted (See Note 2)                                                                         |       
|Net Income to Members                                       |  | $                                                                                                | 9,363  |   |      | $ | 2,873  |  
|Interest Expense                                            |  |                                                                                                  | 3,151  |   |      |   | 2,924  |  
|Depletion, Depreciation and Amortization                    |  |                                                                                                  | 1,408  |   |      |   | 1,280  |  
|                                                            |  |                                                                                                  |        |   |      |   |        |  
|EBITDA                                                      |  | $                                                                                                | 13,922 |   |      | $ | 7,077  |  
|                                                            |  |                                                                                                  |        |   |      |   |        |  
|Add/Subtract                                                |  |                                                                                                  |        |   |      |   |        |  
|Interest Expense                                            |  |                                                                                                  | (3,151 | ) |      |   | (2,924 | )
|Changes in working capital and other assets and liabilities |  |                                                                                                  | (6,419 | ) |      |   | (7,347 | )
|                                                            |  |                                                                                                  |        |   |      |   |        |  
|Net cash provided by (used in) operating activities         |  | $                                                                                                | 4,352  |   |      | $ | (3,194 | )
|                                                            |  |                                                                                                  |        |   |      |   |        |  
|Net cash used in investing activities                       |  | $                                                                                                | (2,549 | ) |      | $ | (1,004 | )
|                                                            |  |                                                                                                  |        |   |      |   |        |  
|Net cash provided by financing activities                   |  | $                                                                                                | 1,303  |   |      | $ | 3,750  |  
|                                                            |  |                                                                                                  |        |   |      |   |        |  



15



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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 for the fiscal year ended September 30,
2005.

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 December 31, 2005 the variable rate was 7.25%. As of December 31, 2005, we had $100.0 million of debt outstanding under our senior secured notes, and $15.7 million outstanding under our bank
facility. Our bank facility, in the aggregate principal amount of $56.6 million, consists of (a) a $26.6 million term loan facility, and (b) a $30.0 million working capital facility. 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 December 31, 2005, there was $15.7 million drawn and $2.0 million of standby letters of credit outstanding under the working capital
facility with approximately $11.3 million of remaining availability thereunder.

Our earnings and cash flows are affected by changes in interest rates
applicable to our bank facility. Given our current debt structure and assuming an average level of borrowings from our revolving credit facility at variable rates and 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 December 31, 2005 would have increased by approximately $0.1 million.

ITEM 4. CONTROLS AND PROCEDURES

The Companys management, with the participation of its Co-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 Co-Principal Executive Officers and its Principal Financial Officer concluded that the Companys disclosure controls and procedures as of December 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 SECs rules and forms.

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



16



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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company has been involved in litigation with Frontier-Kemper Constructors, Inc., Flatiron
Constructors, Inc. (formerly known as Flatiron Constructors, LLC, and also known as Flatiron Structures LLC), Jointly and Severally with Frontier-Kemper Constructors, Inc. and d/b/a Frontier-Kemper/Flatiron Joint Venture (together, the EPC
Contractor or FKF), whom the Company engaged to design and construct its mine facility, as well as the EPC Contractors bonding companies, Travelers Casualty and Surety Company of America and Liberty Mutual Insurance
Company (the Bonding Companies), and Willis Corroon Corporation of Missouri, Willis Limited, Willis Faber and Dumas (collectively Willis) and Lloyds U/W at London, Sponsoring Syndicates (Lloyds),
the insurance brokers and underwriters, respectively, of certain liquidated damages insurance purchased to insure the timely completion of the mine facility. On June 30, 2005, the Company, the EPC Contractor and the Bonding Companies reached a
settlement agreement with respect to the litigation, pursuant to which the parties agreed to dismiss all claims and counterclaims, subject to limited exceptions, with no findings or admissions of liability by any party. All of the settled claims
were dismissed with prejudice. Other terms of the settlement are confidential by agreement of the parties. The settlement did not include the settling parties claims against Willis and Lloyds, which claims remained pending. On
October 18, 2005, the Court in which the remaining litigation against Willis and Lloyds is pending granted summary judgment to the Company on its claims against Willis for breach of its obligations to the Company as insurance brokers in
connection with the above-mentioned liquidated damages insurance.

The claims against the Willis parties were settled on February 27, 2006 for
$4,175,000.00, one-half of which was retained by the Company and one-half of which was paid over to the EPC Contractor, both net of litigation expenses pursuant to the terms of the original settlement.

In addition, 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 1A. RISK FACTORS

There have been no material changes to the risk factors that the Company disclosed in its Annual
Report on Form 10-K for the fiscal year ended September 30, 2005.

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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ITEM 6. EXHIBITS

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



|            |  |                                                                                                                                                                                                                                            
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                     
|            | 
|18.1        |  | Letter from Independent Registered Public Accounting Firm re Change in Accounting Principle (filed as Exhibit 18.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended
June 30, 2006 and incorporated by reference herein)
|            | 
|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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SIGNATURES

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

October 24, 2006



AMERICAN ROCK SALT COMPANY LLCBy:

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




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EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                            
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                     
|            | 
|18.1        |  | Letter from Independent Registered Public Accounting Firm re Change in Accounting Principle (filed as Exhibit 18.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended
June 30, 2006 and incorporated by reference herein)
|            | 
|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