SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       ------------------------------------

                                    FORM 10-Q

(Mark One)
   [X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 for the quarterly period ended March 31, 2001

                                       or

   [_]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 for the transition period ______ to ______

                        Commission File Number 333-32518

                      Better Minerals & Aggregates Company
             (Exact Name of Registrant As Specified in its Charter)

                              Delaware . 55-0749125
      (State or Other Jurisdiction of (I.R.S. Employer Identification No.)
                         Incorporation or Organization)

                          Route 522 North, P.O. Box 187
                      Berkeley Springs, West Virginia 25411
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's telephone number, including area code (304) 258-2500

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 reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

          Class                  Outstanding as of April 30, 2001
          -----                  --------------------------------

          Common Stock           100 shares


<PAGE>


                      Better Minerals & Aggregates Company
                                 Form 10-Q Index


                                                                       Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets as of
March 31, 2001 (unaudited) and December 31, 2000......................   1
Condensed Consolidated Statements of Operations for the three
months ended March 31, 2001 and March 31, 2000 (unaudited)............   3
Condensed Consolidated Statements of Stockholder's Equity for
the three months ended March 31, 2001 and March 31, 2000 (unaudited)..   4
Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 2001 and March 31, 2000 (unaudited)...................   5
Notes to Condensed Consolidated Financial Statements..................   6

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.............................................  10

Item 3. Quantitative and Qualitative Disclosures About Market Risk....  13

PART II. OTHER INFORMATION

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

Item 5. Other Information.............................................  14

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


Signatures............................................................  15
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>

              BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)


<CAPTION>
                                                                                March 31,   December 31,
                                                                                  2001         2000
                                                                               ---------    ---------
                                                                               (Unaudited)
Assets

<S>                                                                            <C>          <C>
Current:
         Cash and cash equivalents .........................................   $     437    $     860
         Accounts receivable:
            Trade, less allowance for doubtful accounts ....................      41,721       44,817
            Other ..........................................................         964        1,173
         Inventories .......................................................      28,363       27,890
         Prepaid expenses and other current assets .........................       3,052        3,221
         Income tax deposit ................................................         986        2,070
         Deferred income taxes .............................................      12,809       12,809
                                                                               ---------    ---------
               Total current assets ........................................      88,332       92,840

Property, plant and equipment:
         Mining property ...................................................     264,175      264,175
         Mine development ..................................................       8,258        8,156
         Land ..............................................................      28,296       28,249
         Land improvements .................................................       5,184        5,043
         Buildings .........................................................      36,556       36,556
         Machinery and equipment ...........................................     156,900      156,297
         Furniture and fixtures ............................................       1,554        1,395
         Construction-in-progress ..........................................       7,983        5,317
                                                                               ---------    ---------
                                                                                 508,906      505,188
         Accumulated depletion, depreciation and amortization ..............     (97,006)     (89,502)
                                                                               ---------    ---------
            Property, plant and equipment, net .............................     411,900      415,686

Other noncurrent:
         Goodwill and non compete agreements, net ..........................      15,791       16,649
         Debt issuance costs ...............................................      11,938       12,958
         Other noncurrent assets ...........................................         118          153
                                                                               ---------    ---------
               Total other noncurrent ......................................      27,847       29,760
                                                                               ---------    ---------

               Total assets ................................................   $ 528,079    $ 538,286
                                                                               =========    =========

</TABLE>



                                       1
<PAGE>


<TABLE>

              BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)

<CAPTION>
                                                                                March 31,   December 31,
                                                                                   2001         2000
                                                                               ---------    ----------
                                                                               (Unaudited)
<S>                                                                            <C>          <C>
Liabilities

Current:
         Book overdraft ....................................................   $   6,381    $   7,264
         Accounts payable ..................................................      14,324       15,908
         Accrued liabilities ...............................................      12,038       11,490
         Due to parent .....................................................       2,415        2,362
         Accrued interest ..................................................       3,450        8,654
         Current portion of long-term debt .................................       9,657        9,076
                                                                               ---------    ---------
               Total current liabilities ...................................      48,265       54,754

Noncurrent liabilities:
         Deferred income taxes .............................................     103,891      110,676
         Long-term debt, net of current portion ............................     291,121      280,329
         Other noncurrent liabilities ......................................      39,584       39,311
                                                                               ---------    ---------
               Total noncurrent liabilities ................................     434,596      430,316

Commitments and contingencies

Stockholder's Equity

Common stock, par value $.01, authorized 5,000 shares, issued 100 shares ...        --           --
Additional paid-in capital .................................................      81,377       81,377
Loan to related party ......................................................      (1,433)      (1,507)
Retained deficit ...........................................................     (34,516)     (26,560)
Accumulated other comprehensive (loss) .....................................        (210)         (94)
                                                                               ---------    ---------
               Total stockholder's equity ..................................      45,218       53,216
                                                                               ---------    ---------

               Total liabilities and stockholder's equity ..................   $ 528,079    $ 538,286
                                                                               =========    =========




        The accompanying notes are an integral part of these statements.

</TABLE>


                                       2
<PAGE>


<TABLE>

              BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                             (Dollars in Thousands)
                                   (Unaudited)

<CAPTION>
                                                                               For the Three Months Ended
                                                                                        March 31,
                                                                                   2001       2000

<S>                                                                             <C>         <C>
Net sales ...................................................................   $ 58,958    $ 61,974
Cost of goods sold ..........................................................     50,497      50,015
Depreciation, depletion and amortization ....................................      8,238       8,456
Selling, general and administrative .........................................      5,239       6,056
                                                                                --------    --------
         Operating loss .....................................................     (5,016)     (2,553)

Interest expense ............................................................      9,971       8,860
Other income net, including interest income .................................       (346)       (507)
                                                                                --------    --------
         Loss before income taxes ...........................................    (14,641)    (10,906)

Benefit for income taxes ....................................................     (6,685)     (1,799)
                                                                                --------    --------
         Net loss ...........................................................   $ (7,956)   $ (9,107)
                                                                                ========    ========


        The accompanying notes are an integral part of these statements.

</TABLE>


                                       3
<PAGE>


<TABLE>

              BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                             (Dollars in Thousands)
                                   (Unaudited)


<CAPTION>
                                                                                         Accumulated Other
                                                                                         Comprehensive Loss
                                                                          -------------------------------------------
                                             Additional          Loans to Unrealized    Foreign      Minimum            Total
                                     Common   Paid-In   Retained  Related  Loss on      Currency     Pension         Stockholder's
                                      Stock   Capital    Deficit   Party  Derivatives  Translation  Liability   Total  Equity
                                     ------  --------  --------  -------- -----------  ----------- ----------  ------ --------
<S>                                 <C>      <C>       <C>       <C>       <C>          <C>         <C>       <C>     <C>
Balance December 31, 1999           $        $ 81,377  $(17,012) $         $            $     (30)  $         $   (30)$ 64,335

Comprehensive income,
   net of income taxes:
      Net loss                                           (9,107)                                                        (9,107)
      Foreign currency translation                                                             30                  30       30
                                                                                                                      --------
            Total comprehensive loss                                                                                    (9,077
                                             --------  --------  --------  -----------  ---------   --------- ------- --------
Balance March 31, 2000              $        $ 81,377  $(26,119) $         $                        $         $       $ 55,258
                                             ========   ======== ========  ===========  =========   ========= ======= ========

Balance December 31, 2000           $        $ 81,377  $(26,560) $ (1,507)                          $    (94) $   (94)  53,216

Comprehensive income,
   net of income taxes:
      Net loss                                           (7,956)                                                        (7,956)
      Unrealized holding loss
               on derivatives                                                     (116)                          (116)    (116)
                                                                                                                      --------
            Total comprehensive loss                                                                                    (8,072)
Loans to related party                                                 74                                                  74
                                             --------  --------  --------  -----------  ---------   --------- ------- --------

Balance March 31, 2001              $        $ 81,377  $(34,516) $ (1,433) $      (116) $           $    (94) $  (210)$ 45,218
                                             ========   ======== ========  ===========  =========   ========= ======= ========



The accompanying notes are an integral part of these statements.

</TABLE>


                                       4
<PAGE>


<TABLE>

              BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                   (Unaudited)

<CAPTION>
                                                                                              For the Three Months Ended
                                                                                                      March 31,
                                                                                                     2001        2000
                                                                                                     ----        ----

Cash flows from operating activities:
<S>                                                                                               <C>         <C>
      Net loss ................................................................................   $ (7,956)   $ (9,107)
      Adjustments to reconcile net (loss) to cash flows from operations:
            Depreciation ......................................................................      6,050       5,515
            Depletion .........................................................................      1,244       1,229
            Non compete agreements amortization ...............................................        569       1,381
            Debt issuance amortization ........................................................      1,020         490
            Deferred income taxes .............................................................     (6,785)     (5,881)
            Disposal of property, plant and equipment (gain) loss .............................       (197)          2
            Loss on sale of investment ........................................................       --            83
            Other .............................................................................        688        (252)
            Changes in assets and liabilities, net of the effects from disposed company:
                        Trade receivables .....................................................      3,096       1,716
                        Non-trade receivables .................................................        209         140
                        Receivable from/payable to parent .....................................         53         (46)
                        Payable to related party ..............................................       --          (179)
                        Inventories ...........................................................       (473)       (988)
                        Prepaid expenses and other current assets .............................        169        (517)
                        Accounts payable and accrued liabilities ..............................     (1,038)     (1,239)
                        Accrued interest ......................................................     (5,204)     (4,261)
                        Income taxes ..........................................................      1,085       3,976
                                                                                                  --------    --------
                                    Net cash used for operating activities ....................     (7,470)     (7,938)

Cash flows from investing activities:
             Capital expenditures .............................................................     (4,007)     (4,947)
             Proceeds from sale of property, plant and equipment ..............................        500        --
             Loans to related party ...........................................................         74        --
             Proceeds from sale of investment .................................................       --         3,136
                                                                                                  --------    --------
                                     Net cash used for investing activities ...................     (3,433)     (1,811)

Cash flows from financing activities:

             Decrease in book overdraft .......................................................       (883)       (800)
             Repayment of long-term debt ......................................................     (2,177)     (2,290)
             Net revolver credit agreement facility ...........................................     13,550        --
             Principal payments on capital lease obligations ..................................        (10)        (12)
                                                                                                  --------    --------
                                     Net cash (used for) provided by financing activities .....     10,480      (3,102)
Effect of exchange rate on cash ...............................................................       --            30
                                                                                                  --------    --------
                                     Net decrease in cash .....................................       (423)    (12,821)

Cash and cash equivalents, beginning of period ................................................        860      13,573
Cash and cash equivalents, ending of period ...................................................   $    437    $    752


        The accompanying notes are an integral part of these statements.

</TABLE>


                                       5
<PAGE>



              BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

1.  Accounting Policies

The unaudited interim condensed consolidated financial statements of Better
Minerals & Aggregates Company (the "Company") have been prepared in accordance
with the rules and regulations of the Securities and Exchange Commission. As a
result, certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. In the opinion of management, the
statements reflect all adjustments necessary for a fair presentation of the
results of the reported interim periods. The statements should be read in
conjunction with the summary accounting policies and notes to the audited
financial statements of the Company included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2000, as amended (the "Form 10-K").

Operating results are not necessarily indicative of the results to be expected
for the full year or any other interim period due to the seasonal,
weather-related conditions in certain aspects of the Company's business.

2.  Inventories

At March 31, 2001 and December 31, 2000, inventory consisted of the following:

                                                       March 31,  December 31,
   (In thousands)                                        2001         2000
                                                         ----         ----
   Supplies (net of $75 and $66 obsolescence reserve)  $12,085    $ 11,820
   Raw materials and work in process                     4,894       4,563
   Finished goods                                       11,384      11,507
                                                        ------      ------
                                                       $28,363    $ 27,890
                                                       =======    ========

3.  Comprehensive Income

Comprehensive income, net of tax for the three months ended March 31, 2001 and
2000 was as follows:

                                                         Three Months Ended
                                                               March 31,
   (In thousands)                                          2001       2000
                                                           ----       ----
   Net income (loss)                                    $(7,956)   $(9,107)
   Unrealized holding loss on derivatives                 (116)          -
   Foreign currency translation                               -         30
                                                        --------   --------
          Total comprehensive income                    $(8,072)   $(9,077)
                                                        ========   ========






                                       6
<PAGE>



4. Segment Information

The Company operates in the industrial minerals and aggregates business
segments which are more fully described in the Form 10-K. On January 1,
2001, aspart of a change in management reporting responsibilities, all of the
New Jerseyoperating assets of the Company's industrial minerals business unit
were transferred to the Company's aggregates business unit. Net sales from the
transferred assets are made both directly to customers and to the Company's
industrial minerals subsidiary. Prior year segment reporting has been restated
to include the New Jersey operations as a part of the Company's aggregates
business unit. Reportable segment information for the three months ended March
31, 2001 and 2000 was as follows:

                                                        Three Months Ended
                                                             March 31,
(In thousands)                                           2001        2000
                                                         ----        ----
Net sales:
         Aggregates ................................. $ 17,096    $ 17,267
         Industrial Minerals ........................   46,011      49,080
         Eliminations ...............................   (4,149)     (4,373)
                                                      --------    --------
               Total net sales ...................... $ 58,958    $ 61,974
                                                      ========    ========
Operating company income (loss):
         Aggregates ................................. $ (7,111)   $ (6,310)
         Industrial Minerals ........................    2,356       3,832
                                                      --------    --------
               Total operating company
                              income (loss) ......... $ (4,755)   $ (2,478)
         General corporate expense ..................     (261)        (75)
                                                      --------    --------

               Total operating income (loss) ........ $ (5,016)   $ (2,553)
                                                      ========    =========
Depreciation,  depletion and amortization expense:
         Aggregates ................................. $  4,196    $  3,548
         Industrial Minerals ........................    4,026       4,893
         Corporate ..................................       16          15
                                                      --------    --------
               Total depreciation, depletion, and
                              amortization expense .. $  8,238    $  8,456
                                                      ========    ========
Capital expenditures:
         Aggregates ................................. $  3,012    $  2,967
         Industrial Minerals ........................      995       1,945
         Corporate ..................................     --            35
                                                      --------    --------
               Total capital expenditures ........... $  4,007    $  4,947
                                                      ========    ========

Asset segment information at March 31, 2001 and December 31, 2000 was as
follows:

                                                     March 31,    December 31,
(In thousands)                                         2001          2000
                                                       ----          ----
Assets:
        Aggregates .................................. $ 345,921   $ 351,969
        Industrial Minerals .........................   164,887     203,676
        Corporate ...................................    19,389      20,533
        Elimination of intersegment receivables .....    (2,118)    (37,892)
                                                      ---------   ---------
                  Total assets ...................... $ 528,079   $ 538,286
                                                      =========   =========



                                       7
<PAGE>





5.  Impact of Recent Accounting Standards

The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
133, "Accounting for Derivative Instruments and Hedging Activities," on January
1, 2001. Initial adoption of this new accounting standard did not have a
material impact on the Company's financial statements. In accordance with SFAS
No. 133, all derivatives are recognized on the balance sheet at their fair
value. Changes in the fair value of a derivative instrument designated as a
"fair value" hedge, along with the corresponding change in fair value of the
hedged asset or liability, are recorded in current-period earnings. Changes in
the fair value of a derivative instrument designated as a "cash flow" hedge, to
the extent the hedge is highly effective, are recorded temporarily in other
comprehensive income then recognized in earnings along with the related effects
of the hedged items. Any ineffective portion of the cash flow hedge is
recognized in current-period earnings.

At March 31, 2001, the Company's derivative contracts consisted of an interest
rate swap used to convert a portion of its variable-rate debt to fixed-rate debt
and interest rate cap agreements to limit a portion of its variable-rate debt to
a fixed rate. These instruments are designated as, and are considered, effective
cash flow hedges of the Company's forecasted variable rate interest payments. At
March 31, 2001, the Company recorded a liability for derivatives and a
corresponding loss in accumulated other comprehensive income, net of income tax
effects. This activity was not material to the Company's financial position.

During 2000, the Emerging Issues Task Force ("EITF") issued EITF No. 00-10,
"Accounting for Shipping and Handling Fees and Costs." EITF No. 00-10 addresses
the statement of earnings classification of shipping and handling costs billed
to customers and was effective for the fourth quarter of 2000. The Company
adopted the provisions of EITF No. 00-10 at that time and has restated the first
quarter 2000 results to include $13.3 million in revenue and in cost of sales.

6.  Sale of Canadian Facility

On February 29, 2000 the Company completed the sale of stock of its Canadian
subsidiary, George F. Pettinos (Canada) Limited, for $3.1 million. The proceeds
were used to retire the Company's tranche A term loan facility and for general
corporate uses. As a result of the sale, the Company recognized a pretax loss of
$0.1 million, which is included in other income.

7.  Income Taxes

In accordance with generally accepted accounting principles, it is the Company's
practice at the end of each interim reporting period to make a best estimate of
the effective tax rate expected to be applicable for the full fiscal year.
Estimates are revised as additional information becomes available. In addition,
in the first quarter of 2000, the sale of George F. Pettinos (Canada) Limited
created a one-time $1.1 million charge to the tax provision.

8.  Contingencies

The Company and its subsidiaries are involved in legal proceedings, claims and
litigation arising in the ordinary course of business. Management believes,
through discussions with counsel, that its liability arising from or the
resolution of these legal proceedings, claims and litigation, in the aggregate,
will not have a material adverse effect on the consolidated financial position,
results of operations or cash flows of the Company.

The Company's subsidiary U.S. Silica Company is self-insured for product
liability insurance as it relates to occupational disease. In addition, U.S.
Silica Company is self-insured for health care costs and, in some states,
workers' compensation. The Company provides for estimated future losses based on
reported cases and past claim history. Management believes that the provision
for estimated losses is adequate.

Certain product liability claims related to occupational disease are indemnified
by ITT Industries, successor to a former owner of U.S. Silica Company, under an
agreement whereby claims filed against U.S. Silica Company prior to September
12, 2005 alleging exposure prior to September 12, 1985 are shared ratably based
on the claimant's total exposure period. The indemnity is subject to a
cumulative annual deductible and carry-forward adjustments and expires September
12, 2005.



                                       8
<PAGE>

9.  Senior Subordinated Notes Subsidiary Guarantees

Except for the Company's Canadian subsidiary, which is an inactive company with
an immaterial amount of assets and liabilities, each of the Company's
subsidiaries has fully and unconditionally guaranteed the Company's 13% Senior
Subordinated Notes due 2009 on a joint and several basis. The separate financial
statements of the subsidiary guarantors are not included in this report because
(a) the Company is a holding company with no assets or operations other than its
investments in its subsidiaries, (b) the subsidiary guarantors each are wholly
owned by the Company, comprise all of the direct and indirect subsidiaries of
the Company (other than a minor subsidiary) and have jointly and severally
guaranteed the Company's obligations under such Senior Subordinated Notes on a
full and unconditional basis, (c) the aggregate assets, liabilities, earnings
and equity of the subsidiary guarantors are substantially equivalent to the
assets, liabilities, earnings and equity of the Company on a consolidated basis
and (d) management has determined that separate financial statements and other
disclosures concerning the subsidiary guarantors are not material to investors.

10. Subsequent Event

On April 20, 2001, in an action pending in Beaumont, Texas (Donald Tompkins et
al vs. American Optical Corporation et al, the "Tompkins Case"), a jury rendered
a verdict against Ottawa Silica Company and Pennsylvania Glass Sand Corporation,
predecessors to U.S. Silica Company, in the amount of $7.5 million in actual
damages. The judgment, after it is entered by the trial judge, may include an
award for costs and pre-judgment interest. The amount of liability will be
reduced by approximately $1.6 million to reflect prior settlements with other
defendants no longer party to the action. In addition, punitive damages were
settled for $600,000.

In light of the facts entered into evidence relating to the timing of the
exposure, the Company believes that the entire judgment and settlement in this
action is covered by a combination of the historical insurance coverage of
Ottawa Silica Company and the current indemnity agreement of ITT Industries, as
described in Note 8. However, subject to the posting of a bond, after the
judgment is entered by the trial judge, the Company plans on filing an immediate
appeal to the appropriate appellate court in Texas. Based on advice of counsel,
the Company believes that there are meritorious grounds to file an appeal and
that a reversal and remand of the Tompkins Case is probable.




                                       9
<PAGE>


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

     The following information should be read in conjunction with the
accompanying unaudited condensed consolidated financial statements and the notes
thereto included in Item 1 of this quarterly report, and the audited
consolidated financial statements and the notes thereto and management's
discussion and analysis of financial condition and results of operations
contained in our Annual Report on Form 10-K for the year ended December 31,
2000, as amended. Unless otherwise indicated or the context otherwise requires,
all references in this quarterly report to "we," "us," "our" or similar terms
refer to Better Minerals & Aggregates Company and its direct and indirect
subsidiaries.

Overview

     We mine, process and market industrial minerals, principally industrial
silica, in the eastern and midwestern United States. We also mine, process and
market aggregates and produce and market asphalt in certain parts of
Pennsylvania and New Jersey. Our end use markets for our silica products include
container glass, fiberglass, specialty glass, flat glass, fillers and extenders,
chemicals and ceramics. We also supply our silica products to the foundry,
building materials and other end use markets. Our customers use our aggregates,
which consist of high quality crushed stone, construction sand and gravel, for
road construction and maintenance, other infrastructure projects and residential
and commercial construction and to produce hot mixed asphalt. We also use our
aggregates to produce hot mixed asphalt. We operate a network of 26 production
facilities in 14 states. Our industrial minerals business (substantially all the
net sales of which consist of silica products) and our aggregates business
accounted for 78% and 22% of our net sales, respectively, for the three months
ended March 31, 2001.

     Our aggregates business is seasonal, due primarily to the effect of weather
conditions in winter months on construction activity in our Pennsylvania and New
Jersey markets. As a result, peak sales of aggregates occur primarily in the
months of April through November. Accordingly, our results of operations in any
individual quarter may not be indicative of our results of operations for the
full year.

     On January 1, 2001, as part of a change in management reporting
responsibilities, all of the New Jersey operating assets of our industrial
minerals business unit were transferred to our aggregates business unit. Net
sales from the transferred assets are made both directly to customers and to our
industrial minerals subsidiary. Prior year segment reporting has been restated
to include the New Jersey operations as a part of our aggregates business unit.

Three Months Ended March 31, 2001 Compared with Three Months Ended March 31,
2000

     Net Sales. Net sales decreased $3.0 million, or 4.8%, to $59.0 million in
the three months ended March 31, 2001 from $62.0 million in the three months
ended March 31, 2000.

     Net sales for our industrial minerals business decreased $3.1 million, or
6.3%, to $46.0 million in the three months ended March 31, 2001 from $49.1
million in the three months ended March 31, 2000. This decrease was primarily
due to the $1.9 million reduction in sales as a result of the divestiture of one
of our two Canadian subsidiaries, George F. Pettinos (Canada) Limited ("PECAL")
in February 2000. Excluding the divestiture, net sales for our industrial
minerals business decreased $1.2 million, or 2.5%, to $46.0 million in the three
months ended March 31, 2001 from $47.2 million in the three months ended March
31, 2000, primarily from decreased silica sales to the glass, foundry and filler
and extender end use markets, partially offset by increased silica sales to the
building materials and oil and gas extraction end use markets.

     Net sales for our aggregates business decreased $0.2 million, or 1.2%, to
$17.1 million in the three months ended March 31, 2001 from $17.3 million in the
three months ended March 31, 2000, including intercompany sales to our
industrial minerals subsidiary totaling $4.1 million in the three months ended
March 31, 2001 as compared to $4.4 million for the three months ended March 31,
2000. Excluding these intercompany sales, net sales for our aggregates were
$12.9 million in the three months ended March 31, 2001 and $13.0 million in the
three months ended March 31, 2000.

     Cost of Goods Sold. Cost of goods sold increased $0.5 million, or 1.0%, to
$50.5 million in the three months ended March 31, 2001 from $50.0 million in the
three months ended March 31, 2000.

     Cost of goods sold for our industrial minerals business decreased $0.4
million, or 1.1%, to $36.2 million in the three months ended March 31, 2001 from
$36.6 million in the three months ended March 31, 2000. This decrease was
primarily due to the reduction of $1.5 million in cost of goods sold as a result
of the PECAL divestiture in February 2000. Excluding the divestiture, cost of
goods sold increased $1.1 million, or 3.1%, to $36.2 million in the three months

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ended March 31, 2001 from $35.1 million in the three months ended March 31,
2000, primarily due to a $1.8 million increase in the price of dryer fuel,
partially offset by a reduction in volume.

     Cost of goods sold for our aggregates business increased $0.3 million, or
1.7%, to $17.9 million in the three months ended March 31, 2001 from $17.6
million in the three months ended March 31, 2000. This increase is primarily due
to increased stone volume and normal inflationary factors.

     Depreciation, Depletion and Amortization. Depreciation, depletion and
amortization decreased $0.3 million, or 3.5%, to $8.2 million in the three
months ended March 31, 2001 from $8.5 million in the three months ended March
31, 2000. This decrease was primarily due to a $0.8 million reduction in
amortization from the completion of the amortization period of a five year
non-compete agreement with our former parent, partially offset by increased
depreciation from our capital program.

         Selling, General and Administrative. Selling, general and
administrative expenses decreased $0.9 million, or 14.8%, to $5.2 million in the
three months ended March 31, 2001 from $6.1 million in the three months ended
March 31, 2000. This decrease was primarily a result of the PECAL divestiture in
February 2000 which decreased costs $0.4 million. Excluding the divestiture,
selling, general and administrative expenses decreased $0.5 million, to $5.2
million in the three months ended March 31, 2001 from $5.7 million in the three
months ended March 31, 2000 due to a reduction in management bonus accruals
partially offset by normal inflationary factors.

     Operating Loss. Operating loss was $5.0 million in the three months ended
March 31, 2001 as compared to $2.6 million in the three months ended March 31,
2000.

     Operating income for our industrial minerals business decreased $1.4
million, or 37%, to $2.4 million in the three months ended March 31, 2001 from
$3.8 million in the three months ended March 31, 2000 primarily due to the
factors noted earlier.

     Operating loss for our aggregates business increased $0.8 million to $7.1
million in the three months ended March 31, 2001 from an operating loss of $6.3
million in the three months ended March 31, 2000 as a result of the factors
noted earlier. Due to the seasonality of our aggregates business, operating
losses incurred in the first quarter of 2001 may not be indicative of operating
results for the full year.

     Corporate expenses not allocated to business segments were $0.3 million and
$0.1 million in the three months ended March 31, 2001 and 2000, respectively.

     Interest (Income) Expense. Interest expense increased $1.1 million, or
12.4%, to $10.0 million in the three months ended March 31, 2001 from $8.9
million in the three months ended March 31, 2000 due primarily to increased
borrowings and the $0.4 million payment of an amendment fee under our senior
secured credit agreement.

     Benefit for Income Taxes. The benefit for income taxes for the three months
ended March 31, 2001 was based on an estimated rate of 46%. The benefit for
income taxes for the three months ended March 31, 2000 was limited to the tax
benefits expected realizable for the year, which resulted in an effective tax
rate of 27%. This benefit was reduced by taxes required on the sale of PECAL
that occurred during the first quarter of 2000.

     Net Loss. Net loss decreased $1.1 million to $8.0 million in the three
months ended March 31, 2001 from $9.1 million in the three months ended March
31, 2000 primarily as a result of the factors noted earlier.

Liquidity and Capital Resources

     Our principal liquidity requirements have historically been to service our
debt, meet our working capital, capital expenditures and mine development
expenditure needs and finance acquisitions. We are a holding company and as such
we conduct substantially all our operations through our subsidiaries. As a
holding company, we are dependent upon dividends or other intercompany transfers
of funds from our subsidiaries to meet our debt service obligations, and have
historically met our liquidity and capital investment needs with internally
generated funds. Conversely, we have funded our acquisitions through borrowings
and equity investments. Our total debt as of March 31, 2001 was $300.8 million
and our total stockholder's equity as of that date was $45.2 million, giving us
total debt representing approximately 87% of total capitalization. Our debt
level makes us more vulnerable to economic downturns and adverse developments in
our business.

     Net cash used in operating activities was $7.5 million for the three months
ended March 31, 2001 compared to $7.9 million for the three months ended March
31, 2000. Cash used in operating activities decreased $0.4 million in the first


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<PAGE>

quarter of 2001 due primarily to a $1.4 million increase in accounts receivable
collections and a $1.0 million income tax refund, offset by reduced earnings
from our industrial minerals business and increased interest expense. Cash
interest paid in the three months ended March 31, 2001 was $14.1 million, an
increase of $1.6 million from the $12.5 million paid in the three months ended
March 31, 2000, primarily as a result of increased borrowings in 2000, and a
$0.4 million amendment fee under our senior secured credit agreement.

     Net cash used for investing activities increased $1.6 million to $3.4
million for the period ended March 31, 2001 from $1.8 million for the period
ended March 31, 2000. This increase primarily resulted from the $3.1 million
received from the PECAL sale in February 2000, partially offset by a $0.9
million decrease in capital expenditures, and $0.5 million received for excess
land and property sales.

     Cash flow provided by financing activities was $10.5 million for the three
months ended March 31, 2001 as compared to $3.1 million cash flow used in
financing activities for the three months ended March 31, 2000. There was a
$11.4 million increase in long term debt in the three months ended March 31,
2001 and a $2.3 million reduction in long term debt in the same period in 2000.

     Interest payments on our 13% senior subordinated notes due 2009 ($150
million outstanding as of March 31, 2001) which are unconditionally and
irrevocably guaranteed, jointly and severally, by each of our domestic
subsidiaries, debt service under our senior secured credit agreement, working
capital, capital expenditures and mine development expenditures, incurred in the
normal course of business as current deposits are depleted, represent our
significant liquidity requirements.

     Under our senior secured credit agreement, as of March 31, 2001, we had
$37.5 million outstanding under the tranche A term loan facility and $93.0
million outstanding under the tranche B term loan facility. In addition, this
credit agreement provides us with a $50 million revolving credit facility. The
revolving credit facility was partially drawn for $19.1 million as of March 31,
2001, and $8.0 million was allocated for letters of credit, leaving $22.9
million available for our use. The revolving credit facility is available for
general corporate purposes, including working capital and capital expenditures,
but excluding acquisitions, and includes sublimits of $12.0 million and $3.0
million, respectively, for letters of credit and swingline loans. Debt under the
senior secured credit agreement is secured by substantially all of our assets,
including our real and personal property, inventory, accounts receivable and
other intangibles. For a further description of our senior secured credit
agreement, including certain restrictions that it imposes upon us and certain
financial covenants that it requires us to maintain, please see note 6 to our
audited consolidated financial statements included in our Annual Report on Form
10-K for the year ended December, 31, 2000, as amended.

     On February 22, 2001, the lenders under our senior secured credit agreement
approved an amendment effective December 31, 2000 that revised the required
leverage ratio and interest coverage ratio covenants under the credit agreement
for the period of December 31, 2000 through December 31, 2001. As a result of
this amendment, we were in compliance with these financial ratio covenants, as
revised, as of December 31, 2000. In connection with this amendment, we agreed
to a 25 basis point increase in interest rates for any period in which our
leverage ratio is greater than 5.0. In addition, we agreed to cancel the undrawn
$40.0 million acquisition term loan facility, which also resulted in a $300,000
reduction in our annual loan commitment fees, as of February 22, 2001. A
one-time amendment fee of approximately $400,000 was paid to the lenders as part
of the amendment. This amendment to our credit agreement was filed as an exhibit
to our Current Report on Form 8-K dated February 22, 2001.

     We believe, based on our calendar year 2001 forecast, that we will be in
compliance with the amended leverage ratio and interest coverage ratio covenants
contained in the senior secured credit agreement throughout the calendar year
2001. In the event that we do not substantially achieve our forecast, it will be
necessary to seek further amendments to the senior secured credit agreement
covenants. While we obtained amendments and waivers under the secured credit
agreement in the past, there can be no assurance that future amendments or
waivers will be granted or that such amendments or waivers, if granted, would be
on terms satisfactory to us.

     Capital expenditures totaled $4.0 million in the three months ended March
31, 2001 compared with $4.9 million in the three months ended March 31, 2000.
Our expected capital expenditure requirements for the remainder of 2001 and 2002
are $14.5 million and $21.2 million, respectively.

     Our ability to satisfy our debt obligations and to pay principal and
interest on our debt, fund working capital, mine development and acquisition
requirements and make anticipated capital expenditures will depend on the future
performance of our subsidiaries, which is subject to general economic, financial
and other factors, some of which are beyond our control. We cannot be certain
that the cash earned by our subsidiaries will be sufficient to allow us to pay


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<PAGE>

principal and interest on our debt and meet our other obligations. We believe,
however, that based on current levels of operations and anticipated growth, cash
flow from operations, together with borrowings under the revolving credit
facility, will be adequate for at least the next twelve months to make required
payments of principal and interest on our debt and fund working capital, mine
development and capital expenditure requirements. There can be no assurance,
however, that our business will generate sufficient cash flow from operations or
that future borrowings will be available under the revolving credit facility in
an amount sufficient to enable us to service our debt or to fund our other
liquidity needs. If we do not have enough cash, we may be required to refinance
all or part of our existing debt, sell assets, borrow more money or raise
equity. We cannot guarantee that we will be able to refinance our debt, sell
assets, borrow more money or raise equity on terms acceptable to us, if at all.

Forward-Looking Statements

     This quarterly report, including this management's discussion and analysis
of financial condition and results of operations section, includes "forward-
looking statements." We have based these forward-looking statements on our
current expectations and projections about future events. Although we believe
that our plans, intentions and expectations reflected in or suggested by those
forward-looking statements are reasonable, we can give no assurance that our
plans, intentions or expectations will be achieved. We believe that the
following factors, among others, could affect our future performance and cause
actual results to differ materially from those expressed or implied by these
forward-looking statements: (1) general and regional economic conditions,
including the economy in the states in which we have production facilities and
in which we sell our products; (2) demand for residential and commercial
construction; (3) demand for automobiles and other vehicles; (4) levels of
government spending on road and other infrastructure construction; (5) the
competitive nature of the industrial minerals and aggregates industries; (6)
operating risks typical of the industrial minerals and aggregates industries,
including the price and availability of oil; (7) difficulties in, and
unanticipated expense of, assimilating newly-acquired businesses; (8)
fluctuations in prices for, and availability of, transportation and power; (9)
unfavorable weather conditions; (10) regulatory compliance, including compliance
with environmental and silica exposure regulations, by us and our customers;
(11) litigation affecting us and our customers; (12) changes in the demand for
our products due to the availability of substitutes for products of our
customers; (13) labor unrest; and (14) interest rate changes and changes in
financial markets generally.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     Information regarding the Company's financial instruments that are
sensitive to changes in interest rates is contained in our Annual Report on Form
10-K for the year ended December 31, 2000, as amended, filed with the Securities
and Exchange Commission. This information has not changed materially in the
interim period since December 31, 2000.




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<PAGE>



                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     We are a defendant in various lawsuits related to our businesses. These
matters include lawsuits relating to the exposure of persons to crystalline
silica as discussed in detail in our Annual Report on Form 10-K for the year
ended December, 31, 2000, as amended, filed with the Securities and Exchange
Commission. Although we do not believe that these lawsuits are likely to have a
material adverse effect upon our business, we cannot predict what the full
effect of these or other lawsuits will be. We currently believe, however, that
these claims and proceedings in the aggregate are unlikely to have a material
adverse effect on us.

     On April 20, 2001, in an action pending in Beaumont, Texas (Donald Tompkins
et al vs. American Optical Corporation et al, the "Tompkins Case"), a jury
rendered a verdict against Ottawa Silica Company and Pennsylvania Glass Sand
Corporation, predecessors to our subsidiary, U. S. Silica Company, in the amount
of $7.5 million in actual damages. The judgment, after it is entered by the
trial judge, may include an award for costs and pre-judgment interest. The
amount of liability will be reduced by approximately $1.6 million to reflect
prior settlements with other defendants no longer party to the action. In
addition, punitive damages were settled for $600,000.

     In light of the facts entered into evidence relating to the timing of the
exposure, we believe that the entire judgment and settlement in this action is
covered by a combination of the historical insurance coverage of Ottawa Silica
Company and the current indemnity agreement of ITT Industries, as described in
such Annual Report on Form 10-K. However, subject to the posting of a bond,
after the judgment is entered by the trial judge, we plan on filing an immediate
appeal to the appropriate appellate court in Texas. Based on advice of counsel,
we believe that there are meritorious grounds to file an appeal and that a
reversal and remand of the Tompkins Case is probable.

Item 5. Other Information

     In April 2001, Commercial Stone Co., Inc., one of our subsidiaries, merged
with Better Materials Corporation, another of our subsidiaries, with Better
Materials Corporation surviving. As a result of this merger, Commercial
Aggregates Transportation and Sales, LLC became a wholly-owned subsidiary of
Better Materials Corporation.

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

(a) Exhibits

None.

(b) Reports on Form 8-K.

On March 6, 2001, we filed a Current Report on Form 8-K dated February 22, 2001
under Item 5 (Other Events).



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     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

May 14, 2001        Better Minerals & Aggregates Company

                    By: /s/ Gary E. Bockrath
                        -----------------------------
                       Name:  Gary E. Bockrath
                       Title:    Vice President and Chief Financial Officer
                                 (Principal Financial and Principal
                                  Accounting Officer)




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