SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               __________________

                                    FORM 10-Q/A

(Mark One)
     [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the quarterly period ended June 30, 2003

                                                               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  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes [_] No [X]

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 August 1, 2003
       -----                             --------------------------------

       Common Stock                      100 shares

<PAGE>

                                EXPLANATORY NOTE

This  Quarterly  Report on Form 10-Q/A for the  quarterly  period ended June 30,
2003 is being filed for the purpose of restating  the financial  statements  for
the quarter and the six months ended June 30, 2003 contained in Item 1 hereof to
reflect a write-off of all of our net deferred tax assets due to the uncertainty
of the future  utilization of our net operating  losses and alternative  minimum
tax  credit  carry  forwards.  A  valuation  of these  assets  should  have been
performed in connection with the classification of our aggregates business as an
asset held for sale in the second  quarter.  Except for related changes to Items
1, 2 and 4 hereof, no other  modifications or changes have been made to our Form
10-Q for the  quarterly  period ended June 30, 2003 as  originally  filed or the
exhibits filed therewith.

<PAGE>

                      Better Minerals & Aggregates Company
                                 Form 10-Q/A Index


                                                                          Page
PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

Condensed Consolidated Balance Sheets as of June 30, 2003 (unaudited)
(restated) and December 31, 2002...........................................   1
Condensed Consolidated Statements of Operations for the quarter and
six months ended June 30, 2003 (unaudited) (restated) and
June 30, 2002 (unaudited)..................................................   3
Condensed Consolidated Statements of Stockholder's Equity for the
quarter and six months ended June 30, 2003 (unaudited) (restated) and
June 30, 2002 (unaudited)..................................................   4
Condensed Consolidated Statements of Cash Flows for the six months
ended June 30, 2003 (unaudited) (restated) and June 30, 2002 (unaudited)...   5
Notes to Condensed Consolidated Financial Statements.......................   6

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations.......................................  11

Item 3.    Quantitative and Qualitative Disclosures About Market Risk......  18

Item 4.    Controls and Procedures.........................................  18

PART II.   OTHER INFORMATION

Item 3.    Defaults Upon Senior Securities.................................  19

Item 6.    Exhibits and Reports on Form 8-K................................  19



Signatures

Exhibits
<PAGE>




                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


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


<TABLE>
<CAPTION>
                                                                          June 30,        December 31,
                                                                            2003              2002
                                                                            ----              ----
                                                                        (Unaudited)
Assets                                                                  (Restated)

Current:
<S>                                                                       <C>              <C>
     Cash and cash equivalents                                            $  2,886         $  1,330
     Accounts receivable:
      Trade, less allowance for doubtful accounts of $975 and $885          28,890           25,298
      Other                                                                  7,276            5,537
     Inventories                                                            17,204           17,106
     Prepaid expenses and other current assets                               3,814            4,748
     Deferred income taxes                                                       -            2,904
     Income tax deposits                                                        77               23
     Current assets of discontinued operations                              40,377           36,266
                                                                           -------          -------
        Total current assets                                               100,524           93,212

Property, plant and equipment:
     Mining property                                                        20,262           24,041
     Mine development                                                        4,406            4,406
     Asset retirement cost                                                   4,609               --
     Land                                                                   15,910           15,936
     Land improvements                                                       3,990            4,053
     Buildings                                                              31,984           31,984
     Machinery and equipment                                               119,154          122,771
     Furniture and fixtures                                                    668              668
     Construction-in-progress                                                1,964            1,489
                                                                           -------          -------
                                                                           202,947          205,348
     Accumulated depletion, depreciation and amortization                 (107,128)        (100,172)
                                                                           -------          -------
      Property, plant and equipment, net                                    95,819          105,176

Other noncurrent:
     Debt issuance costs                                                     9,376            9,518
     Insurance for third-party product liability claims                     42,594           40,864
     Deferred income taxes                                                       -           14,747
     Noncurrent assets of discontinued operations                          172,859          173,285
     Other noncurrent assets                                                 4,372            3,819
                                                                           -------          -------
        Total other noncurrent                                             229,201          242,233
                                                                           -------          -------
        Total assets                                                      $425,544         $440,621
                                                                           =======          =======
</TABLE>
        The accompanying notes are an integral part of these statements.


                                       1
<PAGE>

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

<TABLE>
<CAPTION>
                                                                          June 30,        December 31,
                                                                            2003              2002
                                                                            ----              ----
                                                                        (Unaudited)
Liabilities                                                             (Restated)

Current:
<S>                                                                       <C>              <C>
     Book overdraft                                                       $  3,864         $  3,676
     Accounts payable                                                        9,983            9,238
     Accrued liabilities                                                    10,607            8,424
     Due to parent                                                           2,347            2,346
     Accrued interest                                                        7,250            7,381
     Current portion of capital leases                                         258              193
     Current portion of long-term debt                                     160,715           10,725
     Current liabilities of discontinued operations                         12,725            9,934
                                                                           -------          -------
              Total current liabilities                                    207,749           51,917

Noncurrent liabilities:
     Obligations under capital lease                                           289              258
     Long-term debt, net of current portion                                150,558          283,143
     Third-party products liability claims                                  68,904           69,209
     Noncurrent liabilities of discontinued operations                      49,638           51,253
     Other noncurrent liabilities                                           41,234           39,290
                                                                           -------          -------
              Total noncurrent liabilities                                 310,623          443,153

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                                                       (1,377)          (1,360)
Retained deficit                                                          (167,672)        (129,207)
Accumulated other comprehensive (loss)                                      (5,156)          (5,259)
                                                                           -------          -------
              Total stockholder's equity                                   (92,828)         (54,449)
                                                                           -------          -------
              Total liabilities and stockholder's equity                  $425,544         $440,621
                                                                           =======          =======
</TABLE>

        The accompanying notes are an integral part of these statements.


                                       2
<PAGE>

              BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                             (Dollars in Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                              For the Quarter Ended          For the Six Months Ended
                                                                    June 30,                         June 30,
                                                             2003              2002          2003              2002
                                                             ----              ----          ----              ----
                                                          (Restated)                      (Restated)
<S>                                                       <C>               <C>           <C>               <C>
Net sales                                                 $ 48,501          $ 48,550      $ 92,166          $ 91,140
Cost of goods sold                                          36,583            35,996        71,611            69,465
Depreciation, depletion and amortization                     3,882             4,171         7,935             7,732
Selling, general & administrative                            8,137             4,416        11,825             9,232
                                                          --------          --------      --------          --------
        Operating income (loss)                               (101)            3,967           795             4,711
Interest expense                                             8,373             7,906        16,376            16,098
Other income, net, including interest income                  (275)             (390)         (484)             (698)
                                                          --------          --------      --------          --------
        Income (loss) before income taxes                   (8,199)           (3,549)      (15,097)          (10,689)
Benefit for income taxes                                    18,516            (1,296)       14,690            (6,290)
                                                          --------          --------      --------          --------
        Net (loss) from continuing operations             $(26,715)         $ (2,253)     $(29,787)         $ (4,399)
                                                          --------          --------      --------          --------
Income (loss) from operations of discontinued
operations, less applicable income taxes of $421, $350,       (335)            4,867        (9,013)           (1,890)
$896, and $1,079
Cumulative effect of change in accounting principle,
less applicable income taxes of $0, $0, $191, and $6,117        --                --          (335)            8,621
                                                          --------          --------      --------          --------
        Net income (loss)                                 $(27,050)         $  2,614      $(38,465)         $(14,910)
                                                          ========          ========      ========          ========
</TABLE>




                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                      Accumulated Other
                                                                                    Comprehensive Loss
                                                  Additional            Loans to  Unrealized   Minimum                Total
                                        Common     Paid-In   Retained   Related    Loss on     Pension             Stockholder's
                                         Stock     Capital   Deficit     Party    Derivatives Liability    Total     Equity
                                       ---------   -------  ---------   ------      -------    --------   -------    ---------
<S>                                    <C>         <C>       <C>       <C>          <C>        <C>          <C>       <C>
Balance December 31, 2001              $           $81,377   $(30,604) $(1,434)     $  (499)   $    (14)    $(513)    $ 48,826


Comprehensive income, net of income
taxes:
   Net loss                                                   (14,910)                                                 (14,910)
   Unrealized holding gain on derivatives                                              (257)                 (257)        (257)
                                                                                                                     ---------
      Total comprehensive loss                                                                                         (15,167)
Loans to related party                                                      58                                              58
                                       ---------   -------  ---------  -------      -------    --------   -------    ---------
Balance June 30, 2002                  $      --   $81,377   $(45,514) $(1,376)     $  (756)   $    (14)   $ (770)    $ 33,717
                                       =========   =======  =========  =======      =======    ========   =======    =========


Balance December 31, 2002              $           $81,377  $(129,207) $(1,360)     $(1,095)   $ (4,164)  $(5,259)    $(54,449)


Comprehensive income, net of income
taxes:
   Net loss (Restated)                                        (38,465)                                                 (38,465)
   Unrealized holding gain on derivatives                                               103                   103         103
                                                                                                                     ---------
      Total comprehensive loss (Restated)                                                                              (38,362)
Loans to related party                                                     (17)                                            (17)
                                       ---------   -------  ---------  -------      -------    --------   -------    ---------
Balance June 30, 2003 (Restated)       $      --   $81,377  $(167,672) $(1,377)     $  (992)   $ (4,164)  $(5,156)   $ (92,828)
                                       =========   =======  =========  =======      =======    ========   =======    =========
</TABLE>

        The accompanying notes are an integral part of these statements.



                                       4
<PAGE>


              BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                             For the Six Months Ended
                                                                                     June 30,
                                                                              2003              2002
                                                                              ----              ----
                                                                           (Restated)
Cash flows from operating activities:
<S>                                                                         <C>               <C>
   Net loss                                                                 $ (38,465)        $ (14,910)
   Adjustments to reconcile net (loss) to cash flows from operations:
      Depreciation, depletion and amortization                                 13,070            14,178
      Debt issuance amortization                                                  946               893
      Deferred income taxes                                                    18,081          (12,138)
      Disposal of property, plant and equipment (gain) loss                        (1)              (67)
      Third-party products liability claims                                    (2,035)               --
      Cumulative effect of change in accounting principle                        (526)           14,738
      Other                                                                     2,252              (441)
      Changes in assets and liabilities:
            Trade receivables                                                  (4,020)           (9,944)
            Non-trade receivables                                              (3,047)             (196)
            Payable to parent                                                       1               (58)
            Inventories                                                        (1,487)           (1,447)
            Prepaid expenses and other current assets                          (1,355)             (159)
            Accounts payable and accrued liabilities                            4,682             3,107
            Accrued interest                                                     (132)              (38)
            Income taxes                                                          (65)             (156)
                                                                             --------          --------
                  Net cash used for operating activities                     (12,101)            (6,638)

Cash flows from investing activities:
      Capital expenditures                                                    (3,468)           (6,994)
      Proceeds from sale of property, plant and equipment                          25               264
      Loans to related party                                                      (17)               58
                                                                             --------          --------
                  Net cash used for investing activities                       (3,460)           (6,672)

Cash flows from financing activities:
      Decrease in book overdraft                                                1,285               (69)
      Issuance of long-term debt                                               15,236                --
      Repayment of long-term debt                                              (6,290)           (5,393)
      Net revolver credit agreement facility                                    8,200            17,350
      Financing fees                                                             (804)               --
      Principal payments on capital lease obligations                            (510)             (420)
                                                                             --------          --------
                  Net cash provided by financing activities                    17,117            11,468

                  Net increase (decrease) in cash                               1,556           (1,842)

Cash and cash equivalents, beginning of period                                  1,330             2,493
Cash and cash equivalents, ending of period                                 $   2,886         $     651

Schedule of noncash financing activities:
Assets acquired by entering into capital lease obligations                  $     194         $     955
</TABLE>

        The accompanying notes are an integral part of these statements.


                                       5
<PAGE>

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


1.  Restatement

During  the  final  review  and  preparation  of  the  2003  year-end  financial
statements, Better Minerals & Aggregates Company (the "Company") determined that
there was a need to provide a full valuation  allowance against its net deferred
tax assets due to the  uncertainty  of the future  utilization  of net operating
losses,  alternative  minimum tax credit carry  forwards and other  deferred tax
assets.  An assessment of the  realizability of these deferred tax assets should
have been  performed in connection  with the  classification  of the  aggregates
business as held for sale in the second  quarter of 2003. The sale was completed
in the third quarter of 2003. The change has been reported through a restatement
of previously recorded amounts in the consolidated financial statements.

The net result of the change was to reduce  deferred tax assets by $19.7 million
($2.9  million  current and $16.8  million  noncurrent),  increase  the retained
deficit by $19.7  million,  increase  the income tax  provision  for  continuing
operations,  the net loss  for  continuing  operations  and the net loss for the
three and six months ended June 30, 2003 by $19.7 million in each.

2.  Accounting Policies

The unaudited interim condensed consolidated financial statements of 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  2002  Annual  Report on Form 10-K for the year ended
December 31, 2002 (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.

Assuming the current  revolving credit facility  continues to be its only source
of external  working  capital,  the Company  does not believe  that it will have
sufficient liquidity to make the $9.75 million interest payment due on September
15, 2003 with respect to its senior subordinated notes. The Company is currently
in  discussions  with a financial  institution  for a new asset based  revolving
credit  facility that it believes will provide working capital for the remaining
business and sufficient proceeds to repay the remaining $14.6 million of tranche
C term debt under the existing senior secured credit  agreement,  canceling that
agreement  (including the related  revolving credit  facility),  and to make the
senior subordinated notes interest payment on schedule.

These financial statements have been prepared on the assumption that the Company
will continue to operate as a going concern,  although no assurance can be given
in that  regard.  If the Company  were  unable to  continue as a going  concern,
assets and liabilities would likely require significant adjustments.

3.  Discontinued Operations

On  April  10,  2003,  the  Company  signed  an  agreement  for the  sale of its
aggregates  business,  Better Materials  Corporation,  to a subsidiary of Hanson
Building Materials America,  Inc.  ("Hanson"),  the proceeds from which would be
used  to  reduce  outstanding  indebtedness  under  the  senior  secured  credit
agreement.  On July 18, 2003, the Company  completed the sale,  receiving  total
cash consideration of $158.3 million before fees and expenses. Proceeds have not
been  reduced for the effect of a $2.0 million  non-interest-bearing  contingent
note payable to Hanson that will be forgiven  when certain  post-closing  zoning
and permit  objectives are achieved.  The Company believes  achievement of these
objectives  will be  reached  within  the  five-year  term of the note  payable.
Proceeds  from  the  sale are less  than  originally  anticipated  due to a $3.0
million  purchase  price  reduction,  reflecting  an estimate of the damages and
losses  caused  by an  incident  that  occurred  on June 25,  2003 at one of the
operating  sites  included  in the sale.  While the Company  believes  that some
portion of this loss will be recoverable under its insurance policies,  there is
no guarantee that it will receive any reimbursement from the claim.


                                       6
<PAGE>

As a result of the sale, the financial  statements have been restated to reflect
discontinued  operations.  Sales from discontinued operations were $28.7 million
and  $35.8  million  for  the  three  months  ended  June  30,  2003  and  2002,
respectively  and $40.1  million and $49.3 million for the six months ended June
30, 2003 and 2002,  respectively.  Income  (loss)  before income taxes for these
operations  were $2.0 million loss and $4.0 million  income for the three months
ended  June 30,  2003 and 2002,  respectively  and $12.5  million  loss and $4.4
million  loss for the six  months  ended June 30,  2003 and 2002,  respectively.
Significant  categories of assets and liabilities from  discontinued  operations
are included in the following table:

                                             June 30,      December 31,
  (In thousands)                               2003            2002
                                               ----            ----
  Accounts receivable                         $20,287         $18,551
  Inventories                                  16,165          14,776
  Property, plant, and equipment, net         169,373         170,000
  Other assets                                  7,411           6,224
                                             --------        --------
     Total assets                             213,236         209,551
  Book overdraft                                2,053             956
  Accounts payable and accrued liabilities      9,532           7,778
  Deferred income taxes                        44,158          43,919
  Other liabilities                             6,620           8,534
                                             --------        --------
     Total liabilities                         62,363          61,187
                                             --------        --------
     Net assets                              $150,873        $148,364
                                             ========        ========

4.  Inventories

At June 30, 2003 and December 31, 2002, inventory consisted of the following:

                                                       June 30,   December 31,
  (In thousands)                                         2003         2002
                                                         ----         ----
  Supplies (net of $89 and $98 obsolescence reserve)   $ 9,614       $ 9,448
  Raw materials and work in process                      3,721         3,852
  Finished goods                                         3,869         3,806
                                                       -------       -------
                                                       $17,204       $17,106
                                                       =======       =======

5.  Segment Information

The Company formerly operated in the industrial minerals and aggregates business
segments  which are more  fully  described  in the Form  10-K.  As a result of a
decision by the board of  directors  to dispose of the  aggregates  segment,  as
discussed above, the financial statements have been prepared with the aggregates
segment presented as discontinued operations.  Accordingly,  segment information
is no longer applicable.

6.  Impact of Recent Accounting Standards

Effective January 1, 2003, the Company adopted Statement of Financial Accounting
Standards No. 143 (FAS 143),  Accounting for Asset Retirement  Obligations.  FAS
143 establishes  accounting and reporting  standards for obligations  associated
with the  retirement  of tangible  long-lived  assets.  Previously,  the Company
provided for this  obligation as described in Note 2.j. in the Form 10-K and, as
a result,  recognized a $335,000  gain,  net of income  taxes of $191,000,  as a
cumulative effect of a change in accounting  principle as of January 1, 2003. As
of June 30,  2003,  the Company  reported a liability  of $6.9  million in other
noncurrent  liabilities  related to this obligation.  As of January 1, 2003, the
liability  was $8.6  million,  which  included  $1.9 million  from  discontinued
operations.  The liability  was increased by $211,000 in additional  expense for
the six months ended June 30, 2003.

Effective January 1, 2002 the Company adopted Statement of Financial  Accounting
Standards  No. 142 (FAS 142),  Goodwill  and Other  Intangible  Assets.  FAS 142
eliminates  goodwill  amortization  and  requires  an  evaluation  of  potential
goodwill impairment upon adoption,  as well as subsequent annual valuations,  or
more frequently if circumstances indicate a possible impairment. Adoption of FAS
142  eliminated  annual  goodwill  amortization  expense of  approximately  $1.2
million.

The adoption of FAS 142 resulted in goodwill impairment of $8.6 million,  net of
income taxes of $6.1  million,  and  represents  the  elimination  of the entire
amount of goodwill  previously reported on the balance sheet. In accordance with
FAS 142,  this amount has been  recorded as a  cumulative  effect of  accounting
change as of the beginning of the 2002. The Company has performed its assessment

                                       7
<PAGE>
of  goodwill  and other  intangible  assets by  comparing  the fair value of the
aggregates segment, which has been determined to be the only reporting unit that
had  goodwill,  to its net book value in accordance  with the  provisions of FAS
142. The Company has estimated the fair value of the reporting unit based upon a
combination of several valuation methods including residual income,  replacement
cost and market  approaches,  giving  appropriate  weighting  to such methods in
arriving at an estimate of fair value.  The  Company's  equity is not subject to
market quotations.

7.  Contingencies

The Company's principal operating subsidiary,  U.S. Silica Company, was named as
a defendant in an estimated  14,990 new product  liability  claims filed between
January 1, 2003 and June 30, 2003,  as compared to 1,235  claims  filed  between
January 1, 2002 and June 30,  2002.  During the six month  period ended June 30,
2003, new claims filed by state were 11,989 claims in Mississippi,  1,986 claims
in Texas, 730 claims in Louisiana, 217 claims in Ohio, 67 claims in Pennsylvania
and 1 claim in Indiana.  U.S.  Silica was named as a defendant in 5,100  similar
claims in 2002, with 3,100 of these claims filed in November and December, 2002.
Total open claims as of June 30, 2003 were an estimated 21,742 as compared to an
estimated  7,141 open claims as of December 31, 2002 and an estimated 3,505 open
claims as of June 30,2002.  Almost all of the claims pending against U.S. Silica
arise out of the  alleged use of U.S.  Silica  products  in  foundries  or as an
abrasive  blast  media  and  have  been  filed  against  it and  numerous  other
defendants.

The plaintiffs,  who allege that they are employees or former  employees of U.S.
Silica's  customers,  claim that its silica  products were  defective or that it
acted  negligently in selling its silica products without a warning,  or with an
inadequate  warning.  The plaintiffs further claim that these alleged defects or
negligent actions caused them to suffer injuries and sustain damages as a result
of exposure to its products.  In almost all cases,  the injuries  alleged by the
plaintiffs  are  silicosis  or "mixed  dust  disease,"  a claim that  allows the
plaintiffs to pursue litigation  against the sellers of both crystalline  silica
and other  minerals.  There are no pending  claims of this nature against any of
the Company's other subsidiaries.

ITT Industries,  Inc., successor to a former owner of U.S. Silica, has agreed to
indemnify U.S. Silica for third party  silicosis  claims  (including  litigation
expenses) filed against it prior to September 12, 2005 alleging exposure to U.S.
Silica products for the period prior to September 12, 1985, to the extent of the
alleged  exposure  prior to that date.  This  indemnity  is subject to an annual
deductible  of  $275,000,  which is  cumulative  and  subject  to  carry-forward
adjustments.  The Company fully accrued this deductible on a present value basis
when it acquired  U.S.  Silica.  As of December 31, 2002 and 2001,  this accrual
amounted to $1.9 million and $1.8 million, respectively. Pennsylvania Glass Sand
Corporation,  predecessor  to U.S.  Silica,  was a named  insured  on  insurance
policies  issued to ITT Industries for the period April 1, 1974 to September 12,
1985 and to U.S. Borax (another former owner) for the period  September 12, 1985
to December 31, 1985. To date,  U.S.  Silica has not sought coverage under these
policies.  However,  as a named  insured,  it believes that coverage under these
policies  will be available to it.  Ottawa Silica  Company (a  predecessor  that
merged into U.S. Silica in 1987) had insurance  coverage on an occurrence  basis
prior to July 1, 1985.

It is likely that U.S.  Silica  will  continue  to have  silica-related  product
liability  claims filed against it, including claims that allege silica exposure
for periods after January 1, 1986. The Company cannot guarantee that the current
indemnity  agreement with ITT Industries (which currently expires in 2005 and in
any event only covers alleged  exposure to certain U.S.  Silica products for the
period prior to September 12, 1985), or potential  insurance coverage (which, in
any event,  only  covers  periods  prior to January 1, 1986) will be adequate to
cover any amount for which U.S.  Silica may be found  liable in such suits.  Any
such  claims  or  inadequacies  of the ITT  Industries  indemnity  or  insurance
coverage could have a material adverse effect in future periods on the Company's
consolidated  financial  position,  results of operations or cash flows, if such
developments occur.

In the past, U.S. Silica recorded amounts for product  liability claims based on
estimates  of its  portion of the cost to be incurred  for all  pending  product
liability  claims  and  estimates  based  on the  value of an  incurred  but not
reported  liability for unknown claims for exposures that occurred  before 1976,
when it began warning its customers and their employees of the health effects of
crystalline  silica.  Estimated  amounts  recorded  were  net  of  any  expected
recoveries from insurance policies or the ITT Industries indemnity.  The amounts
recorded  for product  liability  claims  were  estimates,  which were  reviewed
periodically by management and legal counsel and adjusted to reflect  additional
information when available.  As the rate of claims filed against the Company and
others in the  industry  increased in 2002,  U.S.  Silica  determined  it was no
longer sufficient for management to solely estimate the product liability claims
that might be filed  against the  Company,  and it retained  the  services of an
independent  actuary to estimate the number and costs of unresolved  current and
future silica related product  liability  claims that might be asserted  against
it.


                                       8
<PAGE>

The  actuary  relied  on  generally  accepted  actuarial  methodologies  and  on
information  provided by U.S. Silica,  including the history of reported claims,
insurance  coverages  and  indemnity  protections  available  to it  from  third
parties,  the quantity of sand sold by market and by year  through  December 31,
2002,  recent court rulings  addressing the liability of sellers of silica sand,
and other reports,  articles and records publicly  available that discuss silica
related  health risks,  to estimate a range of the number and severity of claims
that could be filed against the company over the next 50 years, the period found
by the actuary to be reasonably  estimable.  The variables used to determine the
estimate  were  further  analyzed and  multiple  iterations  were modeled by the
actuary to calculate a range of expected outcomes.

As  previously  discussed,  U.S.  Silica has  available  to it several  forms of
potential  recovery to offset a portion of these costs in the form of  insurance
coverage and the ITT Industries  indemnity.  As part of the overall  study,  the
actuary also estimated the amount recoverable from these sources,  assuming that
all primary and excess  insurance  coverage  and the ITT  indemnity is valid and
fully  collectible and also based on the timing of current and new claims filed,
the alleged  exposure  periods and the portion of the  exposure  that would fall
within an insured or indemnified exposure period.

Following  the  adverse  developments  during  2002,  especially  in the  fourth
quarter, and based on the study performed by the actuary, U.S. Silica recorded a
pre-tax  charge  related  to  silica  claims  of $23.7  million  in 2002 for the
estimated undiscounted gross costs, including defense costs, after consideration
of recoveries  under the ITT indemnity and  insurance,  that it expects to incur
over the next 50 years  through  the end of 2052.  This  resulted in a long term
liability of $69.2 million related to third party product liability claims and a
non-current  asset  of  $40.9  million  for  probable  insurance  and  indemnity
recoveries  at December 31, 2002.  The pre-tax  charge in 2001 for silica claims
was $2.1  million and the net  liability  recorded at December 31, 2001 was $4.6
million.

No additional charges to income were recorded in the six month period ended June
30, 2003.  However,  due to the  uncertainty  of the outcome of the petition for
review filed with the Texas  Supreme  Court in the  Tompkins  case (see Part II,
Item 1, Legal Proceedings in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2003),  U.S. Silica has increased the amount of
both the long term  liability for third party product  liability  claims and the
non-current asset for probable  insurance and indemnity  recoveries each by $6.0
million. In addition,  it paid $6.3 million in defense and settlement costs, and
invoiced ITT Industries $4.2 million under the terms of the indemnity  agreement
with them resulting in retained losses to us of $2.1 million in the period.  For
the  comparable  six-month  period  ended June 30,  2002,  the Company paid $0.9
million in defense and  settlement  costs,  and  invoiced  ITT  Industries  $0.7
million, resulting in retained losses to the Company of $0.2 million.

The balance in the long term liability for third party product  liability claims
was $68.9 million at June 30, 2003 and non-current asset for probable  insurance
and indemnity recoveries was $42.6 million as of that date.

On an annual basis,  the actuary has calculated that U.S.  Silica's cash portion
of  the  retained  losses  (reflecting  any  insurance  coverage  and  indemnity
payments)  over the next 15 years would  average $1.4 million per year,  ranging
from $0.7  million to $2.0  million in any year.  On  average,  U.S.  Silica has
incurred  approximately  $1.0  million per year in  retained  losses in 2001 and
2002.

The process of estimating and recording  amounts for product liability claims is
imprecise and based on a variety of assumptions, some of which, while reasonable
at the time,  may prove to be  inaccurate.  The  actuary's  report is based to a
large extent on the assumption that U.S.  Silica's past experience is predictive
of  future  experience.  Unanticipated  changes  in  factors  such  as  judicial
decisions,  future legal judgments  against U.S.  Silica,  legislative  actions,
claims  consciousness,   claims  management,  claims  settlement  practices  and
economic conditions make these estimates subject to a greater than normal degree
of uncertainty that could cause the silica-related  liabilities and insurance or
indemnity recoveries to be greater or less than those projected and recorded.

Given the inherent  uncertainty in making future projections,  U.S. Silica plans
to have  these  projections  periodically  updated  based on its  actual  claims
experience and other relevant factors such as changes in the judicial system and
legislative actions.

The exposure of persons to silica and the  accompanying  health risks have been,
and will continue to be, a significant issue confronting the industrial minerals
industry and the industrial minerals segment.  Concerns over silicosis and other
potential  adverse  health  effects,  as well as  concerns  regarding  potential
liability  arising from the use of silica,  may have the effect of  discouraging
U.S.  Silica's  customers' use of its silica  products.  The actual or perceived
health risks of mining,  processing  and handling  silica could  materially  and
adversely affect silica producers, including U.S. Silica, through reduced use of
silica products, the threat of product liability or employee lawsuits, increased
levels of scrutiny by federal and state  regulatory  authorities of U.S.  Silica
and its customers or reduced financing sources available to the silica industry.


                                       9
<PAGE>
8.  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 Senior  Subordinated
Notes 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  inconsequential  subsidiaries)  and  have  jointly  and  severally
guaranteed the Company's  obligations under the 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.

9. Debt Covenants

As discussed in Note 2, on July 18, 2003, the Company  completed its sale of the
aggregates segment.  Net proceeds from the sale, after deducting $4.9 million in
fees,  expenses  and  interest on the senior  secured  term  loans,  were $153.4
million,  which were used to permanently  reduce and eliminate the tranche A and
tranche B term loans under the senior secured credit agreement,  totaling $107.9
million in the  aggregate,  and $45.5 million of the $50.0 million  available to
the Company under the revolving credit facility,  including $5.5 million in cash
collateral for  outstanding  letters of credit,  as required by the terms of the
senior secured credit agreement.  After taking into effect the remaining letters
of credit that reduces the amount  available to the Company  under the revolving
credit facility,  the Company had $1.3 million  available for its immediate use.
Outstanding  letters of credit  include $3.4 million that still  support  surety
requirements of Better Materials Corporation, the divested subsidiary, that will
be cancelled when Hanson provides substitute  collateral in place of the letters
of credit.  When that  substitution  occurs,  assuming  the  Company  obtains an
amendment or waiver with respect to the current default under the senior secured
credit  agreement as  described  below,  the full $4.5 million of the  remaining
working capital revolver will be available for Company use for general corporate
purposes. After taking into account these permanent reductions of debt under the
senior secured credit agreement, the Company had approximately $164.6 million of
long-term  debt   outstanding,   consisting  of   approximately   $14.6  million
outstanding  under the  tranche C term loan  under  the  senior  secured  credit
agreement and $150 million of 13% senior subordinated notes due 2009.

Assuming the current  revolving credit facility  continues to be its only source
of external  working  capital,  the Company  does not believe  that it will have
sufficient liquidity to make the $9.75 million interest payment due on September
15, 2003 with respect to its senior subordinated notes. The Company is currently
in  discussions  with a financial  institution  for a new asset based  revolving
credit  facility that it believes will provide working capital for the remaining
business and sufficient proceeds to repay the remaining $14.6 million of tranche
C term debt under the existing senior secured credit  agreement,  canceling that
agreement  (including the related  revolving credit  facility),  and to make the
senior subordinated notes interest payment on schedule.

In addition to the above,  as of June 30, 2003 the Company was not in compliance
with the financial  covenants of the senior secured credit  agreement as amended
on April 17, 2003,  and  accordingly  it is in default under the senior  secured
credit  agreement,  and its lenders could prevent  further  borrowings and could
declare all amounts borrowed under the senior secured credit agreement  together
with accrued interest,  immediately due and payable. Accordingly, if the Company
does not  replace  the senior  secured  credit  agreement  with a new  financing
arrangement as previously noted,  even if it does generate  sufficient cash flow
to meet the $9.75 million  interest  payment due on September 15, 2003, it could
be a)  prevented  from  making  further  borrowings  and  required  to repay all
outstanding  borrowings  and/or b) prevented  from making that interest  payment
until it either amends the senior secured credit agreement, or receives a waiver
from its senior  secured  lenders.  Similarly,  if the  lenders  accelerate  the
repayment of borrowings under the senior secured credit  agreement,  the Company
would be in default  under the  indenture  relating  to the senior  subordinated
notes and, if the default is not cured within 10 days after notice thereof,  the
bondholders  could  declare the  principal of and accrued  interest on the notes
immediately  due and payable.  In the event this debt becomes due and payable it
is unlikely  that the Company  will be able to repay the amounts due and payable
and it,  therefore,  could be required  to sell  assets to generate  cash or the
lenders under the senior secured credit agreement could foreclose on the pledged
stock of its  subsidiaries  and on the assets in which they have been  granted a
security interest.  While the Company has obtained  amendments and waivers under
the senior secured credit agreement in the past, there is no assurance that this
amendment  or  waiver  will be  granted  or that it  would be  granted  on terms
satisfactory to the Company.

                                       10
<PAGE>

These financial statements have been prepared on the assumption that the Company
will continue to operate as a going concern,  although no assurance can be given
in that  regard.  If the Company  were  unable to  continue as a going  concern,
assets and liabilities would likely require significant adjustments.


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  on Form  10-Q,  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,
2002.  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 are a holding company
that conducts substantially all our operations through our subsidiaries. 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. We operate a network of 16 production facilities in 14 states.

     This  Quarterly  Report on Form 10-Q/A for the quarterly  period ended June
30, 2003 is being filed for the purpose of restating  the  financial  statements
for the  quarter  and the six months  ended June 30,  2003  contained  in Item 1
hereof to reflect a write-off  of all of our net  deferred tax assets due to the
uncertainty  of  the  future   utilization  of  our  net  operating  losses  and
alternative  minimum tax credit  carry  forwards.  A valuation  of these  assets
should  have  been  performed  in  connection  with  the  classification  of our
aggregates business as an asset held for sale in the second quarter.  Except for
related changes to Items 1, 2 and 4 hereof,  no other  modifications  or changes
have been made to our Form 10-Q for the quarterly  period ended June 30, 2003 as
originally filed or the exhibits filed therewith.

     On April 10, 2003,  we signed an agreement  for the sale of our  aggregates
business,  Better  Materials  Corporation,  to a subsidiary  of Hanson  Building
Materials  America,  Inc.  ("Hanson"),  the proceeds from which would be used to
reduce outstanding  indebtedness  under our senior secured credit agreement.  On
July 18, 2003,  we completed the sale,  receiving  total cash  consideration  of
$158.3 million before fees and expenses.  Proceeds have not been reduced for the
effect of a $2.0 million non-interest-bearing  contingent note payable to Hanson
that will be forgiven when certain post-closing zoning and permit objectives are
achieved.  We believe achievement of these objectives will be reached within the
five-year  term of the note  payable.  The current and  historical  results from
operations  of our  aggregates  business  are  being  reported  as  discontinued
operations,  net of all applicable  taxes,  in our  management's  discussion and
analysis that follows, and the financial statements included in this report have
been restated accordingly.

     These  financial  statements  have been prepared on the assumption that the
Company will continue to operate as a going  concern,  although no assurance can
be given in that  regard.  If the  Company  were  unable to  continue as a going
concern, assets and liabilities would likely require significant adjustments.


Critical Accounting Policies

     In our opinion,  we do not have any  individual  accounting  policy that is
critical  to  the  preparation  of  our  financial  statements.  Also,  in  many
instances,  we must use an  accounting  policy or method  because it is the only
policy or method permitted under accounting principles generally accepted in the
United States.  However,  certain accounting  policies are more important to the
reporting of the Company's  financial position and results of operations.  These
policies are  discussed in  "Management's  Discussion  and Analysis of Financial
Condition  and Results of  Operations  - Critical  Accounting  Policies"  in our
Annual Report on Form 10-K for the year ended December 31, 2002.

                                       11
<PAGE>

Three Months Ended June 30, 2003 Compared with Three Months Ended June 30, 2002

     Sales.  Sales were $48.5  million in both the three  months  ended June 30,
2003 and the three months ended June 30, 2002. Increased shipments totaling $1.1
million to the oil & gas-fracturing,  glass,  building products and recreational
market  segments  were offset by a $1.1  million  reduction  in shipments to the
foundry and fillers and extenders market segments. Transportation revenue, which
is provided as a service to our  customers but has no gross margin impact to us,
increased by $0.2 million.

     Cost of Goods Sold. Cost of goods sold increased $0.6 million,  or 1.7%, to
$36.6  million in the three months ended June 30, 2003 from $36.0 million in the
three months ended June 30,  2002,  primarily on a $0.9 million  increase in the
price of drier fuel and a $0.2 million increase in customer transportation costs
(as noted  previously  in Sales  comments),  partially  offset by a $0.1 million
reduction  in  the  purchase  price  of  power,  and  other  miscellaneous  cost
reductions.

     Depreciation,  Depletion  and  Amortization.  Depreciation,  depletion  and
amortization  decreased  $0.3  million,  or 7.1%,  to $3.9  million in the three
months  ended June 30, 2003 from $4.2 million in the three months ended June 30,
2002  as  several  capital  assets  have  become  fully  depreciated  without  a
corresponding reinvestment.

     Selling,  General and Administrative.  Selling,  general and administrative
expenses  increased $3.7 million,  or 84.1%, to $8.1 million in the three months
ended June 30, 2003 from $4.4  million in the three  months ended June 30, 2002.
The increase in selling,  general and administrative  expenses was primarily due
to accrued  separation  expenses of $3.1 million for our former Chief  Executive
Officer,  $1.0 million in transaction  fees and expenses  related to the sale of
Better Materials  Corporation and other  inflationary cost increases,  partially
offset by a $0.6 million  decrease in the costs recorded for silica  litigation.
Changes in silica litigation accruals and expense will be made periodically when
we update or revise the third party studies that estimate our future exposure to
third party products liability  litigation.  See "Significant  Factors Affecting
Our Business - Silica Health Risks and  Litigation  May Have a Material  Adverse
Effect on Our  Business"  included  elsewhere in this  Quarterly  Report on Form
10-Q.

     Operating Loss. Operating loss incurred for the three months ended June 30,
2003 was $0.1  million as compared to  operating  income of $4.0  million in the
three months ended June 30, 2002 as a result of the factors noted earlier.

     Interest Expense. Interest expense increased $0.5 million, or 6.3%, to $8.4
million in the three  months  ended June 30, 2003 from $7.9 million in the three
months  ended June 30, 2002 due  primarily to an increase in the total amount of
our debt.

     Provision for Income Taxes. The income tax expense on continuing operations
for the three  months  ended June 30, 2003 gives no effect for current  year tax
benefits  of losses as these  were  concluded  to not be likely of  realization.
Additionally,  the tax  provision  reflects the  provision  of a full  valuation
allowance  to write off all of our net  deferred  tax assets that existed at the
time we signed  the  agreement  to sell our  aggregates  business  in the second
quarter due to the  uncertainty  of the future  utilization of our net operating
losses,  alternative minimum tax carry forwards and other deferred tax assets as
a  consequence  of such  sale.

     Net Loss From Continuing  Operations.  Net loss from continuing  operations
increased  $24.4  million to $26.7  million for the three  months ended June 30,
2003,  from a net loss of $2.3  million for the three months ended June 30, 2002
as a result of the factors noted earlier.

     Income/Loss from Operations of Discontinued  Operations.  Net loss from our
discontinued  aggregates  business  segment was $0.3 million in the three months
ended  June 30,  2003 as  compared  to net  income of $4.9  million in the three
months ended June 30, 2002,  due primarily to a 44% reduction in asphalt  volume
shipped.

     Net Loss. Net loss for the three month period ended June 30, 2003 was $27.1
million as  compared to net income of $2.6  million  for the three month  period
ended June 30, 2002 as a result of the factors noted earlier.

Six Months Ended June 30, 2003 Compared with Six Months Ended June 30, 2002

     Sales.  Sales increased $1.1 million,  or 1.2%, to $92.2 million in the six
months  ended June 30, 2003 from $91.1  million in the six months ended June 30,
2002.  Increased  shipments  totaling $3.2 million to the oil &  gas-fracturing,
glass,  building products and recreational market segments were partially offset
by $1.5 million in reduced  shipments  to the foundry and fillers and  extenders
market segments.  Transportation  revenue, which is provided as a service to our
customers but has no gross margin impact to us, increased by $0.2 million.

                                       12
<PAGE>

     Cost of Goods Sold. Cost of goods sold increased $2.1 million,  or 3.0%, to
$71.6  million in the six months  ended June 30, 2003 from $69.5  million in the
six months ended June 30, 2002,  primarily  from a $1.9 million  increase in the
price of drier fuel, a $0.2 million  increase in general  insurance costs, and a
$0.2 million increase in customer  transportation  costs (as noted previously in
Sales comments),  partially  offset by miscellaneous  cost reductions at various
operating sites.

     Depreciation,  Depletion  and  Amortization.  Depreciation,  depletion  and
amortization  increased $0.2 million, or 2.6%, to $7.9 million in the six months
ended June 30, 2003 from $7.7 million in the six months ended June 30, 2002.

     Selling,  General and Administrative.  Selling,  general and administrative
expenses  increased $2.6 million,  or 28.3%,  to $11.8 million in the six months
ended June 30, 2003 from $9.2 million in the six months ended June 30, 2002. The
increase in selling,  general and  administrative  expenses was primarily due to
accrued  separation  expenses  of $3.1  million for our former  Chief  Executive
Officer,  $1.3 million in transaction  fees and expenses  related to the sale of
Better Materials  Corporation and other  inflationary cost increases,  partially
offset  by a $0.4  million  decrease  in bad debt  accruals  and a $1.2  million
decrease  in the  costs  recorded  for  silica  litigation.  Changes  in  silica
litigation  accruals  and expense  will be made  periodically  when we update or
revise the third party studies that estimate our future  exposure to third party
products liability litigation. See "Significant Factors Affecting Our Business -
Silica Health Risks and  Litigation  May Have a Material  Adverse  Effect on Our
Business" included elsewhere in this Quarterly Report on Form 10-Q.

     Operating  Income.  Operating income for the six months ended June 30, 2003
was $0.8 million as compared to operating income of $4.7 million incurred in the
six months ended June 30, 2002 as a result of the factors noted earlier.

     Interest  Expense.  Interest  expense  increased $0.3 million,  or 1.9%, to
$16.4  million in the six months  ended June 30, 2003 from $16.1  million in the
six months ended June 30, 2002 due  primarily to an increase in the total amount
of our debt.

     Provision for Income Taxes. The income tax expense on continuing operations
for the six months  ended June 30,  2003  gives no effect for  current  year tax
benefits  of losses as these  were  concluded  to not be likely of  realization.
Additionally,  the tax  provision  reflects the  provision  of a full  valuation
allowance  to write off all of our net  deferred  tax assets that existed at the
time we signed  the  agreement  to sell our  aggregates  business  in the second
quarter due to the  uncertainty  of the future  utilization of our net operating
losses,  alternative minimum tax carry forwards and other deferred tax assets as
a  consequence  of such  sale.

     Net Loss From Continuing  Operations.  Net loss from continuing  operations
increased  $5.7 million to $10.1 million for the six months ended June 30, 2003,
from a net loss of $4.4  million  for the six months  ended  June 30,  2002 as a
result of the factors noted earlier.

     Loss/Income from Operations of Discontinued  Operations.  Net loss from our
discontinued  aggregates  business  segment  was $9.0  million in the six months
ended June 30, 2003 as compared to a net loss of $1.9  million in the six months
ended June 30, 2002, due primarily to a 44% reduction in asphalt volume shipped.

     Cumulative Effect of Change in Accounting for Asset Retirement Obligations.
Under Statement of Financial  Accounting  Standards  Number 143,  Accounting for
Asset  Retirement  Obligations,  new standards were developed to account for the
obligation  incurred  by the  Company for the  ultimate  retirement  of tangible
long-lived assets. Upon adoption of this accounting standard, we recorded a $0.3
million after tax credit in the six month period ended June 30, 2003.

     Under Statement of Financial Accounting Standards No. 142, we were required
to perform an asset impairment test on all goodwill  recorded on our books as of
January 1, 2002. The result of the impairment test was a complete  write-down of
the $14.7  million of goodwill  recorded as an asset as of January 1, 2002.  The
$8.6  million  expense  recorded in the six months ended June 30, 2002 is net of
applicable income taxes of $6.1 million.

     Net Loss.  Net loss for the six month  period ended June 30, 2003 was $18.8
million as  compared  to a net loss of $14.9  million  for the six month  period
ended June 30, 2002 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  expenditure  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


                                       13
<PAGE>
of funds from our  subsidiaries to meet our debt service and other  obligations,
and have  historically  met our  liquidity  and  capital  investment  needs with
internally  generated funds  supplemented  from time to time by borrowings under
our  revolving  credit  facility.  Conversely,  we have funded our  acquisitions
through  borrowings and equity  investments.  Our total debt as of June 30, 2003
was $311.3 million and our total stockholder's deficit as of that date was $73.1
million,  giving  us  total  debt  representing   approximately  131%  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 including our discontinued aggregates
business was $12.1  million for the six months  ended June 30, 2003  compared to
$6.6  million for the six months  ended June 30,  2002.  Cash used by  operating
activities  increased  $5.5  million in 2003 due  primarily  to $7.1  million in
decreased earnings at our discontinued operating segment,  partially offset by a
$3.1 million improvement in accounts receivable.

     Net cash used for  investing  activities  decreased  $3.2  million  to $3.5
million  for the period  ended June 30,  2003 from $6.7  million  for the period
ended June 30,  2002.  This  decrease  primarily  resulted  from a $3.5  million
decrease in capital expenditures.

     Cash flow  provided by financing  activities  was $17.1 million for the six
months ended June 30, 2003 as compared to $11.5 million for the six months ended
June  30,  2002.  The  $5.6  million  increase  in cash  provided  by  financing
activities  relates to a $15.2 million increase in long-term debt (the tranche C
term loan  facility  referred to below) in the six months  ended June 30,  2003,
which was partially  offset by a decrease in the net revolver  credit  agreement
facility of $9.2 million.

     Interest  payments  on our 13%  senior  subordinated  notes due 2009  ($150
million  outstanding  as of  June  30,  2003),  which  are  unconditionally  and
irrevocably  guaranteed,   jointly  and  severally,  by  each  of  our  domestic
subsidiaries,  debt service under the remaining  amounts  outstanding  under our
senior  secured credit  agreement  described  below,  working  capital,  capital
expenditures and mine development expenditures, incurred in the normal course of
business as current  deposits are depleted,  represent  our current  significant
liquidity requirements.

     Under our senior  secured  credit  agreement,  as of June 30, 2003,  we had
$19.35 million outstanding under the tranche A term loan facility; $88.5 million
outstanding under the tranche B term loan facility;  and $14.6 million under the
second lien tranche C term loan  facility  that matures in  September  2007.  In
addition,  this  credit  agreement  provides us with a $50.0  million  revolving
credit  facility.  The revolving  credit  facility was partially drawn for $38.0
million as of June 30,  2003,  and $8.6  million  was  allocated  for letters of
credit,  leaving  $3.4  million  available  for  our use as of  that  date.  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
collateralized  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 interest
rate  provisions,  certain  restrictions  that it  imposes  upon us and  certain
quarterly and annual 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, 2002.

     On April 10, 2003,  we signed an agreement  for the sale of our  aggregates
business, Better Materials Corporation, to Hanson, the proceeds from which would
be used to reduce  outstanding  indebtedness  under our  senior  secured  credit
agreement.  On July 18,  2003,  we  completed  the sale,  receiving  total  cash
consideration of $158.3 million before fees and expenses. Proceeds have not been
reduced for the effect of a $2.0 million  non-interest-bearing  contingent  note
payable to Hanson that will be forgiven  when  certain  post-closing  zoning and
permit objectives are achieved.  We believe achievement of these objectives will
be reached within the five-year term of the note payable. Proceeds from the sale
are less than we originally  anticipated  due to a $3.0 million  purchase  price
reduction,  reflecting  an  estimate  of the  damages  and  losses  caused by an
incident that occurred on June 25, 2003 at one of the operating  sites  included
in the sale. While we believe that some portion of this loss will be recoverable
under our  insurance  policies,  there is no guarantee  that we will receive any
reimbursement from the claim.

     Net proceeds from the sale, after deducting $4.9 million in fees,  expenses
and interest on our senior secured term loans,  were $153.4 million,  which were
used to permanently  reduce and eliminate our tranche A and tranche B term loans
under our  senior  secured  credit  agreement,  totaling  $107.9  million in the
aggregate,  and $45.5  million of the $50.0  million  available  to us under the
revolving  credit  facility,  including  $5.5  million  in cash  collateral  for
outstanding  letters of credit,  as required by the terms of our senior  secured
credit agreement.  After taking into effect the remaining letters of credit that
reduces the amount available to us under the revolving  credit facility,  we had
$1.3 million available for our immediate use. Our outstanding  letters of credit
include $3.4 million that still support surety  requirements of Better Materials
Corporation,  our  divested  subsidiary,  that  will be  cancelled  when  Hanson
provides  substitute  collateral  in place of our  letters of credit.  When that


                                       14
<PAGE>
substitution  occurs,  assuming we obtain an amendment or waiver with respect to
the current  default  under our senior  secured  credit  agreement  as described
below,  the full $4.5 million of the remaining  working capital revolver will be
available for our use for general corporate purposes.  After taking into account
these permanent reductions of debt under our senior secured credit agreement, we
had approximately  $164.6 million of long-term debt  outstanding,  consisting of
approximately  $14.6 million outstanding under our tranche C term loan under the
senior  secured  credit  agreement  and $150 million of 13% senior  subordinated
notes due 2009.  Projected  cash interest  expense on our debt is  approximately
$21.0 million over the next 12 months.

     Based on our  current  projections  of the  remaining  industrial  minerals
business,  we believe  that we will  generate  sufficient  cash flow to meet our
operating  requirements over the next 12 months.  However,  assuming our current
revolving  credit facility  continues to be our only source of external  working
capital,  we do not believe that we will have  sufficient  liquidity to make the
$9.75  million  interest  payment due on September  15, 2003 with respect to our
senior  subordinated  notes.  We are currently in  discussions  with a financial
institution for a new asset based revolving credit facility that we believe will
provide  working capital for our remaining  business and sufficient  proceeds to
repay the  remaining  $14.6  million of  tranche C term debt under the  existing
senior secured credit agreement, canceling that agreement (including the related
revolving credit facility),  and to make the senior  subordinated notes interest
payment on schedule.  While we are reasonably  confident that we will be able to
obtain this new source of financing, we cannot guarantee that we will be able to
do so on  terms  satisfactory  to  us,  in a  timely  manner  (including  by the
September 15, 2003 interest payment due) or at all.

     In  addition to the above,  as of June 30,  2003 we were not in  compliance
with the financial  covenants of the senior secured credit  agreement as amended
on April 17, 2003,  and  accordingly  we are in default under the senior secured
credit  agreement,  and our lenders could prevent  further  borrowings and could
declare all amounts borrowed under the senior secured credit agreement  together
with accrued  interest,  immediately  due and payable.  Even though after taking
into account the proceeds from the sale of Better Materials,  we would have been
in compliance with these financial covenants if the sale had occurred as of June
30, 2003, that does not cure the actual default as of that date. Accordingly, if
we do not replace  the senior  secured  credit  agreement  with a new  financing
arrangement as previously noted, even if we do generate  sufficient cash flow to
meet the $9.75 million  interest  payment due on September 15, 2003, we could be
a)  prevented  from  making  further   borrowings  and  required  to  repay  all
outstanding  borrowings  and/or b) prevented  from making that interest  payment
until we either amend the senior secured credit  agreement,  or receive a waiver
from our senior  secured  lenders.  Similarly,  if the  lenders  accelerate  the
repayment of borrowings under the senior secured credit  agreement,  we would be
in default under the indenture relating to our senior subordinated notes and, if
the default is not cured within 10 days after notice  thereof,  the  bondholders
could declare the principal of and accrued interest on the notes immediately due
and payable.  In the event this debt becomes due and payable it is unlikely that
we will be able to repay the amounts due and payable and we, therefore, could be
required to sell assets to generate cash or the lenders under our senior secured
credit agreement could foreclose on the pledged stock of our subsidiaries and on
the assets in which they have been  granted a security  interest.  While we have
obtained amendments and waivers under the senior secured credit agreement in the
past,  there is no  assurance  that this  amendment or waiver will be granted or
that it would be granted on terms satisfactory to us.

     Capital  expenditures  decreased  $3.5  million to $3.5  million in the six
months  ended June 30, 2003 from $7.0  million in the six months  ended June 30,
2002. Our expected  capital  expenditure and mine  development  requirements for
2003 are $8.0 million.

     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
principal and interest on our debts and meet our other obligations.  As a result
of the  completion of the sale of our  aggregates  business,  our cash flow from
operations are dependent on the results of our industrial  minerals segment.  We
believe that based on current levels of operations from our industrial  minerals
business, cash flow will be adequate for at least the next twelve months to meet
operating  requirements.  As  discussed  above,  however,  assuming  our current
revolving  credit facility  continues to be our only source of external  working
capital,  we do not believe that we will have  sufficient  liquidity to make the
$9.75  million  interest  payment due on September  15, 2003 with respect to our
senior  subordinated  notes.  There can be no assurance  that our business  will
generate  sufficient cash flow from operations or that future borrowings will be
available under the revolving  credit facility or other credit  facilities 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, including the notes, 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,
or at all.


                                       15
<PAGE>
Significant Factors Affecting Our Business

     Our  Annual  Report  on Form  10-K for the year  ended  December  31,  2002
contains a description  of some of the more  significant  factors  affecting our
business under "Management's  Discussion and Analysis of Financial Condition and
Results of  Operations  -  Significant  Factors  Affecting  Our  Business".  The
following is an update to these significant factors.

     Silica Health Risks and  Litigation  May Have a Material  Adverse Effect on
Our Business. The inhalation of respirable crystalline silica is associated with
several  adverse  health  effects.  First,  it has been known since at least the
1930s that  prolonged  inhalation  of  respirable  crystalline  silica can cause
silicosis,  an occupational disease  characterized by fibrosis,  or scarring, of
the lungs.  Second,  since the  mid-1980s,  the  carcinogenicity  of crystalline
silica has been at issue and the subject of much debate and  research.  In 1987,
the International Agency for Research on Cancer, or IARC, an agency of the World
Health  Organization,   classified   crystalline  silica  as  a  probable  human
carcinogen.  In 1996, a working  group of IARC voted to  reclassify  crystalline
silica as a known human  carcinogen.  On May 15, 2000,  the National  Toxicology
Program,  part of the Department of Health and Human Services,  issued its Ninth
Report on Carcinogens,  which reclassified  crystalline silica (respirable size)
from its previous  classification as "a reasonably anticipated carcinogen" to "a
known human  carcinogen."  Third,  the disease  silicosis is associated  with an
increased risk of tuberculosis.  Finally, there is recent evidence of a possible
association  between crystalline silica exposure or silicosis and other diseases
such as immune system disorders, end-stage renal disease and chronic obstructive
pulmonary disease.

     One of our  subsidiaries,  U.S.  Silica,  was  named as a  defendant  in an
estimated 14,490 new product  liability claims filed between January 1, 2003 and
June 30, 2003, as compared to an estimated 1,235 claims filed between January 1,
2002 and June 30, 2002.  During the six month  period  ended June 30, 2003,  new
claims  filed  by state  were  11,989  claims  in  Mississippi,  730  claims  in
Louisiana,  1,986 claims in Texas, 217 claims in Ohio, 67 claims in Pennsylvania
and 1 claim in Indiana.  U.S.  Silica was named as a defendant in 5,100  similar
claims in 2002, with 3,100 of these claims filed in November and December, 2002.
Total open claims as of June 30, 2003 were an estimated  21,742,  as compared to
an estimated  7,141 open claims as of December  31, 2002 and an estimated  3,505
open claims as of June 30, 2002.  Almost all of the claims pending  against U.S.
Silica arise out of the alleged use of U.S.  Silica  products in foundries or as
an  abrasive  blast  media and have been  filed  against us and  numerous  other
defendants.

     The plaintiffs,  who allege that they are employees or former  employees of
our  customers,  claim that our silica  products were defective or that we acted
negligently  in  selling  our  silica  products  without a  warning,  or with an
inadequate  warning.  The plaintiffs further claim that these alleged defects or
negligent actions caused them to suffer injuries and sustain damages as a result
of exposure to our products.  In almost all cases,  the injuries  alleged by the
plaintiffs  are  silicosis  or "mixed  dust  disease,"  a claim that  allows the
plaintiffs to pursue litigation  against the sellers of both crystalline  silica
and other  minerals.  There are no pending  claims of this nature against any of
our other subsidiaries.

     ITT  Industries,  Inc.,  successor  to a former owner of U.S.  Silica,  has
agreed to indemnify  U.S.  Silica for third party  silicosis  claims  (including
litigation  expenses)  filed  against it prior to  September  12, 2005  alleging
exposure to U.S.  Silica products for the period prior to September 12, 1985, to
the extent of the alleged exposure prior to that date. This indemnity is subject
to an  annual  deductible  of  $275,000,  which is  cumulative  and  subject  to
carry-forward  adjustments.  The Company  fully  accrued  this  deductible  on a
present  value basis when it acquired U.S.  Silica.  As of December 31, 2002 and
2001,  this  accrual  amounted to $1.9 million and $1.8  million,  respectively.
Pennsylvania  Glass Sand  Corporation,  predecessor to U.S. Silica,  was a named
insured on insurance  policies  issued to ITT Industries for the period April 1,
1974 to September  12, 1985 and to U.S.  Borax  (another  former  owner) for the
period  September  12, 1985 to December  31, 1985.  To date,  we have not sought
coverage under these  policies.  However,  as a named  insured,  we believe that
coverage  under these policies will be available to us. Ottawa Silica Company (a
predecessor  that merged into U.S. Silica in 1987) had insurance  coverage on an
occurrence basis prior to July 1, 1985.

     It is likely that we will continue to have silica-related product liability
claims  filed  against us,  including  claims that allege  silica  exposure  for
periods after January 1, 1986. We cannot  guarantee  that our current  indemnity
agreement with ITT Industries  (which currently expires in 2005 and in any event
only covers  alleged  exposure to certain  U.S.  Silica  products for the period
prior to September 12, 1985), or potential  insurance  coverage  (which,  in any
event,  only covers  periods prior to January 1, 1986) will be adequate to cover
any amount for which we may be found  liable in such  suits.  Any such claims or
inadequacies of the ITT Industries  indemnity or insurance coverage could have a
material  adverse  effect  in  future  periods  on  our  consolidated  financial
position, results of operations or cash flows, if such developments occur.

     In the past,  we recorded  amounts for product  liability  claims  based on
estimates  of our  portion of the cost to be incurred  for all  pending  product
liability  claims  and  estimates  based  on the  value of an  incurred  but not
reported  liability for unknown claims for exposures that occurred  before 1976,
when we began warning our customers and their employees of the health effects of


                                       16
<PAGE>
crystalline  silica.  Estimated  amounts  recorded  were  net  of  any  expected
recoveries from insurance policies or the ITT Industries indemnity.  The amounts
recorded  for product  liability  claims  were  estimates,  which were  reviewed
periodically by management and legal counsel and adjusted to reflect  additional
information when available.  As the rate of claims filed against the company and
others  in the  industry  increased  in 2002,  we  determined  it was no  longer
sufficient for management to solely estimate the product  liability  claims that
might  be  filed  against  the  company,  and we  retained  the  services  of an
independent  actuary to estimate the number and costs of unresolved  current and
future silica related product  liability  claims that might be asserted  against
us.

     The actuary relied on generally  accepted  actuarial  methodologies  and on
information provided by us, including the history of reported claims,  insurance
coverages  and indemnity  protections  available to us from third  parties,  the
quantity of sand sold by market and by year through  December  31, 2002,  recent
court  rulings  addressing  the  liability of sellers of silica sand,  and other
reports,  articles and records  publicly  available  that discuss silica related
health  risks,  to  estimate a range of the number and  severity  of claims that
could be filed  against the company over the next 50 years,  the period found by
the actuary to be  reasonably  estimable.  The  variables  used to determine the
estimate  were  further  analyzed and  multiple  iterations  were modeled by our
actuary to calculate a range of expected outcomes.

     As previously discussed, we have available to us several forms of potential
recovery  to offset a portion of these costs in the form of  insurance  coverage
and the ITT Industries indemnity. As part of the overall study, our actuary also
estimated the amount  recoverable from these sources,  assuming that all primary
and  excess  insurance  coverage  and the  ITT  indemnity  is  valid  and  fully
collectible  and also based on the timing of current and new claims  filed,  the
alleged  exposure periods and the portion of the exposure that would fall within
an insured or indemnified exposure period.

     Following the adverse  developments  during 2002,  especially in the fourth
quarter,  and based on the study performed by our actuary, we recorded a pre-tax
charge  related  to silica  claims of $23.7  million  in 2002 for the  estimated
undiscounted  gross costs,  including  defense  costs,  after  consideration  of
recoveries  under the ITT indemnity and insurance,  that we expect to incur over
the  next 50  years  through  the end of  2052.  This  resulted  in a long  term
liability of $69.2 million related to third party product liability claims and a
non-current  asset  of  $40.9  million  for  probable  insurance  and  indemnity
recoveries  at December 31, 2002.  The pre-tax  charge in 2001 for silica claims
was $2.1  million and the net  liability  recorded at December 31, 2001 was $4.6
million.

     No additional charges to income were recorded in the six month period ended
June 30, 2003.  However,  due to the  uncertainty of the outcome of the petition
for review filed with the Texas Supreme Court in the Tompkins case (see Part II,
Item 1, Legal Proceedings in our Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2003), we have increased the amount of both the long term
liability for third party product liability claims and the non-current asset for
probable insurance and indemnity  recoveries each by $6.0 million.  In addition,
we paid $6.3  million in defense and  settlement  costs in the six month  period
ended June 30, 2003, and invoiced ITT Industries $4.2 million under the terms of
the indemnity  agreement  with them  resulting in retained  losses to us of $2.1
million in the six months  ended June 30,  2003.  For the  comparable  six month
period ended June 30, 2002 we paid $0.9 million in defense and settlement costs,
and invoiced ITT Industries $0.7 million,  resulting in retained losses to us of
$0.2 million.

     The amount  recorded for the long term  liability  for third party  product
liability  claims was $68.9 million at June 30, 2003 and the  non-current  asset
for probable  insurance  and indemnity  recoveries  was $42.6 million as of that
date.

     On an annual basis, our actuary has calculated that our cash portion of the
retained losses (reflecting any insurance coverage and indemnity  payments) over
the next 15 years would average $1.4 million per year, ranging from $0.7 million
to $2.0 million in any year.  On average,  we have incurred  approximately  $1.0
million per year in retained losses in 2001 and 2002.

     The process of  estimating  and  recording  amounts  for product  liability
claims is imprecise and based on a variety of assumptions,  some of which, while
reasonable at the time,  may prove to be  inaccurate.  Our  actuary's  report is
based to a large extent on the assumption that our past experience is predictive
of  future  experience.  Unanticipated  changes  in  factors  such  as  judicial
decisions,  future  legal  judgments  against us,  legislative  actions,  claims
consciousness,  claims  management,  claims  settlement  practices  and economic
conditions  make these  estimates  subject to a greater  than  normal  degree of
uncertainty  that could cause the  silica-related  liabilities  and insurance or
indemnity recoveries to be greater or less than those projected and recorded.

     Given the inherent  uncertainty  in making future  projections,  we plan to
have  these  projections   periodically  updated  based  on  our  actual  claims
experience and other relevant factors such as changes in the judicial system and
legislative actions.

                                       17
<PAGE>
     The  exposure of persons to silica and the  accompanying  health risks have
been, and will continue to be, a significant  issue  confronting  the industrial
minerals industry and our industrial  minerals segment.  Concerns over silicosis
and other  potential  adverse  health  effects,  as well as  concerns  regarding
potential  liability  arising  from the use of  silica,  may have the  effect of
discouraging our customers' use of our silica products.  The actual or perceived
health risks of mining,  processing  and handling  silica could  materially  and
adversely affect silica  producers,  including us, through reduced use of silica
products, the threat of product liability or employee lawsuits, increased levels
of scrutiny by federal and state regulatory  authorities of us and our customers
or reduced financing sources available to the silica industry.


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) the competitive
nature of the industrial  minerals industry;  (5) operating risks typical of the
industrial  minerals industry;  (6) fluctuations in prices for, and availability
of,  transportation,  power, petroleum based products and other energy products;
(7)  unfavorable  weather  conditions;  (8)  regulatory  compliance,   including
compliance with  environmental  and silica exposure  regulations,  by us and our
customers;  (9)  litigation  affecting  our  customers;  (10) product  liability
litigation by our customers'  employees  affecting us, including the adequacy of
indemnity and insurance  coverage and of the reserves we have recorded  relating
to current and future  litigation;  (11)  changes in the demand for our products
due to the availability of substitutes for products of our customers; (12) labor
unrest;  (13) interest rate changes and changes in financial markets  generally;
and (14) the  ability to obtain new  sources of  financing  to serve the working
capital needs of our remaining industrial minerals business.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     Information  regarding  our  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, 2002. This information has not changed materially in the
interim period since December 31, 2002.

Item 4. Controls and Procedures

     Based on their review and  evaluation,  as of June 30, 2003,  our principal
executive  officer and  principal  financial  officer  have  concluded  that our
disclosure  controls  and  procedures  (as defined in Rule  15d-15(e)  under the
Securities Exchange Act of 1934) were effective,  with the exception of the item
noted in the following  paragraph.  There was no change in our internal  control
over  financial  reporting (as defined in Rule  15d-15(f)  under the  Securities
Exchange  Act of 1934)  identified  in  connection  with the  evaluation  of our
disclosure  controls and procedures  referred to in the preceding  sentence that
occurred during our last fiscal quarter,  other than that addressed below,  that
has  materially  affected,  or is reasonably  likely to materially  affect,  our
internal control over financial reporting.

     During the final  review and  preparation  of the 2003  year-end  financial
statements,  we, along with our auditors,  PricewaterhouseCoopers  LLP, informed
the Audit  Committee that we had identified a material  weakness  related to our
interim period  reporting of deferred tax valuation  allowances which ultimately
resulted in our restatement of our interim consolidated financial statements and
the tax  provision  and  deferred  tax accounts for the quarter and year to date
periods ended June 30, 2003 and September 30, 2003.  Effective the first quarter
of 2004,  we  instituted  new  procedures  for  assessing  the  valuation of our
deferred  tax assets for interim  reporting  purposes to rectify  this  material
weakness  and to prevent  such an error from  occurring  in the future.  We have
discussed   our    corrective    actions   with   our   Audit    Committee   and
PricewaterhouseCoopers  LLP and, as of the date of this report,  we believe such
actions have corrected the identified material weakness.

                                       18
<PAGE>


                           PART II. OTHER INFORMATION

Item 3.  Defaults Upon Senior Securities

     The  disclosure  contained  in  the  tenth  paragraph  under  "Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operations
-Liquidity and Capital  Resources" is incorporated by reference into this Item 3
of this Quarterly Report on Form 10-Q.

Item 6.  Exhibits and Reports on Form 8-K

A. Exhibits

  EXHIBIT      EXHIBIT
  NUMBER


10      Separation  Agreement and General  Release dated as of June 24, 2003
        (effective June 30, 2003) between Roy D. Reeves and USS Holdings,  Inc.
        (Incorporated by reference from Exhibit 10 to our Current Report on
        Form 8-K dated July 18, 2003)

31.1    Certification of Chief Executive Officer Pursuant to Rule 15d-14(a)

31.2    Certification of Chief Financial Officer Pursuant to Rule 15d-14(a)

32.1    Statement of Chief Executive Officer Pursuant to Section 1350 of
        Chapter 63 of Title 18 of the United States Code.

32.2    Statement of Chief Financial Officer Pursuant to Section 1350 of
        Chapter 63 of Title 18 of the United States Code.


B. Reports on Form 8-K

A Current  Report on Form 8-K dated April 16, 2003 was filed with the Securities
and Exchange  Commission by us reporting  information under Item 5 (Other Events
and Required FD Disclosure).

A Current  Report on Form 8-K dated June 20, 2003 was filed with the  Securities
and Exchange Commission by us reporting  information under Item 9 (Regulation FD
Disclosure).



                                       19
<PAGE>


     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.

April 2, 2004      Better Minerals & Aggregates Company

                     By: /s/ Gary E. Bockrath
                          Name:Gary E. Bockrath
                          Title: Vice President and Chief Financial Officer


                                       20
<PAGE>

                                INDEX TO EXHIBITS

  EXHIBIT      EXHIBIT
  NUMBER

31.1    Certification of Chief Executive Officer Pursuant to Rule 15d-14(a)

31.2    Certification of Chief Financial Officer Pursuant to Rule 15d-14(a)

32.1    Statement of Chief Executive Officer Pursuant to Section 1350 of
        Chapter 63 of Title 18 of the United States Code.

32.2    Statement of Chief Financial Officer Pursuant to Section 1350 of
        Chapter 63 of Title 18 of the United States Code.





                                       21
<PAGE>


                                                                   Exhibit 31.1

                                  CERTIFICATION


I, John A. Ulizio, certify that:

1.   I have reviewed  this  quarterly  report on Form 10-Q/A of Better  Minerals
     & Aggregates Company;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  or caused  such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the end of the period covered by this report based on
          such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.




Date:      April 2, 2004                       /s/John A. Ulizio
                                                  John A. Ulizio
                                       President and Chief Executive Officer



                                       22
<PAGE>

                                                                   Exhibit 31.2

                                  CERTIFICATION


I, Gary E. Bockrath, certify that:

1.   I have reviewed  this  quarterly  report on Form 10-Q/A of Better  Minerals
     & Aggregates Company;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  or caused  such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the end of the period covered by this report based on
          such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.


Date:      April 2, 2004                     /s/Gary E. Bockrath
                                                Gary E. Bockrath
                                   Vice President and Chief Financial Officer



                                       23
<PAGE>

                                                                   Exhibit 32.1


                      STATEMENT OF CHIEF EXECUTIVE OFFICER

     In connection with the filing of the Quarterly  Report of Better Minerals &
Aggregates  Company (the "Company") on Form 10-Q for the quarterly  period ended
June 30, 2003 (the "Report"),  I, John A. Ulizio, the chief executive officer of
the  Company,  certify for the purpose of section 1350 of chapter 63 of title 18
of the United States Code that, to the best of my knowledge:

     (i) the Report fully complies with the requirements of section 15(d) of the
Securities Exchange Act of 1934; and

     (ii) the  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


April 2, 2004

                               by:  /S/   John A. Ulizio
                                    -------------------------------------
                                    John A. Ulizio
                                    President and Chief Executive
                                    Officer of
                                    Better Minerals & Aggregates Company






                                       24
<PAGE>




                                                                  Exhibit 32.2


                      STATEMENT OF CHIEF FINANCIAL OFFICER

     In connection with the filing of the Quarterly  Report of Better Minerals &
Aggregates  Company (the "Company") on Form 10-Q for the quarterly  period ended
June 30, 2003 (the "Report"),  I, Gary E. Bockrath,  the chief financial officer
of the  Company,  certify for the purpose of section 1350 of chapter 63 of title
18 of the United States Code that, to the best of my knowledge:

     (i) the Report fully complies with the requirements of section 15(d) of the
Securities Exchange Act of 1934; and

     (ii) the  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


April 2, 2004

                               By:  /S/    GARY E. BOCKRATH
                                    -------------------------------------
                                    Gary E. Bockrath
                                    Vice President and Chief Financial
                                    Officer of Better Minerals &
                                    Aggregates Company




                                       25