SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               __________________

                                    FORM 10-Q

(Mark One)
 [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the quarterly period ended March 31, 2004

                                       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 April 30, 2004
         -----                             --------------------------------

         Common Stock                      100 shares

<PAGE>

                      Better Minerals & Aggregates Company
                                 Form 10-Q Index


                                                                            Page
                                                                            ----
PART I.         FINANCIAL INFORMATION

Item 1.         Financial Statements

Condensed Consolidated Balance Sheets as of March 31, 2004 (unaudited)
and December 31, 2003....................................................      1
Condensed Consolidated Statements of Operations for the three months
ended March 31, 2004 and March 31, 2003 (unaudited)......................      3
Condensed Consolidated Statements of Stockholder's Equity for the three
months ended March 31, 2004 and March 31, 2003 (unaudited)...............      4
Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 2004 and March 31, 2003 (unaudited)......................      5
Notes to Condensed Consolidated Financial Statements.....................      6

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

Item 3.   Quantitative and Qualitative Disclosures About Market Risk.....     16

Item 4.   Controls and Procedures........................................     16

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings..............................................     17

Item 6.   Exhibits and Reports on Form 8-K...............................     17



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>
                                                                                                     March 31,      December 31,
                                                                                                        2004            2003
                                                                                                        ----            ----
                                                                                                    (Unaudited)
Assets
<S>                                                                                                      <C>              <C>
Current:
     Cash and cash equivalents                                                                           $  279           $   88
     Accounts receivable:
      Trade, less allowance for doubtful accounts of $1,251 and $1,199                                   29,868           26,785
      Other                                                                                               4,646            6,618
     Inventories                                                                                         17,207           17,221
     Prepaid expenses and other current assets                                                            5,091            5,073
     Income tax deposits                                                                                    422              468
                                                                                                        -------          -------
        Total current assets                                                                             57,513           56,253

Property, plant and equipment:
     Mining property                                                                                     20,418           20,418
     Mine development                                                                                     4,664            4,406
     Asset retirement cost                                                                                4,609
                                                                                                                           4,609
     Land                                                                                                15,990           16,227
     Land improvements                                                                                    3,990            3,990
     Buildings                                                                                           31,984           31,984
     Machinery and equipment                                                                            120,719          120,118
     Furniture and fixtures                                                                                 668              668
     Construction-in-progress                                                                             2,839            3,219
                                                                                                        -------          -------
                                                                                                        205,881          205,639
     Accumulated depletion, depreciation and amortization                                              (118,457)        (114,923)
                                                                                                        -------          -------
      Property, plant and equipment, net                                                                 87,424           90,716

Other noncurrent:
     Debt issuance costs                                                                                  5,926            6,198
     Insurance for third-party product liability claims                                                  76,533           76,876
     Other noncurrent assets                                                                              3,325            3,390
                                                                                                        -------          -------
        Total other noncurrent                                                                           85,784           86,464
                                                                                                        -------          -------
        Total assets                                                                                  $ 230,721        $ 233,433
                                                                                                        =======          =======
</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>
                                                                                                   March 31,        December 31,
                                                                                                     2004               2003
                                                                                                  (Unaudited)
Liabilities
<S>                                                                                                    <C>              <C>
Current:
     Book overdraft                                                                                    $  3,033         $  2,741
     Accounts payable                                                                                     9,368           11,266
     Accrued liabilities                                                                                 11,518           11,242
     Due to parent                                                                                        2,363            2,341
     Accrued interest                                                                                       842            5,787
     Short-term debt                                                                                     15,081            9,716
     Current portion of capital leases                                                                      240              244
     Current portion of long-term debt                                                                      275              275
                                                                                                        -------          -------
              Total current liabilities                                                                  42,720           43,612
Noncurrent liabilities:
     Obligations under capital lease                                                                        116              175
     Long-term debt, net of current portion                                                             150,341          150,601
     Third-party products liability claims                                                              107,668          108,095
     Other noncurrent liabilities                                                                        38,752           37,650
                                                                                                        -------          -------
              Total noncurrent liabilities                                                              296,877          296,521

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                                                                                    (1,365)          (1,360)
Retained deficit                                                                                       (186,300)        (184,129)
Accumulated other comprehensive (loss)                                                                   (2,588)          (2,588)
                                                                                                        -------          -------
              Total stockholder's equity                                                               (108,876)        (106,700)
                                                                                                        -------          -------
              Total liabilities and stockholder's equity                                               $230,721         $233,433
                                                                                                        =======          =======
</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 Three Months Ended
                                                                                March 31,
                                                                           2004           2003

<S>                                                                       <C>         <C>
Net sales                                                                 $ 44,788    $ 43,665
Cost of goods sold                                                          34,790      35,028
Depreciation, depletion and amortization                                     3,637       4,053
Selling, general and administrative                                          3,863       3,688
                                                                           -------     -------
     Operating income                                                        2,498         896

Interest expense                                                             5,463       8,003
Other income net, including interest income                                   (813)       (209)
                                                                           -------     -------
     Loss before income taxes                                               (2,152)     (6,898)

(Provision) benefit for income taxes                                           (28)      3,826
                                                                           -------     -------
     Net loss from continuing operations                                    (2,180)     (3,072)

Gain (loss) from operations of discontinued operations (less applicable          9      (8,677)
  Income taxes of $0 and $475)

Cumulative effect of change in accounting principle (less applicable
  Income taxes of $0 and $191)                                                 --          335
                                                                           -------     -------
     Net loss                                                             $ (2,171)   $(11,414)
                                                                           =======     =======
</TABLE>
        The accompanying notes are an integral part of these statements.


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

Comprehensive income, net of income
taxes:
   Net loss                                                    (11,414)                                                 (11,414)
   Unrealized holding gain on
     derivatives                                                                          5                      5            5
                                                                                                                      ---------
      Total comprehensive loss                                                                                          (11,409)
Loans to related party                                                         (2)                                           (2)
                                       -------     -------    --------    -------   -------     --------   -------    ---------
Balance March 31, 2003                 $  --       $81,377   $(140,621)   $(1,362)  $(1,090)    $(4,164)   $(5,254)   $ (65,860)
                                       =======     =======    ========    =======   =======     =======   =======     =========

Balance December 31, 2003              $  --       $81,377   $(184,129)   $(1,360)  $   --      $(2,588)   $(2,588)   $(106,700)

Comprehensive income, net of income
taxes:
   Net loss                                                     (2,171)                                                  (2,171)
                                                                                                                      ---------
      Total comprehensive loss                                                                                           (2,171)
Loans to related party                                                         (5)                                           (5)
                                       -------     -------    --------    -------   -------     --------   -------    ---------
Balance March 31, 2004                 $  --       $81,377   $(186,300)   $(1,365)  $   --      $(2,588)  $(2,588)    $(108,876)
                                       =======     =======    ========    =======   =======     =======   =======     =========
</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 Three Months Ended
                                                                                               March 31,
                                                                                         2004         2003
                                                                                         ----         ----
Cash flows from operating activities:
  <S>                                                                                  <C>          <C>
   Net loss                                                                            $ (2,171)    $(11,414)
   Adjustments to reconcile net (loss) to cash flows from operations:
      Depreciation, depletion and amortization                                            3,637        6,378
      Debt issuance amortization                                                            272          453
      Deferred income taxes                                                                  --       (3,611)
      Disposal of property, plant and equipment (gain) loss                                (716)          98
      Third-party products liability claims                                                 (84)        (486)
      Cumulative effect of change in accounting principle                                    --         (526)
      Other                                                                               1,063          670
      Changes in assets and liabilities, net of the effects from disposed company:
            Trade receivables                                                            (3,083)       4,256
            Non-trade receivables                                                         1,972          (98)
            Payable to parent                                                                22            5
            Inventories                                                                      14         (478)
            Prepaid expenses and other current assets                                       (18)        (776)
            Accounts payable and accrued liabilities                                     (1,622)       2,717
            Accrued interest                                                             (4,945)      (4,988)
            Income taxes                                                                     46          801
                                                                                        -------      -------
                  Net cash used for operating activities                                 (5,613)      (6,999)

Cash flows from investing activities:
      Capital expenditures                                                                 (478)      (3,326)
      Proceeds from sale of property, plant and equipment                                   953          314
      Loans to related party                                                                 (5)          (2)
                                                                                        -------      -------
                  Net cash provided (used) in investing activities                          470       (3,014)

Cash flows from financing activities:
      Increase (decrease) in book overdraft                                                 292       (1,436)
      Issuance of long-term debt                                                             --       15,014
      Repayment of long-term debt                                                          (260)      (2,965)
      Net change in revolving credit facility                                             5,365        1,000
      Financing fees                                                                         --         (804)
      Principal payments on capital lease obligations                                      (63)         (253)
                                                                                        -------      -------
                  Net cash provided by financing activities                               5,334       10,556

                  Net increase in cash                                                      191          543

Cash and cash equivalents, beginning of period                                               88        1,330
                                                                                        -------      -------
Cash and cash equivalents, end of period                                               $    279     $  1,873
                                                                                        =======      =======
</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.  Accounting Policies

The unaudited  interim  condensed  consolidated  financial  statements of Better
Minerals & Aggregates  Company (the  "Company") have been prepared in accordance
with the rules and regulations of the Securities and Exchange  Commission.  As a
result,  certain  information  and  footnote  disclosures  normally  included in
financial  statements  prepared in accordance with generally accepted accounting
principles  have been condensed or omitted.  In the opinion of  management,  the
statements  reflect all  adjustments  necessary for a fair  presentation  of the
results  of the  reported  interim  periods.  The  statements  should be read in
conjunction  with the  summary  accounting  policies  and  notes to the  audited
financial statements of the Company included in the Company's 2003 Annual Report
on Form 10-K for the year ended December 31, 2003 (the "Form 10-K").

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


2.  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").  On July 18, 2003,  the Company
completed  the sale,  receiving  total  cash  consideration  of  $158.3  million
including an estimated  adjustment  for changes in the closing  balance sheet of
the aggregates business.  Final cash consideration is subject to Hanson's review
and acceptance of the closing balance sheet which has been disputed by Hanson in
an amount  totaling  $3.2 million and final  proceeds may decrease by up to this
amount upon  completion  of that review.  Proceeds have not been reduced for the
effect of a $2.0 million contingent  liability to Hanson that will be eliminated
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 contingency.

As a result of the sale, the financial  statements have been restated to reflect
discontinued  operations.  Sales from discontinued operations were $11.4 million
for the three months ended March 31, 2003 while the loss before income taxes for
these operations was $9.2 million for the same period.


3.  Inventories

At March 31, 2004 and December 31, 2003, inventory consisted of the following:

                                                        March 31,   December 31,
  (In thousands)                                           2004         2003
                                                           ----         ----
  Supplies (net of $315 and $333 obsolescence reserve)   $ 9,490    $ 9,342
  Raw materials and work in process                        4,114      3,988
  Finished goods                                           3,603      3,891
                                                         -------    -------
                                                         $17,207    $17,221
                                                         =======    =======


4.  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 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.




                                       6
<PAGE>

5.  Contingencies

One of the Company's subsidiaries, U.S. Silica, has been named as a defendant in
an estimated 788 product  liability claims alleging silica exposure filed in the
period January 1,  2004 to March 31, 2004. U.S. Silica was named as defendant in
154 similar  claims filed in all of 1998, 497 filed in all of 1999, 610 filed in
all of 2000,  1,320 filed in all of 2001,  5,225 filed in all of 2002 and 19,214
filed in all of 2003. U.S. Silica has been named as a defendant in similar suits
since 1975. As of March 31,  2004, there were an estimated 25,398 silica-related
products  liability  claims  pending in which  U.S.  Silica is a  defendant,  as
compared to 25,000  claims  pending at December 31,  2003.  Almost of all of the
claims pending  against U.S.  Silica arose out of the alleged use of U.S. Silica
products in foundries  or as an abrasive  blast media and have been filed in the
states of Texas and Mississippi.

The  plaintiffs,  who allege that they are employees or former  employees of our
customers,  claim that the Company's  silica products were defective or that the
Company acted negligently in selling 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
the Company's 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 March 31, 2004 and December 31, 2003, this
accrual  amounted  to  $1.9  million.   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.  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.

On April 20,  2001, in an action pending in Beaumont,  Texas (Donald Tompkins et
al v. American  Optical  Corporation  et al), a jury rendered a verdict  against
Ottawa Silica Company and Pennsylvania  Glass Sand Corporation,  predecessors to
U. S. Silica, in the amount of $7.5 million in actual damages.  On June 1, 2001,
the trial judge  entered  judgment  on the  verdict  against U. S. Silica in the
amount of $5.928  million in actual  damages (the verdict of $7.5 million,  less
credits for other settlements),  $464,000 in prejudgment interest and $40,000 in
court costs. In addition, punitive damages were settled for $600,000.

In light of the  facts  entered  into  evidence  relating  to the  timing of the
exposure,  the Company  believes that the entire  judgment and settlement of the
Tompkins  action  are  covered  by a  combination  of  Ottawa  Silica  Company's
insurance  coverage and the current  indemnity  agreement of ITT Industries,  in
each case,  discussed  above.  After the judgment was entered by the trial judge
and upon the posting of a bond,  the Company  filed an  immediate  appeal to the
appropriate  appellate court in Texas,  which upheld the trial court's ruling. A
petition for review has been filed with the Texas Supreme Court.

Prior to 2002, the Company 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  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,  the Company  determined  it was no
longer sufficient for management to solely estimate the product liability claims
that might be filed against the Company,  and the Company  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 the Company.  In 2003,  the rate of new claims filed against the Company
and others in the industry  continued to increase  and the  independent  actuary
updated the  estimate of the number and costs of  unresolved  current and future
silica  related  product  liability  claims that might be  asserted  against the
Company.

The  actuary  relied  on  generally  accepted  actuarial  methodologies  and  on
information  provided by the Company,  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,
2003,  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


                                       7
<PAGE>

estimate  were  further  analyzed and  multiple  iterations  were modeled by the
actuary.

As previously  discussed,  the Company has available  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.

Based on the study  performed by the actuary and its  December 31,  2003 update,
the Company  recorded a pre-tax  charge related to silica claims of $5.9 million
and $23.7 million in 2003 and 2002,  respectively,  for  estimated  undiscounted
gross costs, including defense costs after consideration of recoveries under the
ITT indemnity and  insurance.  This resulted in a long term  liability of $101.2
million and $101.7 million related to third party product liability claims and a
non-current  asset of $70.1  million and $70.4  million for  probable  insurance
recoveries  at March 31, 2004 and December 31, 2003,  respectively.  Recognizing
the inherent  uncertainties  and numerous factors and assumptions which are used
to  develop  this  estimate  management  has  determined  that the  amount  is a
reasonable estimate when considering all relevant factors.

On an annual basis,  the actuary has calculated  that the Company's cash portion
of  the  retained  losses  (reflecting  any  insurance  coverage  and  indemnity
payments)  over the next 10 years would  average $2.1 million per year,  ranging
from $1.4 million to $2.3 million,  in any year.  In 2003 and 2002,  the Company
incurred approximately $3.2 million and $1.2 million,  respectively, in retained
cash losses.

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 the Company's past experience is predictive
of  future  experience.  Unanticipated  changes  in  factors  such  as  judicial
decisions,  future legal  judgments  against the Company,  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,  the Company plans
to have these projections periodically updated based on actual claims experience
and  other  relevant  factors  such  as  changes  in  the  judicial  system  and
legislative actions.

It is likely  that the Company  will  continue  to have  silica-related  product
liability  claims filed against it including claims that allege silica exposure.
The Company has recorded estimated  liabilities and recoveries under the current
ITT indemnity  agreement and an estimate of future  recoveries  under  insurance
policies after evaluating the legal  obligations and financial  viability of the
insurers and believes that such recoveries are probable. Increases in the number
of claims filed or costs associated with the  silica-related  claims will result
in the Company  further  increasing  its  liabilities  and could have a material
adverse effect on the Company's  financial  position,  results of operations and
cash flows, if such developments occur.


6.  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.



                                       8
<PAGE>

7. Debt Covenants

The Company was in compliance with its debt covenants at March 31, 2004.

8.  Income Taxes

In accordance with generally accepted accounting principles, it is the Company's
practice at the end of each interim  reporting  period to make its best estimate
of the effective  tax rate  expected to be applicable  for the full fiscal year.
Estimates are revised as additional information becomes available.

FAS 109 requires a valuation  allowance against deferred tax assets if, based on
the  available  evidence,  it is more  likely  than not that  some or all of the
deferred  tax assets  will not be  realized.  The Company  believes  significant
uncertainty  exists with respect to the future  utilization  of its net deferred
tax assets;  therefore,  the Company carried a valuation  allowance  relating to
such items of $83.7 million at March 31, 2004. The valuation  allowance recorded
at December 31, 2003 was $81.8 million.

9.  Pension and Post Retirement Benefits

Net periodic  pension benefit cost for the three months ended March 31, 2004 and
2003 was as follows:

                                                 March 31,        March 31,
  (In thousands)                                    2004            2003
                                                    ----            ----
  Service cost                                     $ 247            $ 323
  Interest cost                                    1,088            1,140
  Expected return on plan assets                  (1,059)          (1,209)
  Amortization of prior service cost                  43               43
  Amortization of net (gain) loss                    152               18
                                                   -----            -----
  Net periodic benefit cost                        $ 471            $ 315
                                                   =====            =====

Net  periodic  postretirement  benefit cost for the three months ended March 31,
2004 and 2003 was as follows:

                                                  March 31,        March 31,
  (In thousands)                                    2004            2003
                                                    ----             ----
  Service cost                                     $  75             $ 46
  Interest cost                                      342              267
  Expected return on plan assets                      (3)              (3)
  Amortization of net (gain) loss                     20              (12)
                                                   -----            -----
  Net periodic benefit cost                        $ 434            $ 298
                                                   =====            =====

Total  expected  employer  funding  contributions  during the fiscal year ending
December 31, 2004 are $1.1 million for the qualified plans, and $1.2 million for
the postretirement medical and life plans.

10.  Subsequent Event

On May 4, 2004 the Company  announced  that it had commenced a cash tender offer
for any and all of the $150.0 million  outstanding  principal  amount of its 13%
senior  subordinated  notes  due 2009 and a  consent  solicitation  to amend the
related note indenture. The consent solicitation will seek consents from holders
of the notes to eliminate  substantially all of the restrictive  covenants under
the note indenture.

The total consideration  offered in the tender offer and consent solicitation is
$800 per $1,000  principal  amount of the notes plus accrued and unpaid interest
to the payment  date of  approximately  $4 million  assuming  all holders of the
outstanding notes elect to tender.  The total  consideration  includes a consent
payment  of $10  per  $1,000  principal  amount  of the  notes  payable  only to
noteholders  tendering  their notes and providing  their consents on or prior to
5:00 p.m.  New York City time,  on May 17,  2004,  the  expiration  time for the
consent solicitation,  unless extended, or earlier terminated.  The tender offer
will  expire at 12:00  midnight,  New York  City  time,  on June 1, 2004  unless
extended or earlier terminated.  The Company will use the proceeds of borrowings
under a new $125  million  senior  secured  credit  facility  and, to the extent
necessary,  the proceeds of available  borrowings under its existing $30 million


                                       9
<PAGE>

revolving credit agreement to finance the tender offer and consent  solicitation
and related fees. Holders who tender their notes after the consent  solicitation
expiration date will not be entitled to receive the consent payment.

The tender  offer and consent  solicitation  are subject to several  conditions,
including the closing of the new senior secured credit facility, an amendment to
the  Company's  existing  revolving  credit  agreement,  the  tender of, and the
receipt of consents from holders of, a majority in aggregate principal amount of
the notes and other  customary  conditions.  The  Company  may amend,  extend or
terminate the tender offer and consent solicitation at its sole discretion.

The tender offer and consent  solicitation  are being made only pursuant to, and
subject  to the terms and  conditions  set forth in, the offer to  purchase  and
consent solicitation statement and related tender offer and consent solicitation
materials.

Depending on the principal amount of notes that are tendered and accepted by the
Company in the tender  offer,  the Company will  continue to have a  significant
amount of debt,  principally  constituting any remaining  notes,  borrowings and
fees  related to the new  senior  secured  financing  and  borrowings  under its
revolving  credit  agreement  with  Wachovia.  In  addition,  depending  on  the
principal  amount of notes that are tendered,  the Company may have minimal cash
on hand and a limited amount available to be borrowed under the revolving credit
agreement.  For  example,  assuming  100% of the  outstanding  notes are validly
tendered and accepted for  purchase by the  Company,  upon  consummation  of the
tender offer, the Company expects to have  approximately  $4.0 million available
to be borrowed under its revolving credit agreement.


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,
2003.  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 14 production facilities in 13 states.

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, 2003.

Three  Months  Ended March 31, 2004  Compared  with Three Months Ended March 31,
2003

     Sales. Sales increased $1.1 million, or 2.5%, to $44.8 million in the three
months  ended March 31, 2004 from $43.7  million in the three months ended March
31, 2003.

     Sales of industrial  minerals products increased $1.2 million,  or 3.3%, to
$37.7 million in the three months ended March 31, 2004 from $36.5 million in the
three  months  ended  March 31,  2003.  The primary  reason for the  increase in
industrial  minerals  product sales was  increased  shipments to the foundry and
filler and extender market segments,  partially offset by decreased shipments to
the flat glass and container glass market segments.

                                       10
<PAGE>

     Transportation  revenue,  which is the cost of transportation  borne by our
customers when we pay the costs on their behalf and are subsequently  reimbursed
by them,  decreased $0.1 million to $7.1 million in the three months ended March
31, 2004 from $7.2 million in the three months ended March 31, 2003.

     Cost of Goods  Sold.  Cost of goods sold  decreased  $0.2  million to $34.8
million in the three months ended March 31, 2004 from $35.0 million in the three
months ended March 31, 2003.

     Cost of goods sold, excluding the cost of transportation that is reimbursed
by our customers,  decreased $0.1 million,  to $27.7 million in the three months
ended  March 31,  2004 from $27.8  million in the three  months  ended March 31,
2003,  primarily  due to a $0.3  million  reduction  in the price of drier fuel,
partially offset by other inflationary factors including a $0.1 million increase
in general insurance premium costs.

     Transportation expense included in cost of goods sold, which is the cost of
transportation  for our  customer  shipments  when we pay  these  costs on their
behalf and are subsequently  reimbursed by them,  decreased $0.1 million to $7.0
million in the three  months ended March 31, 2004 from $7.1 million in the three
months ended March 31, 2003.

     Depreciation,  Depletion  and  Amortization.  Depreciation,  depletion  and
amortization  decreased  $0.4  million,  or 10.0%,  to $3.6 million in the three
months  ended March 31, 2004 from $4.0  million in the three  months ended March
31,  2003,  as several  plant  assets have become  fully  depreciated  without a
corresponding reinvestment.

     Selling,  General and Administrative.  Selling,  general and administrative
expenses  increased  $0.2 million,  or 5.4%, to $3.9 million in the three months
ended March 31, 2004 from $3.7  million in the three months ended March 31, 2003
due to normal inflationary factors.

     Operating  Income.  Operating income increased $1.6 million to $2.5 million
in the three  months  ended March 31, 2004 from $0.9 million in the three months
ended March 31, 2003 as a result of the factors noted earlier.

     Interest  Expense.  Interest expense  decreased $2.5 million,  or 31.3%, to
$5.5  million in the three  months ended March 31, 2004 from $8.0 million in the
three  months  ended March 31, 2003 due  primarily  to a reduction  in the total
amount of our debt as a result of the sale of our  aggregates  business in July,
2003.

     Other Income.  Other income  increased  $0.6 million to $0.8 million in the
three  months  ended March 31, 2004 from $0.2  million in the three months ended
March  31,  2003 as a result  of the gain on the sale of  excess  and idle  land
holdings.

     (Provision)  Benefit for Income Taxes. The income tax expense on continuing
operations  in the three months ended March 31, 2004 gives no effect for current
year tax benefits of losses as it was concluded  these losses were not likely to
be realized due to our cumulative net operating loss carry forwards. The benefit
for income taxes on  continuing  operations  in the three months ended March 31,
2003 was based on an estimated  annual  effective tax rate which  resulted in an
estimated effective tax rate of approximately 55%.

     Net Loss From Continuing  Operations.  Net loss from continuing  operations
decreased  $0.9  million to $2.2  million for the three  months  ended March 31,
2004,  from a net loss of $3.1 million for the three months ended March 31, 2003
as a result of the factors noted earlier.

     Gain (Loss) from  Operations of Discontinued  Operations.  The $8.7 million
loss from discontinued  operations  incurred in the three months ended March 31,
2003 reflects the seasonal losses from our aggregates business that was divested
in July of 2003.

     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 three month period ended March 31, 2003.

     Net Loss. Net loss for the three month period ended March 31, 2004 was $2.2
million as  compared to a net loss of $11.4  million for the three month  period
ended March 31, 2003 as a result of the factors noted earlier.



                                       11
<PAGE>

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
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
various revolving credit facilities. Conversely, we have funded our acquisitions
through borrowings and equity  investments.  Our total debt as of March 31, 2004
was  $166.1  million  and our total  stockholder's  deficit  as of that date was
$108.9 million,  giving us total debt representing  approximately  290% of total
capitalization.  Our debt level makes us more  vulnerable to economic  downturns
and adverse developments in our business.

     Net cash used by operating  activities was $5.6 million in the three months
ended  March  31,  2004 as  compared  to net cash used by  operating  activities
including  our  discontinued  aggregates  business of $7.0  million in the three
months ended March 31, 2003.  Cash used by operating  activities  decreased $1.4
million in the three  months  ended March 31, 2004 due  primarily  to  increased
earnings  partially  offset by an increase in working  capital at our continuing
operations.

     Net cash used for  investing  activities  decreased  $3.5  million  to $0.5
million generated from investing  activities in the three months ended March 31,
2004  from  $3.0  million  of  cash  used  for  investing  activities  including
investments in our  discontinued  aggregates  business in the three months ended
March 31, 2003. This decrease  resulted from a $2.8 million  decrease in capital
expenditures and a $0.6 million increase in the proceeds from the sale of excess
property, plant and equipment.

     Cash flow  provided by financing  activities  was $5.3 million in the three
months  ended March 31, 2004 as  compared to $10.6  million in cash  provided by
financing  activities in the three months ended March 31, 2003. There was a $5.3
million  increase  in short term debt in the three  months  ended March 31, 2004
consisting  solely of an increase in short term  borrowings  under our revolving
line of credit.  In the three month  period  ended March 31,  2003,  there was a
$15.0  million  increase in tranche C debt,  partially  offset by a $3.0 million
reduction  in tranche A and tranche B debt,  all a part of our  previous  senior
secured credit agreement with BNP Paribas that has since been retired.

     Interest  payments  on our 13%  senior  subordinated  notes due 2009  ($150
million  outstanding  as of March  31,  2004),  which  are  unconditionally  and
irrevocably  guaranteed,   jointly  and  severally,  by  each  of  our  domestic
subsidiaries, debt service under our revolving 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.

     On July 18,  2003,  we sold our  aggregates  business to Hanson,  receiving
total cash consideration of $158.3 million before fees and expenses including an
estimated  adjustment for changes in the closing balance sheet of our aggregates
business.  Final cash consideration is subject to Hanson's review and acceptance
of the  closing  balance  sheet  which has been  disputed by Hanson in an amount
totaling $3.2 million and final  proceeds may decrease by up to this amount upon
completion  of that review.  Proceeds  were not reduced for the effect of a $2.0
million  contingent  liability  to Hanson  that will be  eliminated  if  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
contingency.  Proceeds  from the sale were  reduced by 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 for the claim.

     Net proceeds at the time of the sale, after deducting $4.9 million in fees,
expenses and interest on our previously  outstanding  senior secured term loans,
were $154.8  million,  which were used to  permanently  reduce and eliminate our
tranche  A and  tranche B term  loans  under our  prior  senior  secured  credit
agreement,  totalling $107.9 million in the aggregate,  and $45.5 million of the
$50.0  million  available  to us under the related  revolving  credit  facility,
including $5.5 million in cash collateral for outstanding letters of credit.

     On September 12, 2003,  through our operating  subsidiary U. S. Silica,  we
completed a new $30.0 million,  asset-based  revolving line of credit  agreement
with  Wachovia  Bank,  National  Association  (Wachovia).   Proceeds  from  this
revolving credit  agreement were used to repay all remaining  amounts due under,
and terminate,  our previously  outstanding senior secured credit agreement with
BNP Paribas,  provide us with a $10.0  million line for letters of credit and to
fund our general liquidity needs.

     Under the terms of the revolving credit  agreement,  which expires June 30,
2008, we have pledged as security all of our personal property,  inventory,  and
accounts  receivable,  along with first mortgage liens on our Berkeley  Springs,


                                       12
<PAGE>

West Virginia,  Montpelier,  Virginia and Pacific,  Missouri plant operations as
collateral  for the  loan.  The  revolving  credit  agreement  includes  certain
conditions to  borrowings,  representations  and covenants,  including  required
minimum  fixed charge  coverage and maximum  leverage  covenant  ratios that are
measured quarterly,  other covenants that impose significant restrictions on us,
and certain events of default, including an event of default upon the occurrence
of a material  adverse  change.  Advances  under the new credit  agreement  bear
interest at either LIBOR plus 250 basis points,  or prime plus 125 basis points,
at our option.

     Monthly  borrowing  availability  (the  borrowing  base) is determined by a
formula,  taking into consideration  eligible accounts receivable and inventory,
reduced by any outstanding letters of credit and a pro-rata reduction for future
interest payments due with respect to our senior  subordinated  notes. Each day,
all cash receipts are automatically  applied as a reduction against any advances
made by  Wachovia  to us,  and,  subject  to the  satisfaction  or waiver of the
conditions to borrowing set forth in the revolving  credit  agreement,  Wachovia
will advance at our request new borrowings to meet our daily cash  requirements,
up to the amount  available under the borrowing  base. If the monthly  borrowing
base is less than the $30.0  million  total line of credit,  then, at Wachovia's
sole discretion,  advances in excess of the borrowing base may be made up to the
full amount of the $30.0 million line of credit.

     We were in  compliance  with  our debt  covenants  at March  31,  2004.  We
believe, based on our calendar year 2004 forecast, that we will be in compliance
with the covenants  contained in the revolving credit  agreement  throughout the
calendar year 2004.

     U.S.  Silica's   obligations  under  the  revolving  credit  agreement  are
unconditionally and irrevocably guaranteed, jointly and severally, by our parent
company, us and our domestic subsidiaries.

     As of March 31, 2004 our available  borrowing base was $29.8 million,  with
$15.1 million drawn as of that date,  and $9.7 million  allocated for letters of
credit,  including  $3.5 million in duplicate  letters of credit that are in the
process of being returned to BNP Paribas, leaving $5.0 million available for our
general  corporate use under this revolving credit  agreement.  As of this date,
our total debt outstanding was approximately  $166.1 million,  consisting of the
$15.1  million  drawn  under  the  revolver,   $150.0   million  of  13%  senior
subordinated  notes  due 2009 and  $1.0  million  in  miscellaneous  other  debt
including  capital  leases.  Projected  cash  interest  expense  on our  debt is
approximately $20.5 million over the next 12 months.

     Capital  expenditures  decreased  $2.8 million to $0.5 million in the three
months  ended March 31, 2004 from $3.3  million in the three  months ended March
31, 2003. Our expected capital expenditure and mine development requirements for
2004 are $10.0 million.

     Our  ability to  satisfy  our debt  obligations  and to pay  principal  and
interest on our debt, fund working capital,  mine  development  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,  many 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 in 2003,  our cash flow from
operations is dependent on the results of our industrial  minerals business.  We
believe that based on current levels of operations from our industrial  minerals
business and  anticipated  growth,  the cash flow from these  operations will be
adequate for at least the next twelve months to make required  interest payments
on our debt and meet operating requirements. There can be no assurance, however,
that our business will  generate  sufficient  cash flow from  operations or that
future  borrowings will be available under the revolving  credit agreement 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 senior subordinated 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.

Proposed Tender Offer and Consent Solicitation

     On May 4, 2004 we announced  that we had  commenced a cash tender offer for
any and all of the $150.0 million outstanding principal amount of our 13% senior
subordinated notes due 2009 and a consent solicitation to amend the related note
indenture. The consent solicitation will seek consents from holders of the notes
to  eliminate  substantially  all of the  restrictive  covenants  under the note
indenture.

     The  total   consideration   offered  in  the  tender   offer  and  consent
solicitation is $800 per $1,000  principal  amount of the notes plus accrued and
unpaid  interest to the payment date of  approximately  $4 million  assuming all
holders  of the  outstanding  notes  elect to  tender.  The total  consideration
includes  a consent  payment  of $10 per  $1,000  principal  amount of the notes
payable only to noteholders  tendering  their notes and providing their consents
on or prior to 5:00 p.m.  New York City time,  on May 17, 2004,  the  expiration


                                       13
<PAGE>

time for the consent solicitation,  unless extended, or earlier terminated.  The
tender offer will expire at 12:00 midnight,  New York City time, on June 1, 2004
unless  extended or earlier  terminated.  We will use the proceeds of borrowings
under a new $125  million  senior  secured  credit  facility  and, to the extent
necessary,  the proceeds of available  borrowings under our existing $30 million
revolving credit agreement to finance the tender offer and consent  solicitation
and related fees. Holders who tender their notes after the consent  solicitation
expiration date will not be entitled to receive the consent payment.

     The  tender  offer  and  consent   solicitation   are  subject  to  several
conditions,  including the closing of the new senior secured credit facility, an
amendment to our existing  revolving  credit  agreement,  the tender of, and the
receipt of consents from holders of, a majority in aggregate principal amount of
the notes and other customary conditions.  We may amend, extend or terminate the
tender offer and consent solicitation at our sole discretion.

     The tender offer and consent  solicitation are being made only pursuant to,
and subject to the terms and  conditions set forth in, the offer to purchase and
consent solicitation statement and related tender offer and consent solicitation
materials.

     Depending on the  principal  amount of notes that are tendered and accepted
by us in the tender  offer,  we will  continue to have a  significant  amount of
debt, principally  constituting any remaining notes, borrowings and fees related
to the new senior secured  financing and borrowings  under our revolving  credit
agreement with Wachovia. In addition, depending on the principal amount of notes
that  are  tendered,  we may have  minimal  cash on hand  and a  limited  amount
available to be borrowed  under the  revolving  credit  agreement.  For example,
assuming  100% of the  outstanding  notes are validly  tendered and accepted for
purchase  by us,  upon  consummation  of the  tender  offer,  we  expect to have
approximately  $4.0 million  available to be borrowed under our revolving credit
agreement.

Significant Factors Affecting Our Business

     Our  Annual  Report  on Form  10-K for the year  ended  December  31,  2003
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,  like scleroderma,  end-stage renal disease and
chronic obstructive pulmonary disease.

     One of our  subsidiaries,  U.S.  Silica,  was  named as a  defendant  in an
estimated 790 new product  liability  claims filed  between  January 1, 2004 and
March 31, 2004, as compared to an estimated  5,765 claims filed between  January
1, 2003 and March 31,  2003.  U.S.  Silica  was named as a  defendant  in 19,200
similar  clams in 2003 and 5,100  claims in 2002.  Total open claims as of March
31, 2004 were an  estimated  25,400,  as compared  to an  estimated  25,000 open
claims as of December 31, 2003.  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


                                       14
<PAGE>

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 March 31, 2004 and 2003,
this  accrual   amounted  to  $2.0  million  and  $1.9  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.

     Prior to 2002, 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
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. In 2003,  the rate of new claims filed against the Company and others in the
industry continued to increase, and the independent actuary updated the estimate
of 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, 2003,  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, and based on the original
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.

     Based on the study  performed  by the  actuary  and its  December 31,  2003
update,  we recorded a pre-tax  charge  related to silica claims of $5.9 million
and $23.7 million in 2003 and 2002,  respectively,  for  estimated  undiscounted
gross costs, including defense costs after consideration of recoveries under the
ITT indemnity and  insurance.  This resulted in a long term  liability of $101.2
million and $101.7 million related to third party product liability claims and a
non-current  asset of $70.1  million and $70.4  million for  probable  insurance
recoveries at March 31, 2004 and December 31,  2003,  respectively.  Recognizing
the inherent  uncertainties  and numerous factors and assumptions which are used
to  develop  this  estimate  management  has  determined  that the  amount  is a
reasonable estimate when considering all relevant factors.

                                       15
<PAGE>

     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 10 years would average $2.1 million per year, ranging from $1.4 million
to $2.3 million in any year.  In 2003 and 2002, we incurred  approximately  $3.2
million and $1.2 million,  respectively in retained cash losses.  In each of the
three  month  periods  ending  March 31,  2004 and March  31,  2003 we  incurred
approximately $0.5 million in retained cash losses.

     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.

     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;  and (13)  interest  rate  changes  and  changes  in  financial  markets
generally.

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, 2003. This information has not changed materially in the
interim period since December 31, 2003.

Item 4. Controls and Procedures

     Based on their review and  evaluation,  as of March 31, 2004, 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.  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.

                                       16
<PAGE>

     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.


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

     We are a  defendant  in various  lawsuits  related to our  business.  These
matters include  lawsuits  relating to the exposure of persons to silica.  For a
detailed discussion of the potential liability to us from silica-related product
liability claims, please see "Management's  Discussion and Analysis of Financial
Condition and Results of Operations - Significant Factors Affecting Our Business
- Silica Health Risks and Litigation  May Have a Material  Adverse Effect on Our
Business"  discussed  in our  Annual  Report  on Form  10-K for the  year  ended
December 31, 2003 and elsewhere in this Quarterly Report on Form 10-Q.

Item 6.  Exhibits and Reports on Form 8-K

A. 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.



B.       Reports on Form 8-K

None.


                                       17
<PAGE>

                                   SIGNATURES


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

May 12, 2004           Better Minerals & Aggregates Company

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


                                       18
<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.





                                       19
<PAGE>


                                                                    Exhibit 31.1

                                  CERTIFICATION


I, John A. Ulizio, certify that:

1.   I have reviewed  this  quarterly  report on Form 10-Q 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:      May 12, 2004                            /s/John A. Ulizio
                                                   -----------------
                                                    John A. Ulizio
                                         President and Chief Executive Officer



                                       20
<PAGE>

                                                                    Exhibit 31.2

                                  CERTIFICATION


I, Gary E. Bockrath, certify that:

1.   I have reviewed  this  quarterly  report on Form 10-Q 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:      May 12, 2004                     /s/Gary E. Bockrath
                                            -------------------
                                             Gary E. Bockrath
                                Vice President and Chief Financial Officer



                                       21
<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
March 31, 2004 (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.


May 12, 2004

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






                                       22
<PAGE>


10

                                                                    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
March 31, 2004 (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.


May 12, 2004

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










                                       23
<PAGE>