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 September 30, 2003

                                                   or

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

                        Commission File Number 333-32518

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

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

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

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

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was  required  to file  reports),  and (2) has been  subject to such
filing requirements for the past 90 days. Yes [X] No [_]

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

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

       Class                       Outstanding as of November 1, 2003
       -----                       ----------------------------------
       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 September 30, 2003
(unaudited) and December 31, 2002.......................................    1
Condensed Consolidated Statements of Operations for the quarter
and nine months ended September 30, 2003 and
September 30, 2002 (unaudited)..........................................    3
Condensed Consolidated Statements of Stockholder's Equity for the
quarter and nine months ended September 30, 2003 and
September 30, 2002 (unaudited)..........................................    4
Condensed Consolidated Statements of Cash Flows for the nine months
ended September 30, 2003 and September 30, 2002 (unaudited).............    5
Notes to Condensed Consolidated Financial Statements....................    6

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

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

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

PART II.     OTHER INFORMATION

Item 1.      Legal Proceedings..........................................   18

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



Signatures

Exhibits
<PAGE>



                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


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


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

Current:
<S>                                                                                 <C>            <C>
    Cash and cash equivalents                                                       $    329       $ 1,330
    Accounts receivable:
     Trade, less allowance for doubtful accounts of $1,035 and $885                   28,270        25,298
     Other                                                                             4,927         5,537
    Inventories                                                                       16,795        17,106
    Prepaid expenses and other current assets                                          5,761         4,748
    Deferred income taxes                                                              3,115         2,904
    Income tax deposits                                                                  514            23
    Current assets of discontinued operations                                              -        36,266
                                                                                    --------      --------
      Total current assets                                                            59,711        93,212

Property, plant and equipment:
    Mining property                                                                   20,079        24,041
    Mine development                                                                   4,406         4,406
    Asset retirement cost                                                              4,609             -
    Land                                                                              16,227         15,936
    Land improvements                                                                  3,990         4,053
    Buildings                                                                         31,984        31,984
    Machinery and equipment                                                          119,231       122,771
    Furniture and fixtures                                                               668           668
    Construction-in-progress                                                           2,778         1,489
                                                                                    --------      --------
                                                                                     203,972       205,348
    Accumulated depletion, depreciation and amortization                            (110,708)     (100,172)
                                                                                    --------      --------
     Property, plant and equipment, net                                               93,264       105,176

Other noncurrent:
    Debt issuance costs                                                                6,311         9,518
    Insurance for third-party product liability claims                                40,609        40,864
    Deferred income taxes                                                             17,979        14,747
    Noncurrent assets of discontinued operations                                           -       173,285
    Other noncurrent assets                                                            3,456         3,819
                                                                                    --------      --------
      Total other noncurrent                                                          68,355       242,233
                                                                                    --------      --------
      Total assets                                                                  $221,330      $440,621
                                                                                    ========      ========
</TABLE>

        The accompanying notes are an integral part of these statements.


                                       1
<PAGE>

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

<TABLE>
<CAPTION>

                                                                                  September 30,  December 31,
                                                                                     2003           2002
                                                                                     ----           ----
                                                                                  (Unaudited)
Liabilities

Current:
<S>                                                                                 <C>           <C>
    Book overdraft                                                                  $  2,095      $  3,676
    Accounts payable                                                                  11,150         9,238
    Accrued liabilities                                                               12,242         8,424
    Due to parent                                                                      2,334         2,346
    Accrued interest                                                                     843         7,381
    Short-term debt                                                                   12,703             -
    Current portion of capital leases                                                    249           193
    Current portion of long-term debt                                                    275        10,725
    Current liabilities of discontinued operations                                         -         9,934
                                                                                    --------      --------
           Total current liabilities                                                  41,891        51,917

Noncurrent liabilities:
    Obligations under capital lease                                                      230           258
    Long-term debt, net of current portion                                           150,580       283,143
    Third-party products liability claims                                             66,849        69,209
    Noncurrent liabilities of discontinued operations                                      -        51,253
    Other noncurrent liabilities                                                      40,753        39,290
                                                                                    --------      --------
           Total noncurrent liabilities                                              258,412       443,153

Commitments and contingencies

Stockholder's Equity

Common stock, par value $.01, authorized 5,000 shares, issued 100 shares                   -             -
Additional paid-in capital                                                            81,377        81,377
Loan to related party                                                                 (1,370)       (1,360)
Retained deficit                                                                    (154,778)     (129,207)
Accumulated other comprehensive (loss)                                                (4,202)       (5,259)
                                                                                    --------      --------
           Total stockholder's equity                                                (78,973)      (54,449)
                                                                                    --------      --------
           Total liabilities and stockholder's equity                               $221,330      $440,621
                                                                                    ========      ========
</TABLE>


        The accompanying notes are an integral part of these statements.


                                       2
<PAGE>

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

                                                     For the Quarter Ended       For the Nine Months Ended
                                                         September 30,                 September 30,
                                                         -------------                 -------------
                                                      2003           2002           2003           2002
                                                      ----           ----           ----           ----

<S>                                                 <C>            <C>            <C>            <C>
Net sales                                           $ 46,279       $ 47,388       $138,158       $138,529
Cost of goods sold                                    35,183         36,350        106,597        104,972
Depreciation, depletion and amortization               3,787          4,084         11,825         11,817
Selling, general & administrative                      6,269          4,940         18,094         14,172
                                                    --------       --------       --------       --------
        Operating income                               1,040          2,014          1,642          7,568
Interest expense                                       6,582          7,843         22,958         23,948
Loss on early extinguishment of debt                   6,979              -          6,979              -
Other income, net, including interest income            (774)          (359)        (1,264)        (1,066)
                                                    --------       --------       --------       --------
        Income (loss) before income taxes            (11,747)        (5,470)       (27,031)       (15,314)
Benefit for income taxes                              (1,894)        (1,471)        (6,907)        (8,547)
                                                    --------       --------       --------       --------
        Net (loss) from continuing operations       $ (9,853)      $ (3,999)      $(20,124)       $(6,767)
                                                    --------       --------       --------       --------
Discontinued operations:
Gain on sale of discontinued operations                6,369              -          6,369              -
Income (loss) from operations of discontinued
operations, less applicable income tax expense        (3,325)         6,451        (12,151)         2,929
(benefit) of $470, ($24), $2,222 and $1,982
                                                    --------       --------       --------       --------
Net gain (loss) from discontinued operations           3,044          6,451         (5,782)         2,929
Cumulative effect of change in accounting
principle, less applicable income taxes of $0,
$0, $191, and $6,117                                       -              -           (335)         8,621
                                                    --------       --------       --------       --------
        Net income (loss)                           $ (6,809)      $  2,452       $(25,571)      $(12,459)
                                                    ========       ========       ========       ========
</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>    <C>
Balance December 31, 2001       $         $81,377 $ (30,604)    $(1,434)    $ (499)      $   (14)  $ ( 513)   $ 48,826

Comprehensive income, net of
income taxes:
   Net loss                                         (12,459)                                                   (12,459)
   Unrealized holding gain on
derivatives, net of tax                                                       (662)                  ( 662)       (662)
                                                                                                              --------
     Total comprehensive loss                                                                                  (13,121)
Loans to related party                                               32                                             32
                                --------  -------  --------     -------    -------      --------   -------    --------
Balance September 30, 2002      $      -  $81,377 $ (43,063)    $(1,402)   $(1,161)     $    (14)  $(1,175)   $ 35,737
                                ========  =======  ========     =======    =======      ========   =======    ========


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                                         (25,571)                                                   (25,571)
   Minimum pension liability,
net of tax                                                                                   (38)      (38)        (38)
   Unrealized holding gain on
derivatives, net of tax                                                      1,095                   1,095       1,095
                                                                                                              --------
     Total comprehensive loss                                                                                  (24,514)
Loans to related party                                              (10)                                           (10)
                                --------  -------  --------     -------    -------      --------   -------    --------
Balance September 30, 2003      $      -  $81,377 $(154,778)    $(1,370)   $     -      $ (4,202)  $(4,202)   $(78,973)
                                ========  =======  ========     =======    =======      ========   =======    ========
</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 Nine Months Ended
                                                                                      September 30,
                                                                                      -------------
                                                                                   2003           2002
                                                                                   ----           ----
                                                                                (Unaudited)
Cash flows from operating activities:
<S>                                                                             <C>            <C>
   Net loss                                                                     $ (25,571)     $ (12,459)
   Adjustments to reconcile net (loss) to cash flows from operations:
     Depreciation, depletion and amortization                                      17,678         22,223
     Debt issuance amortization                                                     1,437          1,333
     Deferred income taxes                                                         (2,750)       (12,851)
     Disposal of property, plant and equipment (gain) loss                           (502)           (94)
     Third-party products liability claims                                         (2,105)             -
     Early extinguishment of debt                                                   6,979              -
     Gain on sale of discontinued operations                                       (6,369)             -
     Cumulative effect of change in accounting principle                             (526)        14,738
     Other                                                                            704          1,003
     Changes in assets and liabilities:
          Trade receivables                                                        (4,763)       (11,629)
          Non-trade receivables                                                       317         (1,075)
          Payable to parent                                                           (12)           (58)
          Inventories                                                                 237            410
          Prepaid expenses and other current assets                                (2,285)        (1,678)
          Accounts payable and accrued liabilities                                  8,472          7,115
          Accrued interest                                                         (6,538)        (4,960)
          Income taxes                                                               (176)        (1,374)
                                                                                ---------      ---------
               Net cash provided by / (used for) operating activities             (15,773)           644

Cash flows from investing activities:
     Capital expenditures                                                          (4,560)       (12,048)
     Proceeds from sale of discontinued operations, net of fees                   154,641              -
     Proceeds from sale of property, plant and equipment                            3,383            386
     Loans to related party                                                           (10)            32
                                                                                ---------      ---------
               Net cash provided by / (used for) investing activities             153,454        (11,630)

Cash flows from financing activities:
     Decrease in book overdraft                                                    (2,537)        (4,330)
     Issuance of long-term debt                                                    15,236              -
     Repayment of long-term debt                                                 (128,709)        (7,815)
     Net revolver credit agreement facility                                       (17,097)        21,950
     Financing fees                                                                (1,386)             -
     Prepayment penalties                                                          (3,541)             -
     Principal payments on capital lease obligations                                 (648)          (666)
                                                                                ---------      ---------
               Net cash provided by / (used for) financing activities            (138,682)         9,139

               Net decrease in cash                                                (1,001)        (1,847)

Cash and cash equivalents, beginning of period
                                                                                    1,330          2,493
Cash and cash equivalents, ending of period                                     $     329      $     646

Schedule of noncash financing activities:
Assets acquired by entering into capital lease obligations                      $     194      $     955
</TABLE>
        The accompanying notes are an integral part of these statements.


                                       5
<PAGE>

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

1.  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 2002 Annual Report
on Form 10-K for the year ended December 31, 2002 (the "Form 10-K").

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


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 and may increase or decrease upon
completion  of that  review,  which is expected to occur in the fourth  quarter.
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 $7.5 million
and $42.9  million  for the three  months  ended  September  30,  2003 and 2002,
respectively  and $47.7  million and $104.0  million  for the nine months  ended
September 30, 2003 and 2002, respectively. Income (loss) before income taxes for
these  operations  were $3.2 million loss and $3.5 million  income for the three
months ended  September 30, 2003 and 2002,  respectively  and $15.6 million loss
and $3.7  million loss for the nine months  ended  September  30, 2003 and 2002,
respectively. Significant categories of assets and liabilities from discontinued
operations are included in the following table:

                                                        December 31,
  (In thousands)                                           2002
                                                           ----
  Accounts receivable                                    $ 18,551
  Inventories                                              14,776
  Property, plant, and equipment, net                     170,000
  Other assets                                              6,224
                                                         --------
     Total assets                                         209,551
                                                         --------
  Book overdraft                                              956
  Accounts payable and accrued liabilities                  7,778
  Deferred income taxes                                    43,919
  Other liabilities                                         8,534
                                                         --------
     Total liabilities                                     61,187
                                                         --------
     Net assets                                          $148,364
                                                         ========


                                       6
<PAGE>

3.  Inventories

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

                                                     September 30,  December 31,
                                                          2003          2002
                                                          ----          ----
  (In thousands)
  Supplies (net of $102 and $98 obsolescence reserve)   $ 9,568       $ 9,448
  Raw materials and work in process                       3,870         3,852
  Finished goods                                          3,357         3,806
                                                        -------       -------
                                                        $16,795       $17,106

4.  Segment Information

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

5.  Impact of Recent Accounting Standards

Effective January 1, 2003, the Company adopted Statement of Financial Accounting
Standards No. 143 (FAS 143),  Accounting for Asset Retirement  Obligations.  FAS
143 establishes  accounting and reporting  standards for obligations  associated
with the  retirement  of tangible  long-lived  assets.  Previously,  the Company
provided for this  obligation as described in Note 2.j. in the Form 10-K and, as
a result,  recognized a $335,000  gain,  net of income  taxes of $191,000,  as a
cumulative effect of a change in accounting  principle as of January 1, 2003. As
of September 30, 2003, the Company reported a liability of $7.0 million in other
noncurrent  liabilities  related to this obligation.  As of January 1, 2003, the
liability  was $8.6  million,  which  included  $1.9 million  from  discontinued
operations.  The liability  was increased by $317,000 in additional  expense for
the nine months ended September 30, 2003.

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

The  adoption  of FAS 142,  effective  January 1,  2002,  resulted  in  goodwill
impairment of $8.6 million, net of income taxes of $6.1 million, and represented
the  elimination  of the entire  amount of goodwill  previously  reported on the
balance  sheet.  In  accordance  with FAS 142,  this  amount was  recorded  as a
cumulative  effect of  accounting  change as of the  beginning of the 2002.  The
Company  performed  its  assessment of goodwill and other  intangible  assets by
comparing the fair value of the aggregates segment, which has been determined to
be the  only  reporting  unit  that  had  goodwill,  to its net  book  value  in
accordance with the provisions of FAS 142. The Company  estimated the fair value
of the reporting  unit based upon a  combination  of several  valuation  methods
including  residual  income,  replacement  cost and  market  approaches,  giving
appropriate  weighting to such methods in arriving at an estimate of fair value.
The Company's equity is not subject to market quotations.

6.  Contingencies

The Company's principal operating subsidiary,  U.S. Silica Company, was named as
a defendant in an estimated  17,620 new product  liability  claims filed between
January 1, 2003 and September 30, 2003, as compared to an estimated 2,000 claims
filed  between  January 1, 2002 and  September  30, 2002.  During the nine month
period ended September 30, 2003, new claims filed by state were 12,491 claims in
Mississippi, 3,928 claims in Texas, 731 claims in Louisiana, 316 claims in Ohio,
76 claims in Oklahoma,  67 claims in  Pennsylvania,  2 claims in  California,  1
claim in Minnesota and 1 claim in Indiana.  U.S. Silica was named as a defendant
in 5,100  similar  claims in 2002,  with 3,100 of these claims filed in November
and December, 2002. Total open claims as of September 30, 2003 were an estimated
23,936,  as compared to an  estimated  7,141 open claims as of December 31, 2002
and an estimated  3,676 open claims as of September 30, 2002.  Almost all of the
claims pending  against U.S.  Silica arise out of the alleged use of U.S. Silica
products in foundries or as an abrasive  blast media and have been filed against
it and numerous other defendants.



                                       7
<PAGE>

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

ITT Industries,  Inc., successor to a former owner of U.S. Silica, has agreed to
indemnify U.S. Silica for third party  silicosis  claims  (including  litigation
expenses) filed against it prior to September 12, 2005 alleging exposure to U.S.
Silica products for the period prior to September 12, 1985, to the extent of the
alleged  exposure  prior to that date.  This  indemnity  is subject to an annual
deductible  of  $275,000,  which is  cumulative  and  subject  to  carry-forward
adjustments.  The Company fully accrued this deductible on a present value basis
when it acquired  U.S.  Silica.  As of September 30, 2003 and December 31, 2002,
this  accrual   amounted  to  $1.9  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,  U.S.  Silica has not
sought coverage under these policies.  However,  as a named insured, it believes
that  coverage  under these  policies  will be  available to it.  Ottawa  Silica
Company (a  predecessor  that  merged  into U.S.  Silica in 1987) had  insurance
coverage on an occurrence basis prior to July 1, 1985.

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

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

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

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

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



                                       8
<PAGE>

No  additional  charges to income were  recorded in the nine month  period ended
September  30,  2003.  However,  due to the  uncertainty  of the  outcome of the
petition for review filed with the Texas Supreme Court in the Tompkins case (see
Part II, Item 1, Legal  Proceedings in this Quarterly Report on Form 10-Q), U.S.
Silica has increased the amount of both the long term  liability for third party
product  liability claims and the non-current  asset for probable  insurance and
indemnity recoveries each by $6.0 million. In addition,  it paid $8.4 million in
defense and settlement costs, and invoiced ITT Industries $5.8 million under the
terms of the indemnity agreement with them resulting in retained losses to us of
$2.6 million in the period. For the comparable nine-month period ended September
30, 2002,  the Company paid $3.0 million in defense and  settlement  costs,  and
invoiced  ITT  Industries  $2.4  million,  resulting  in retained  losses to the
Company of $0.6 million.

The balance in the long term liability for third party product  liability claims
was $66.8  million at  September  30, 2003 and  non-current  asset for  probable
insurance and indemnity recoveries was $40.6 million as of that date.

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

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

Given the inherent  uncertainty in making future projections,  U.S. Silica plans
to have  these  projections  periodically  updated  based on its  actual  claims
experience and other relevant factors such as changes in the judicial system and
legislative  actions.  The Company  will record any  required  adjustments  that
result  from the  completion  of an updated  actuarial  study  during the fourth
quarter  of  2003.  The  results  of such  updated  actuarial  study  can not be
estimated  at this  time,  however  such  amounts  could be  significant  to the
Company's results of operations.

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

7.  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. New Credit Agreement

On September  12, 2003,  the Company,  through its  operating  subsidiary  U. S.
Silica  Company,  completed a new $30.0 million,  asset-based  revolving line of
credit agreement with Wachovia Bank, National Association  ("Wachovia"),  a copy
of which is  attached  as Exhibit 10 to the  Current  Report on Form 8-K,  filed
September 12, 2003.  Proceeds from the new revolving  credit agreement were used
to repay  all  remaining  amounts  due  under,  and  terminate,  the  previously


                                       9
<PAGE>

outstanding  senior  secured  credit  agreement  with BNP  Paribas,  provide the
Company with a $10.0  million line for letters of credit and to fund its general
liquidity needs.

Under the terms of the new revolving  credit  agreement,  which expires June 30,
2008,  the  Company  has  pledged  as  security  all of its  personal  property,
inventory,  and  accounts  receivable,  along with first  mortgage  liens on its
Berkeley  Springs,  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 the Company,  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 the senior  subordinated  notes. Each day, all cash
receipts are  automatically  applied as a reduction against any advances made by
Wachovia  to the  Company,  and,  subject to the  satisfaction  or waiver of the
conditions to borrowing set forth in the revolving  credit  agreement,  Wachovia
will  advance at the  Company's  request new  borrowings  to meet its 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.

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

As of September 30, 2003 the available  borrowing base was $27.0  million,  with
$12.7  million  drawn as of that date and $8.1 million  allocated for letters of
credit,  leaving $6.2 million  available  for general  corporate  use under this
revolving  credit  agreement.  As of  this  date,  total  debt  outstanding  was
approximately  $164.0  million,  consisting of the $12.7 million drawn under the
revolver,  $150.0  million  of 13% senior  subordinated  notes due 2009 and $1.3
million in  miscellaneous  other debt including  capital leases.  Projected cash
interest expense on the Company's debt is  approximately  $20.5 million over the
next 12 months.

Although the final maturity date of the revolving  credit  agreement is June 30,
2008, as required under generally accepted accounting principles, the borrowings
under this  facility  have been  classified  on the  balance  sheet as a current
liability due to the fact that Wachovia has the right to declare the  occurrence
of a material adverse change at its sole  discretion,  which could result in all
borrowings  outstanding under this agreement to be declared  immediately due and
payable by Wachovia.

9. Debt Covenants

As of June 30,  2003  the  Company  was not in  compliance  with  the  financial
covenants of the senior secured  credit  agreement as amended on April 17, 2003,
and accordingly was in default under the senior secured credit  agreement.  As a
result  of  the  sale  of  the  aggregates   segment  and  the  subsequent  debt
refinancing,  all defaults under the senior secured credit  agreement were cured
and the agreement was  terminated.  As of September 30, 2003,  the Company is in
compliance with its financial  covenants under the new revolving credit facility
described in note 8 above.

10.  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.






                                       10
<PAGE>

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

     The  following   information   should  be  read  in  conjunction  with  the
accompanying unaudited condensed consolidated financial statements and the notes
thereto  included  in Item 1 of this  Quarterly  Report  on Form  10-Q,  and the
audited consolidated financial statements and the notes thereto and management's
discussion  and  analysis  of  financial  condition  and  results of  operations
contained  in our  Annual  Report on Form 10-K for the year ended  December  31,
2002.  Unless  otherwise  indicated  or  the  context  otherwise  requires,  all
references in this quarterly  report to "we," "us," "our" or similar terms refer
to  Better   Minerals  &   Aggregates   Company  and  its  direct  and  indirect
subsidiaries.

Overview

     We mine,  process and market industrial  minerals,  principally  industrial
silica,  in the eastern and midwestern  United States.  We are a holding company
that conducts substantially all our operations through our subsidiaries. Our end
use  markets  for our  silica  products  include  container  glass,  fiberglass,
specialty glass, flat glass, fillers and extenders,  chemicals and ceramics.  We
also supply our silica products to the foundry, building materials and other end
use markets. We operate a network of 16 production facilities in 14 states.

     On April 10, 2003,  we signed an agreement  for the sale of our  aggregates
business,  Better  Materials  Corporation,  to a subsidiary  of Hanson  Building
Materials America,  Inc. ("Hanson") as discussed in more detail under "Liquidity
and Capital  Resources"  that follows.  On July 18, 2003, we completed the sale,
receiving total cash  consideration  of $158.3 million before fees and expenses.
The current and historical  results from  operations of our aggregates  business
are being reported as discontinued  operations,  net of all applicable taxes, in
our  management's  discussion  and  analysis  that  follows,  and the  financial
statements included in this report have been restated accordingly.

Critical Accounting Policies

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

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

     Sales. Sales decreased $1.1 million, or 2.3%, to $46.3 million in the three
months  ended  September  30, 2003 from $47.4  million in the three months ended
September 30, 2002 primarily from decreased shipments to the glass,  foundry and
fillers and  extenders  market  segments,  only  partially  offset by  increased
shipments to the oil & gas extraction  market segment.  Transportation  revenue,
which is provided as a service to our  customers  but has no gross margin impact
to us, was $7.5 million in both the three months  ended  September  30, 2003 and
the three months ended September 30, 2002.

     Cost of Goods Sold. Cost of goods sold decreased $1.2 million,  or 3.3%, to
$35.2 million in the three months ended September 30, 2003 from $36.4 million in
the three months ended  September  30, 2002,  primarily  due to the reduction in
sales volume noted earlier,  partially  offset by a $0.5 million increase in the
price of drier fuel.

     Depreciation,  Depletion  and  Amortization.  Depreciation,  depletion  and
amortization  decreased  $0.3  million,  or 7.3%,  to $3.8  million in the three
months  ended  September  30, 2003 from $4.1  million in the three  months ended
September  30, 2002 as several  capital  assets have  become  fully  depreciated
without a corresponding reinvestment.

     Selling,  General and Administrative.  Selling,  general and administrative
expenses  increased $1.4 million,  or 28.6%, to $6.3 million in the three months
ended  September 30, 2003 from $4.9 million in the three months ended  September
30,  2002.  The  increase in selling,  general and  administrative  expenses was
primarily due to $1.6 million in costs  incurred  related to our efforts to sell
the aggregates  business and complete our debt refinancing,  and $0.9 million in
accrued separation payments for several executive officers,  partially offset by
a $1.0 million decrease in the costs recorded for silica litigation.  Changes in
silica litigation  accruals and expense will be made periodically when we update
or revise the third party  studies that  estimate  our future  exposure to third
party  products  liability  litigation.  The Company  will  record any  required
adjustments that result from the completion of an updated actuarial study during
the fourth quarter of 2003. The results of such updated  actuarial study can not


                                       11
<PAGE>

be estimated  at this time,  however  such amount  could be  significant  to the
Company's results of operations. See "Significant Factors Affecting Our Business
- Silica Health Risks and Litigation  May Have a Material  Adverse Effect on Our
Business" included elsewhere in this Quarterly Report on Form 10-Q.

     Operating  Income.  Operating  income  incurred  for the three months ended
September  30, 2003 was $1.0  million as compared  to  operating  income of $2.0
million in the three months ended  September 30, 2002 as a result of the factors
noted earlier.

     Interest  Expense.  Interest expense  decreased $1.2 million,  or 15.4%, to
$6.6 million in the three months ended  September  30, 2003 from $7.8 million in
the three months  ended  September  30, 2002 due  primarily to a decrease in the
total amount of our debt.

     Loss on Early  Extinguishment  of Debt.  We  recorded  an  expense  of $7.0
million for the early extinguishment of debt in the three months ended September
30, 2003  consisting  of $3.5 million in  previously  capitalized  debt issuance
costs  written off, $2.4 million in  prepayment  penalties,  and $1.1 million to
cancel  interest  rate hedges on the senior  secured debt upon the repayment and
retirement of our senior secured credit facility on September 12, 2003.

     Other Income.  Other income  increased $0.4 million to $0.8 million for the
three  months  ended  September  30, 2003 from $0.4 million for the three months
ended September 30, 2002 as a result of a gain on sale of idle land.

     Benefit  of Income  Taxes.  The  benefit  for  income  taxes on  continuing
operations  for the three months ended  September 30, 2003 reflects an estimated
benefit for the first nine months of the year using an annual effective tax rate
of 25%.  The  benefit  for  income  taxes  for the three  months  of  continuing
operations  ended September 30, 2002 reflected an annual  effective rate of 60%.
The  effective  tax rate  declined in the current  year  primarily  due to a tax
valuation  allowance recorded in the current year that reduced the book value of
our deferred tax credits and net operating  loss  carry-forwards  to the amounts
reasonably expected to be utilized in the future.

     Net Loss From Continuing  Operations.  Net loss from continuing  operations
increased $6.2 million to $11.7 million for the three months ended September 30,
2003,  from a net loss of $5.5 million for the three months ended  September 30,
2002 as a result of the early extinguishment of debt and the other factors noted
earlier.

     Gain on Sale of Discontinued  Operations. A gain of $6.4 millionon the sale
of the  aggregates  business  was  realized  for the three  month  period  ended
September  30,  2003.  The recorded  gain was computed  against the revised book
value of the  aggregates  business,  after taking into effect the $107.9 million
asset impairment charge for the aggregates business previously recorded in 2002.
Neither the current year gain, nor the asset impairment charge recorded in 2002,
have any tax effect, due to offsetting tax valuation allowances.

     Income/Loss from Operations of Discontinued  Operations.  Net loss from our
discontinued  aggregates  business  segment was $3.3 million in the three months
ended  September 30, 2003 as compared to net income of $6.5 million in the three
months  ended  September  30, 2002,  due  primarily  to the  seasonality  of the
aggregates  business  and  completion  of the  divestiture  prior to the  normal
seasonal earnings period of that business.

     Net Loss. Net loss for the three month period ended  September 30, 2003 was
$6.8  million as  compared  to net income of $2.5  million  for the three  month
period ended September 30, 2002 as a result of the factors noted earlier.

Nine Months Ended  September 30, 2003 Compared with Nine Months Ended  September
30, 2002

     Sales. Sales decreased $0.3 million, or 0.2%, to $138.2 million in the nine
months  ended  September  30, 2003 from $138.5  million in the nine months ended
September  30,  2002.  Increased  shipments  totaling  $2.4 million to the oil &
gas-fracturing, and glass market segments were offset by $2.8 million in reduced
shipments   to  the  foundry  and  fillers  and   extenders   market   segments.
Transportation  revenue, which is provided as a service to our customers but has
no gross margin  impact to us,  decreased  $0.3 million to $22.7 million for the
nine months  ended  September  30,  2003 from $22.4  million for the nine months
ended September 30, 2002.

     Cost of Goods Sold. Cost of goods sold increased $1.6 million,  or 1.5%, to
$106.6  million in the nine months ended  September 30, 2003 from $105.0 million
in the nine months  ended  September  30,  2002,  primarily  from a $2.4 million
increase in the price of drier fuel,  partially  offset by reduced  sales volume
and miscellaneous cost reductions at various operating sites.



                                       12
<PAGE>

     Depreciation,  Depletion  and  Amortization.  Depreciation,  depletion  and
amortization  was $11.8 million in both the nine months ended September 30, 2003
and the nine months ended  September  30, 2002, as several  capital  assets have
become fully depreciated without a corresponding reinvestment.

     Selling,  General and Administrative.  Selling,  general and administrative
expenses  increased $3.9 million,  or 27.5%, to $18.1 million in the nine months
ended  September 30, 2003 from $14.2 million in the nine months ended  September
30,  2002.  The  increase in selling,  general and  administrative  expenses was
primarily due to accrued separation  expenses of $4.0 million for several of our
former executive  officers  including our former Chief Executive  Officer,  $1.3
million  in  compensation  expense  related  to the  sale  of  Better  Materials
Corporation,  $1.7  million  in fees and  expenses  related  to our  efforts  to
complete  our new debt  refinancing,  and  other  inflationary  cost  increases,
partially offset by a $0.4 million decrease in bad debt accruals, a $2.1 million
decrease in the costs  recorded for silica  litigation  and other  miscellaneous
cost reductions.  Changes in silica litigation accruals and expense will be made
periodically  when we update or revise the third party studies that estimate our
future exposure to third party products liability  litigation.  The Company will
record any required  adjustments  that result from the  completion of an updated
actuarial  study during the fourth  quarter of 2003. The results of such updated
actuarial study can not be estimated at this time,  however such amount could be
significant to the Company's  results of operations.  See  "Significant  Factors
Affecting Our Business - Silica Health Risks and  Litigation May Have a Material
Adverse Effect on Our Business"  included  elsewhere in this Quarterly Report on
Form 10-Q.

     Operating Income.  Operating income for the nine months ended September 30,
2003 was $1.6  million as  compared to $7.6  million  for the nine months  ended
September 30, 2002 as a result of the factors noted earlier.

     Interest  Expense.  Interest  expense  decreased $0.9 million,  or 3.8%, to
$23.0 million in the nine months ended  September 30, 2003 from $23.9 million in
the nine months  ended  September  30, 2002 due  primarily to an increase in the
total amount of our debt.

     Loss on Early  Extinguishment  of Debt.  We  recorded  an  expense  of $7.0
million for the early  extinguishment of debt in the nine months ended September
30, 2003  consisting  of $3.5 million in  previously  capitalized  debt issuance
costs  written off, $2.4 million in  prepayment  penalties,  and $1.1 million to
cancel  interest  rate hedges on the senior  secured debt upon the repayment and
retirement of our senior secured credit facility on September 12, 2003.

     Benefit  of Income  Taxes.  The  benefit  for  income  taxes on  continuing
operations  for the nine months ended  September 30, 2003 reflected an effective
tax rate  expected  to be  realizable  for the year of  approximately  25%.  The
benefit for income  taxes on  continuing  operations  for the nine month  period
ended September 30, 2002 reflected an effective tax rate of 60%.

     Net Loss From Continuing  Operations.  Net loss from continuing  operations
increased $13.3 million to $20.1 million for the nine months ended September 30,
2003,  from a net loss of $6.8 million for the nine months ended  September  30,
2002  primarily  as a result of the early  extinguishment  of debt and the other
factors noted earlier.

     Gain on Sale of Discontinued Operations. A gain of $6.4 million on the sale
of the  aggregates  business  was  realized  for the  nine  month  period  ended
September 30, 2003. The recorded gain was computed against the book value of the
aggregates  business,   after  taking  into  effect  the  $107.9  million  asset
impairment charge for the aggregates business previously recorded in 2002.

     Loss/Income from Operations of Discontinued  Operations.  Net loss from our
discontinued  aggregates  business  segment was $12.2 million in the nine months
ended September 30, 2003 as compared to a net income of $2.9 million in the nine
months ended  September  30, 2002,  due  primarily to a 44% reduction in asphalt
volume shipped prior to divestiture and the completion of the divestiture  prior
to the normal seasonal earnings period of that business.

     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 nine month period ended September 30, 2003.

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



                                       13
<PAGE>

     Net Loss.  Net loss for the nine month period ended  September 30, 2003 was
$25.6  million as  compared  to a net loss of $12.5  million  for the nine month
period ended September 30, 2002 as a result of the factors noted earlier.


Liquidity and Capital Resources

     Our principal liquidity  requirements have historically been to service our
debt,  meet our  working  capital,  capital  expenditure  and  mine  development
expenditure needs and finance acquisitions. We are a holding company and as such
we conduct  substantially  all our  operations  through our  subsidiaries.  As a
holding company, we are dependent upon dividends or other intercompany transfers
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 September 30,
2003 was $164.0 million and our total stockholder's  deficit as of that date was
$78.6 million,  giving us total debt  representing  approximately  192% of total
capitalization.  Our debt level makes us more  vulnerable to economic  downturns
and adverse developments in our business.

     Net cash used in operating activities including our discontinued aggregates
business was $15.8 million for the nine months ended September 30, 2003 compared
to $0.6  million of net cash  provided by  operations  for the nine months ended
September 30, 2002. Cash used by operating activities increased $16.4 million in
2003 due  primarily to $18.3 million in decreased  earnings at our  discontinued
operating segment.

     Net cash provided by investing  activities  was $153.5 million for the nine
month period ended  September 30, 2003 primarily from $154.6 million in net cash
proceeds  received from the sale of our aggregates  business and $3.4 million in
net cash proceeds from the sale of idle land,  partially  offset by $3.1 million
in capital  expenditures  at our  discontinued  operations  and $1.5  million of
capital  expenditures  in our  continuing  operations.  Cash used for  investing
activities  in the nine month period  ended  September  30, 2002  totaled  $11.6
million,  primarily  due to $9.1  million  in capital  expenditures  made in our
discontinued  operations  and $2.9 million of capital  expenditures  made in our
continuing operations.

     Cash flow used for  financing  activities  was $138.7  million for the nine
months ended  September 30, 2003 as compared to $9.1 million of cash provided by
financing  activities  for the nine months ended  September 30, 2002. The $147.8
million  increase  in cash  used  for  financing  activities  is due to a $130.6
million net reduction in our debt, $2.4 million in prepayment  penalties related
to that debt  reduction  and $1.1 million to cancel  interest rate hedges on the
senior debt, in the nine month period ended  September 30, 2003 as compared to a
$14.1 million  increase in long-term debt in the nine months ended September 30,
2002.

     Interest  payments  on our 13%  senior  subordinated  notes due 2009  ($150
million  outstanding as of September 30, 2003),  which are  unconditionally  and
irrevocably  guaranteed,  jointly and severally,  by our domestic  subsidiaries,
debt service for the amounts  outstanding  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 April 10, 2003,  we entered  into an  agreement  to sell our  aggregates
business to Hanson.  On July 18, 2003,  we completed the sale,  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 and may increase or decrease  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 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 are less than we  originally  anticipated  due to a $3.0
million  purchase  price  reduction,  reflecting  an estimate of the damages and
losses  caused  by an  incident  that  occurred  on June 25,  2003 at one of the
operating sites included in the sale. While we believe that some portion of this
loss will be  recoverable  under our insurance  policies,  there is no guarantee
that we will receive any reimbursement for the claim.

     Net proceeds from the sale, after deducting $4.9 million in fees,  expenses
and interest on our  previously  outstanding  senior  secured  term loans,  were
$153.4 million,  which were used to permanently reduce and eliminate our tranche
A and  tranche B term loans under our 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.



                                       14
<PAGE>

     On  September  12,  2003,  through our  operating  subsidiary  U. S. Silica
Company, we completed a new $30.0 million,  asset-based revolving line of credit
agreement with Wachovia Bank, National Association ("Wachovia"), a copy of which
is attached as Exhibit 10 to our Current Report on Form 8-K, filed September 12,
2003.  Proceeds from the new 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 new 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,  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.

     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 September 30, 2003 our available  borrowing  base was $27.0  million,
with $12.7 million drawn as of that date, and $8.1 million allocated for letters
of credit  leaving $6.2 million  available  for our general  corporate use under
this revolving credit agreement. As of this date, our total debt outstanding was
approximately  $164.0  million,  consisting of the $12.7 million drawn under the
revolver,  $150.0  million  of 13% senior  subordinated  notes due 2009 and $1.3
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  $7.4  million to $4.6 million in the nine
months  ended  September  30, 2003 from $12.0  million in the nine months  ended
September  30,  2002.  Our expected  capital  expenditure  and mine  development
expenditures for 2003 are $8.0 million.

     Our  ability to  satisfy  our debt  obligations  and to pay  principal  and
interest on our debt,  fund working  capital,  mine  development and acquisition
requirements and make anticipated capital expenditures will depend on the future
performance of our subsidiaries, which is subject to general economic, financial
and other  factors,  some of which are beyond our control.  We cannot be certain
that the cash earned by our  subsidiaries  will be sufficient to allow us to pay
principal and interest on our debts and meet our other obligations.  As a result
of the  completion of the sale of our  aggregates  business,  our cash flow from
operations are dependent on the results of our industrial  minerals segment.  We
believe that based on current levels of operations from our industrial  minerals
business, cash flow will be adequate for at least the next twelve months to meet
operating  requirements.  There  can be no  assurance  that  our  business  will
generate  sufficient cash flow from operations or that future borrowings will be
available under the revolving credit 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.


Significant Factors Affecting Our Business

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



                                       15
<PAGE>

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

     One of our  subsidiaries,  U.S.  Silica,  was  named as a  defendant  in an
estimated 17,620 new product  liability claims filed between January 1, 2003 and
September  30,  2003,  as compared to an estimated  2,000  claims filed  between
January 1, 2002 and  September  30,  2002.  During the nine month  period  ended
September 30, 2003, new claims filed by state were 12,491 claims in Mississippi,
731 claims in Louisiana, 3,928 claims in Texas, 316 claims in Ohio, 76 claims in
Oklahoma, 67 claims in Pennsylvania 2 claims in California, 1 claim in Minnesota
and 1 claim in Indiana.  U.S.  Silica was named as a defendant in 5,100  similar
claims in 2002, with 3,100 of these claims filed in November and December, 2002.
Total open claims as of September 30, 2003 were an estimated 23,936, as compared
to an estimated 7,141 open claims as of December 31, 2002 and an estimated 3,676
open claims as of September 30, 2002.  Almost all of the claims pending  against
U.S. Silica arise out of the alleged use of U.S. Silica products in foundries or
as an abrasive  blast media and have been filed  against us and  numerous  other
defendants.

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

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

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

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


                                       16
<PAGE>

might  be  filed  against  the  company,  and we  retained  the  services  of an
independent  actuary to estimate the number and costs of unresolved  current and
future silica related product  liability  claims that might be asserted  against
us.

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

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

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

     No  additional  charges to income were  recorded  in the nine month  period
ended September 30, 2003. However,  due to the uncertainty of the outcome of the
petition for review filed with the Texas Supreme Court in the Tompkins case (see
Part II, Item 1, Legal  Proceedings in this Quarterly  Report on Form 10-Q ), we
have  increased  the  amount of both the long  term  liability  for third  party
product  liability claims and the non-current  asset for probable  insurance and
indemnity recoveries each by $6.0 million. In addition,  we paid $8.4 million in
defense and settlement  costs in the nine month period ended September 30, 2003,
and  invoiced  ITT  Industries  $5.8  million  under the terms of the  indemnity
agreement  with them  resulting in retained  losses to us of $2.6 million in the
nine months ended September 30, 2003. For the comparable nine month period ended
September  30, 2002 we paid $3.0 million in defense and  settlement  costs,  and
invoiced ITT Industries $2.4 million, resulting in retained losses to us of $0.6
million.

     The amount  recorded for the long term  liability  for third party  product
liability  claims was $66.8  million at September  30, 2003 and the  non-current
asset for probable  insurance and indemnity  recoveries  was $40.6 million as of
that date.

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

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

     Given the inherent  uncertainty  in making future  projections,  we plan to
have  these  projections   periodically  updated  based  on  our  actual  claims
experience and other relevant factors such as changes in the judicial system and
legislative  actions.  We will record any required  adjustments that result from
the completion of an updated  actuarial study during the fourth quarter of 2003.
The results of such updated  actuarial  study can not be estimated at this time,
however such amounts could be significant to our results of operations.



                                       17
<PAGE>

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


Forward-Looking Statements

     This quarterly report,  including this management's discussion and analysis
of financial  condition and results of operations  section,  includes  "forward-
looking  statements."  We have based  these  forward-looking  statements  on our
current  expectations and projections  about future events.  Although we believe
that our plans,  intentions and expectations  reflected in or suggested by those
forward-looking  statements  are  reasonable,  we can give no assurance that our
plans,  intentions  or  expectations  will be  achieved.  We  believe  that  the
following factors,  among others,  could affect our future performance and cause
actual  results to differ  materially  from those  expressed or implied by these
forward-looking  statements:  (1)  general  and  regional  economic  conditions,
including the economy in the states in which we have  production  facilities and
in which  we sell our  products;  (2)  demand  for  residential  and  commercial
construction; (3) demand for automobiles and other vehicles; (4) the competitive
nature of the industrial  minerals industry;  (5) operating risks typical of the
industrial  minerals industry;  (6) fluctuations in prices for, and availability
of,  transportation,  power, petroleum based products and other energy products;
(7)  unfavorable  weather  conditions;  (8)  regulatory  compliance,   including
compliance with  environmental  and silica exposure  regulations,  by us and our
customers;  (9)  litigation  affecting  our  customers;  (10) product  liability
litigation by our customers'  employees  affecting us, including the adequacy of
indemnity and insurance  coverage and of the reserves we have recorded  relating
to current and future  litigation;  (11)  changes in the demand for our products
due to the availability of substitutes for products of our customers; (12) labor
unrest;  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, 2002. This information has not changed materially in the
interim period since December 31, 2002.

Item 4. Controls and Procedures

     Based on their  review  and  evaluation,  as of  September  30,  2003,  our
principal  executive officer and principal financial officer have concluded that
our disclosure  controls and procedures (as defined in Rule 15d-15(e)  under the
Securities  Exchange  Act of 1934)  were  effective.  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  that has
materially affected,  or is reasonably likely to materially affect, our internal
control over financial reporting.

                           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.  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 $5,928,000
in  actual  damages  (the  verdict  of $7.5  million,  less  credits  for  other
settlements),  approximately  $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,  we
believe that the entire  judgment  and  settlements  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 in our
Annual Report on Form 10-K for the year ended December 31, 2002 and elsewhere in
this Quarterly  Report on Form 10-Q. After the judgment was entered by the trial
judge  and upon the  posting  of a bond,  we filed an  immediate  appeal  to the
appropriate  appellate court in Texas,  which upheld the trial court's ruling. A


                                       18
<PAGE>

petition for review was filed with the Texas Supreme Court. In August, the Texas
Supreme  Court  requested  the  parties  submit full briefs on the merits of the
case. Our brief was filed on October 27, 2003 and the plaintiffs have until late
November to respond.  We have no  indication  when the Texas  Supreme Court will
rule on the case.  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, 2002 and elsewhere in
this Quarterly Report on Form 10-Q.


Item 6.  Exhibits and Reports on Form 8-K

A. Exhibits

 EXHIBIT    EXHIBIT
 NUMBER

          Credit  Agreement  dated as of  September  8, 2003 among  U.S.  Silica
          Company,  as  Borrower,   BMAC  Holdings,   Inc.,  Better  Minerals  &
          Aggregates Company, The Fulton Land and Timber Company,  Ottawa Silica
          Company, Pennsylvania Glass Sand Corporation,  George F. Pettinos, LLC
10        and BMAC Services  Co.,  Inc.,  each as Affiliate  Guarantors,  the
          financial  institutions  identified as Lenders on the signature  pages
          thereto,  and Wachovia Bank, National  Association,  as Administrative
          Agent and Swingline Lender  (incorporated by reference from Exhibit 10
          to our Current Report on Form 8-K dated September 12, 2003)

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

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

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

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

B.      Reports on Form 8-K

A Current  Report on Form 8-K dated July 18, 2003 was filed with the  Securities
and Exchange Commission by us reporting information under Item 2 (Acquisition or
Disposition of Assets), Item 5 (Other Events and Required FD Disclosure), Item 7
(Financial Statements, Pro Forma Financial Information and Exhibits) and Item 12
(Results of Operations and Financial Condition).

A Current  Report on Form 8-K dated August 1, 2003 was filed with the Securities
and Exchange  Commission by us reporting  information  under Item 12 (Results of
Operations and Financial Condition).

A  Current  Report  on Form 8-K  dated  September  12,  2003 as  filed  with the
Securities  and Exchange  Commission  by us reporting  information  under Item 5
(Other Events and Required FD Disclosure) and Item 7 (Financial Statements,  Pro
Forma Financial Information and Exhibits).


                                       19
<PAGE>


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

November 13, 2003        Better Minerals & Aggregates Company

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


                                       20
<PAGE>

                                INDEX TO EXHIBITS

 EXHIBIT    EXHIBIT
 NUMBER

          Credit  Agreement  dated as of  September  8, 2003 among  U.S.  Silica
          Company,  as  Borrower,   BMAC  Holdings,   Inc.,  Better  Minerals  &
          Aggregates Company, The Fulton Land and Timber Company,  Ottawa Silica
          Company, Pennsylvania Glass Sand Corporation,  George F. Pettinos, LLC
10        and  BMAC Services  Co.,  Inc.,  each as  Affiliate  Guarantors,  the
          financial  institutions  identified as Lenders on the signature  pages
          thereto,  and Wachovia Bank, National  Association,  as Administrative
          Agent and Swingline Lender  (incorporated by reference from Exhibit 10
          to our Current Report on Form 8-K dated September 12, 2003)

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

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

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

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





                                       21
<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:    November 13, 2003                      /s/John A. Ulizio
                                                -----------------
                                                 John A. Ulizio
                                      President and Chief Executive Officer




                                       22
<PAGE>


                                                                    Exhibit 31.2

                                  CERTIFICATION


I, Gary E. Bockrath, certify that:

1.   I have reviewed  this  quarterly  report on Form 10-Q 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:    November 13, 2003                 /s/Gary E. Bockrath
                                           -------------------
                                            Gary E. Bockrath
                                   Vice President and Chief Financial Officer



                                       23
<PAGE>

                                                                    Exhibit 32.1


                      STATEMENT OF CHIEF EXECUTIVE OFFICER

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

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

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


November 13, 2003

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











                                       24
<PAGE>



                                                                    Exhibit 32.2


                      STATEMENT OF CHIEF FINANCIAL OFFICER

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

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

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


November 13, 2003

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








                                       25