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 June 30, 2001

                                       or

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

                        Commission File Number 333-32518

                      Better Minerals & Aggregates Company
             (Exact Name of Registrant as Specified in Its Charter)

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

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

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

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

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

         Class                             Outstanding as of August 1, 2001
         ------                            --------------------------------

         Common Stock                      100 shares


<PAGE>


                      Better Minerals & Aggregates Company
                                 Form 10-Q Index


                                                                          Page

PART I.        FINANCIAL INFORMATION

Item 1.        Financial Statements

Condensed Consolidated Balance Sheets as of
June 30, 2001 (unaudited) and December 31, 2000.........................     1

Condensed Consolidated Statements of Operations for the quarter
and the six months ended June 30, 2001 and June 30, 2000 (unaudited)....     2

Condensed Consolidated Statements of Stockholder's Equity for
the six months ended June 30, 2001 and June 30, 2000 (unaudited)........     3

Condensed Consolidated Statements of Cash Flows for the six months
ended June 30, 2001 and June 30, 2000 (unaudited).......................     4

Notes to Condensed Consolidated Financial Statements....................     5

Item 2.        Management's Discussion and Analysis of Financial Condition
and Results of Operations..................        9

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

PART II.       OTHER INFORMATION

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

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

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


Signatures
Exhibit Index



<PAGE>



5

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>

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

                                                                            June 30,   December 31,
                                                                              2001         2000
                                                                              ----         ----
<S>                                                                        <C>          <C>
ASSETS
CURRENT:
   Cash and cash equivalents ...........................................   $     572    $     860
   Accounts receivable
    Trade, less allowance for doubtful accounts ........................      55,903       44,817
    Other ..............................................................       1,969        1,173
   Inventories .........................................................      27,715       27,890
   Prepaid expenses and other current assets ...........................       3,155        3,221
   Income tax deposit ..................................................       1,184        2,070
   Deferred income taxes ...............................................       3,518       12,809
                                                                           ---------    ---------
        Total current assets ...........................................      94,016       92,840

PROPERTY, PLANT AND EQUIPMENT:
   Mining property .....................................................     264,175      264,175
   Mine Development ....................................................       8,427        8,156
   Land ................................................................      28,177       28,249
   Land improvements ...................................................       5,252        5,043
   Buildings ...........................................................      36,556       36,556
   Machinery and equipment .............................................     159,425      156,297
   Furniture and fixtures ..............................................       1,997        1,395
   Construction-in-progress ............................................      10,431        5,317
                                                                           ---------    ---------
                                                                             514,440      505,188
   Accumulated depletion, depreciation and amortization ................    (104,985)     (89,502)
                                                                           ---------    ---------
       Property, plant, and equipment, net .............................     409,455      415,686

OTHER NONCURRENT:
    Goodwill and noncompete agreements, net ............................      15,480       16,649
    Debt issuance costs ................................................      11,477       12,958
    Other noncurrent assets ............................................         267          153
        Total other noncurrent .........................................      27,224       29,760
                                                                           ---------    ---------

        Total assets ...................................................   $ 530,695    $ 538,286
                                                                           =========    =========

                                        LIABILITIES
CURRENT:
    Book overdraft .....................................................   $   7,618    $   7,264
    Accounts payable ...................................................      16,444       15,908
    Accrued liabilities ................................................      11,648       11,490
    Due to parent ......................................................       2,409        2,362
    Accrued interest ...................................................       8,097        8,654
    Current portion of long-term debt ..................................      10,237        9,076
                                                                           ---------    ---------
        Total current liabilities ......................................      56,453       54,754

NONCURRENT LIABILITIES:
    Long-term debt, net of current portion .............................     292,639      280,329
    Deferred income taxes ..............................................      94,493      110,676
    Other noncurrent liabilities .......................................      40,767       39,311
                                                                           ---------    ---------
        Total noncurrent liabilities ...................................     427,899      430,316

                                   STOCKHOLDER'S EQUITY
Common stock, par value $.01, authorized 5,000 shares, issued 100 shares        --           --
Additional paid-in capital .............................................      81,377       81,377
Loans to related party .................................................      (1,437)      (1,507)
Retained deficit .......................................................     (33,389)     (26,560)
Accumulated other comprehensive (loss) income ..........................        (208)         (94)
                                                                           ---------    ---------
       Total stockholder's equity ......................................      46,343       53,216
                                                                           ---------    ---------
         Total liabilities and stockholder's equity ....................   $ 530,695    $ 538,286
                                                                           =========    =========

        The accompanying notes are an integral part of these statements.
</TABLE>


                                       1
<PAGE>

<TABLE>

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

                                                 For the Quarter Ended     For the Six Months Ended
                                                          June 30,                 June 30,
                                                          --------                 --------
                                                    2001         2000          2001          2000
                                                    ----         ----          ----          ----

<S>                                              <C>          <C>          <C>          <C>
Net sales ....................................   $  84,767    $  80,535    $ 143,726    $ 141,504
Cost of goods sold ...........................      60,975       55,872      111,473      104,882
Depreciation, depletion and amortization .....       8,117        9,169       16,355       17,625
Selling, general & administrative ............       5,857        7,214       11,095       13,270
Incentive stock compensation .................        --            998         --            998
                                                 ---------    ---------    ---------    ---------

         Operating income ....................       9,818        7,282        4,803        4,729
Interest expense .............................       8,945        8,937       18,916       17,797
Other (income) expense, net of interest income        (249)        (458)        (594)        (965)
                                                 ---------    ---------    ---------    ---------

         (Loss) income before income taxes ...       1,122       (1,197)     (13,519)     (12,103)
Provision (benefit) for income taxes .........          (5)      (2,970)      (6,690)      (4,769)
                                                 ---------    ---------    ---------    ---------

          Net (loss) income ..................   $   1,127    $   1,773    $  (6,829)   $  (7,334)
                                                 =========    =========    =========    =========

        The accompanying notes are an integral part of these statements.
</TABLE>



                                       2
<PAGE>


<TABLE>

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

<CAPTION>
                                                                                    Accumulated Other
                                                                                   Comprehensive loss
                                         Additional                 Loans    Unrealized    Minimum                  Total
                                Common     Paid-In     Retained  to Related   Loss on      Pension               Stockholder's
                                Stock      Capital      Deficit     Party   Derivatives   Liability     Total       Equity
                                -----      -------      -------     -----   -----------   ---------     -----       ------

<S>                           <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
Balance December 31, 2000 .   $   --      $ 81,377    $(25,560)   $ (1,507)   $   --      $    (94)   $    (94)   $ 53,216

Comprehensive income, net
   of income taxes:
     Net (loss) ...........                             (6,829)                                                    (6,829)
     Unrealized holding ...                                                      (114)                    (114)      (114)
      loss
          On derivatives
        Total .............                                                                                        (6,943)
         comprehensive loss
Loans to related party ....                                             70                                              70
                                          --------    --------    --------    --------    --------    --------    --------

Balance June 30, 2001 .....   $   --      $ 81,377    $(33,389)   $ (1,437)   $   (114)   $    (94)   $   (208)   $ 46,343
                              ========    ========    ========    ========    ========    ========    ========    ========
</TABLE>
<TABLE>

<CAPTION>

                                                                                Accumulated Other
                                                                                Comprehensive loss
                                        Additional              Loans        Foreign     Minimum             Total
                             Common      Paid-In    Retained  to Related     Currency    Pension         Stockholder's
                              Stock      Capital     Deficit    Party      Translation  Liability  Total     Equity
                              -----      -------     -------    -----      -----------  ---------  -----     ------
<S>                         <C>         <C>         <C>         <C>         <C>          <C>     <C>      <C>
Balance December 31, 1999   $   --      $ 81,377    $(17,012)   $   --      $    (30)    $--     $  (30)  $ 64,335
Comprehensive income, net
  of income taxes:
    Net (loss) ..........                             (7,334)                                              (7,334)
    Foreign currency ....                                                         30                 30         30
       translation
     Total comprehensive                                                                                   (7,304)
        loss
Loans to related party ..                                        (1,001)                                   (1,001)
                                        --------    --------    --------    --------     -----    ------   -------

Balance June 30, 2000 ...   $   --      $ 81,377    $(24,346)   $(1,001)   $   --       $ --      $ --    $ 56,030
                            ========    ========    ========    ========    ========    =====     =====   ========

        The accompanying notes are an integral part of these statements.
</TABLE>



                                       3
<PAGE>


<TABLE>

              BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                   (Unaudited)
<CAPTION>
                                                                                   Six Months Ended June 30,
                                                                                     2001           2000
                                                                                     ----           ----
<S>                                                                                 <C>         <C>
Cash flows from operating activities:
   Net (loss) income ............................................................   $ (6,829)   $ (7,334)
Adjustments to reconcile net (loss) income to cash flows from operations:
   Depreciation .................................................................     11,460      11,004
   Depletion ....................................................................      3,529       3,253
   Non compete agreement amortization ...........................................        591       2,749
   Debt issuance amortization ...................................................      1,481       1,082
   Deferred income taxes ........................................................     (6,892)     (7,230)
   Disposal of property, plant and equipment (gain) loss ........................       (204)          3
   Loss on sale of investment ...................................................       --            83
   Other ........................................................................      1,387         116
   Changes in assets and liabilities, net of the effects from acquired companies:
       Trade receivables ........................................................    (11,086)    (11,189)
       Non-trade receivables ....................................................       (796)        206
       Payable to parent ........................................................         47       2,778
       Payable to related party .................................................       --          (523)
       Inventories ..............................................................        175      (4,264)
       Prepaid expenses and other current assets ................................         66        (322)
       Accounts payable and accrued liabilities .................................        419       2,982
       Accrued interest .........................................................       (557)        655
       Income taxes .............................................................        887         368
                                                                                    --------    --------
          Net cash provided by (used in) operating activities ...................     (6,322)     (5,583)

Cash flows from investing activities:
   Capital expenditures .........................................................     (8,434)    (16,332)
   Proceeds from sale of property, plant and equipment ..........................        606           4
   Proceeds from sale of investment .............................................       --         3,136
   Loans to related party .......................................................         70      (1,001)

     Net cash used for investing activities .....................................     (7,758)    (14,193)

Cash flows from financing activies:
   Increase (decrease) in book overdraft ........................................        354        (149)
   Principal payments on capital lease obligations ..............................        (33)        (22)
   Net revolver credit agreement facility .......................................     17,700      10,300
   Repayment of long-term debt ..................................................     (4,229)     (2,805)
   Financing fees ...............................................................       --          (435)
                                                                                    --------    --------
     Net cash provided by (used in) financing activities ........................     13,792       6,889

Effect of cash exchange rates on cash ...........................................       --            30

          Net increase (decrease) in cash .......................................       (288)    (12,857)

Cash, beginning .................................................................        860      13,573
                                                                                    --------    --------
Cash, ending ....................................................................   $    572    $    716
                                                                                    ========    ========

Schedule of non-cash investing and financing activities:
    Assets acquired by assuming capital lease obligations .......................   $  1,209    $   --
                                                                                    ========    ========

        The accompanying notes are an integral part of these statements.
</TABLE>



                                       4
<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 2000 Annual Report
on Form 10-K for the year ended December 31, 2000, as amended (the "Form 10-K").

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

2.  Inventories

At June 30, 2001 and December 31, 2000, inventory consisted of the following:

                                                        June 30,   December 31,
  (In thousands)                                          2001        2000
                                                          ----        ----
  Supplies (net of $168 and $66 obsolescence reserve)     $12,068   $ 11,820
  Raw materials and work in process                         4,200      4,563
  Finished goods                                           11,447     11,507
                                                          ------      ------
                                                          $27,715   $ 27,890
                                                          =======   ========

3.  Comprehensive Income (Loss)

Comprehensive  income (loss), net of tax for the three and six months ended June
30, 2001 and 2000 was as follows:

                                          Three Months Ended    Six Months Ended
                                               June 30,             June 30,
  (In thousands)                          2001     2000        2001       2000
                                          ----     ----        ----       ----
  Net income (loss)                       $1,127   $1,773    $(6,829)   $(7,334)
  Unrealized holding gain
   (loss) on derivatives                       2        -       (114)         -
  Foreign currency translation                 -        -         -          30
                                          ------  -------    -------    -------

      Total comprehensive income (loss)   $1,129   $1,773    $(6,943)   $(7,304)
                                          ======   ======    ========   ========






                                       5
<PAGE>



4.  Segment Information

The Company operates in the industrial minerals and aggregates business segments
which are more fully  described in the Form 10-K. On January 1, 2001, as part of
a  change  in  management  reporting  responsibilities,  all of the  New  Jersey
operating  assets  of the  Company's  industrial  minerals  business  unit  were
transferred  to the  Company's  aggregates  business  unit.  Net sales  from the
transferred  assets are made both  directly to  customers  and to the  Company's
industrial minerals  subsidiary.  Prior year segment reporting has been restated
to  include  the New  Jersey  operations  as part  of the  Company's  aggregates
business unit. Reportable segment information for the three and six months ended
June 30, 2001 and 2000 was as follows:

<TABLE>
<CAPTION>
                                                     Three Months Ended         Six Months Ended
                                                          June 30,                  June 30,
(In thousands)                                      2001          2000        2001          2000
                                                    ----          ----        ----          ----
<S>                                              <C>          <C>          <C>          <C>
Net sales:
     Aggregates                                  $  39,532    $  35,095    $  56,628    $  51,357
     Industrial Minerals                            50,486       50,432       96,497       99,512
     Eliminations                                   (5,251)      (4,992)      (9,399)      (9,365)
                                                 ---------    ---------    ---------    ---------
            Total net sales                      $  84,767    $  80,535    $ 143,726    $ 141,504
                                                 =========    =========    =========    =========
Operating company income (loss):
     Aggregates                                  $   3,776    $   4,124    $  (3,335)   $  (2,210)
     Industrial Minerals                             6,483        5,769        8,839        9,625
                                                 ---------    ---------    ---------    ---------
            Total operating company
                      income (loss)              $  10,259    $   9,893    $   5,504    $   7,415
     General corporate (expense)                      (441)      (2,611)        (701)      (2,686)
                                                 ---------    ---------    ---------    ---------

            Total operating income (loss)        $   9,818    $   7,282    $   4,803    $   4,729
                                                 =========    =========    =========    =========
Depreciation, depletion
        and amortization expense:
     Aggregates                                  $   4,643    $   4,232    $   8,839    $   7,781
     Industrial Minerals                             3,458        4,922        7,484        9,814
     Corporate                                          16           15           32           30
                                                 ---------    ---------    ---------    ---------
            Total depreciation, depletion, and
                    amortization expense         $   8,117    $   9,169    $  16,355    $  17,625
                                                 =========    =========    =========    =========
Capital expenditures:
     Aggregates                                  $   2,802    $   8,199    $   5,814    $  11,166
     Industrial Minerals                             1,625        3,029        2,620        4,974
     Corporate                                        --            157         --            192
                                                 ---------    ---------    ---------    ---------
            Total capital expenditures           $   4,427    $  11,385    $   8,434    $  16,332
                                                 =========    =========    =========    =========
</TABLE>

Asset segment information at June 30, 2001 and December 31, 2000 was as follows:

                                                  June 30,       December 31,
(In thousands)                                      2001             2000
                                                    ----             ----
Assets:
    Aggregates                                     $357,059         $351,969
    Industrial Minerals                             168,347          203,676
    Corporate                                        14,160           20,533
    Elimination of intersegment receivables         (8,871)         (37,892)
                                                    -------         --------
         Total assets                              $530,695         $538,286
                                                   ========         ========



                                       6
<PAGE>





5.  Impact of Recent Accounting Standards

In June 2001, the Financial  Accounting  Standard Board ("FASB")  issued FAS No.
141, "Business  Combinations",  which addresses the accounting and reporting for
business combinations,  and FAS No. 142, "Goodwill and Other Intangible Assets",
which  addresses the  accounting  and reporting for acquired  goodwill and other
intangible  assets.  FAS 141  and 142 are  effective  January  1,  2002  for the
Company.  The Company is in the process of reviewing the new  pronouncements and
does not anticipate that adoption will have a material impact.

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

At June 30, 2001, the Company's  derivative  contracts  consisted of an interest
rate swap used to convert a portion of its variable-rate debt to fixed-rate debt
and interest rate cap agreements to limit a portion of its variable-rate debt to
a fixed rate. These instruments are designated as, and are considered, effective
cash flow hedges of the Company's forecasted variable rate interest payments.

During 2000,  the Emerging  Issues Task Force  ("EITF")  issued EITF No.  00-10,
"Accounting  for Shipping and Handling Fees and Costs." EITF No. 00-10 addresses
the statement of earnings  classification  of shipping and handling costs billed
to  customers  and was  effective  for the fourth  quarter of 2000.  The Company
adopted  the  provisions  of EITF No.  00-10 at that time and has  restated  the
second quarter and year-to-date  2000 results to include $13.8 million and $24.9
million, respectively, in revenue and in cost of sales.

6.  Sale of Canadian Facility

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

7.  Income Taxes

     In accordance  with generally  accepted  accounting  principles,  it is the
Company's  practice at the end of each interim reporting period to make 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.  In
addition,  in the first quarter of 2000, the sale of George F. Pettinos (Canada)
Limited created a one-time $1.1 million charge to the tax provision.

8.  Contingencies

     On April 20,  2001,  in an  action  pending  in  Beaumont,  Texas,  (Donald
Tompkins et at vs American  Optical  Corporation et al, the "Tompkins  Case"), a
jury rendered a verdict  against  Ottawa Silica Company and  Pennsylvania  Glass
Sand  Corporation,  predecessor to U.S.  Silica  Company,  in the amount of $7.5
million in actual damages.  On June 1, 2001, the trial judge entered judgment on
the verdict;  the amount of the judgment was approximately $6.4 million, the sum
of the verdict  (reduced by  settlements  from other  parties)  and  prejudgment
interest. In addition, punitive damages were settled for $600,000.

In light of the  facts  entered  into  evidence  relating  to the  timing of the
exposure,  the  Company  believes  that the entire  judgment  in this  action is
covered by a combination of the historical  insurance  coverage of Ottawa Silica
Company and the current  indemnity  agreement  of ITT  industries,  as described
below.  The company posted a bond,  which is required to be filed as part of the
appeal process. The notice of appeal to the appropriate  intermediate  appellate
court in Texas will be timely  filed.  Based on advice of  counsel,  the Company
believes  that  there are  meritorious  grounds  to file this  appeal and that a
reversal and remand of the Tompkins case is probable.


                                       7
<PAGE>

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

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

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

9.  Senior Subordinated Notes Subsidiary Guarantees

Except for the Company's Canadian subsidiary,  which is an inactive company with
an  immaterial  amount  of  assets  and  liabilities,   each  of  the  Company's
subsidiaries has fully and  unconditionally  guaranteed the 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.

10.  Related Party Transactions

In May, 2001, the Company entered into a new management  services agreement with
D. George  Harris & Associates  (DGH&A) that becomes  effective as of January 1,
2002. The new agreement has similar terms to the terms  contained in the current
management  services  agreement with DGHA,  which are described in the Company's
Annual  Report on Form 10-K for the year ended  December 31,  2000,  as amended.
Under the  terms of the new  agreement,  however,  the  annual  fee to DGH&A for
management  services  is reduced to  $500,000  per annum from the  $950,000  fee
expected to be paid in 2001.




                                       8
<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  consolidated  financial  statements and the notes thereto included in
Item  1 of  this  quarterly  report,  and  the  audited  consolidated  financial
statements  and the notes thereto and  management's  discussion  and analysis of
financial condition and results of operations  contained in our Annual Report on
Form 10-K for the year ended  December 31, 2000,  as amended.  Unless  otherwise
indicated or the context  otherwise  requires,  all references in this quarterly
report  to "we,"  "us,"  "our" or  similar  terms  refer to  Better  Minerals  &
Aggregates Company and its direct and indirect subsidiaries.

Overview

We mine, process and market industrial minerals,  principally industrial silica,
in the eastern and midwestern  United States.  We also mine,  process and market
aggregates and produce and market asphalt in certain parts of  Pennsylvania  and
New Jersey. Our end use markets for our silica products include container glass,
fiberglass,  specialty glass, flat glass,  fillers and extenders,  chemicals and
ceramics. We also supply our silica products to the foundry,  building materials
and other end use markets.  Our customers use our  aggregates,  which consist of
high quality crushed stone,  construction sand and gravel, for road construction
and maintenance,  other  infrastructure  projects and residential and commercial
construction  and to  produce  hot mixed  asphalt.  We  operate a network  of 26
production   facilities  in  14  states.   Our  industrial   minerals   business
(substantially  all the net sales of which  consist of silica  products) and our
aggregates  business  accounted for 60% and 40% of our net sales,  respectively,
for the  three  months  ended  June 30,  2001 and 67% and 33% of our net  sales,
respectively, for the six months
ended June 30, 2001.

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

On   January   1,   2001,   as  part  of  a  change  in   management   reporting
responsibilities,  all of the New  Jersey  operating  assets  of our  industrial
minerals  business unit were  transferred to our  aggregates  business unit. Net
sales from the transferred assets are made both directly to customers and to our
industrial  minerals  subsidiary,  which are then eliminated in the consolidated
financial  statements.  Prior year segment reporting has been restated as if the
asset transfer had occurred at the beginning of 2000.

Three Months Ended June 30, 2001 Compared with Three Months Ended June 30, 2000

Net Sales.  Net sales  increased  $4.3 million,  or 5.3% to $84.8 million in the
three  months  ended June 30, 2001 from $80.5  million in the three months ended
June 30, 2000.

Net sales for our industrial  minerals business  increased $0.1 million to $50.5
million in the three months ended June 30, 2001 from $50.4  million in the three
months ended June 30, 2000. This increase was from increased silica sales to the
oil and gas extraction,  building products and matrix end use markets, which was
almost  completely  offset by decreased  silica sales to the glass,  foundry and
fillers & extenders end use markets.

Net sales for our aggregates  business  increased $4.4 million or 12.5% to $39.5
million in the three months ended June 30, 2001 from $35.1  million in the three
months ended June 30, 2000.  Included in net sales are intercompany sales to our
industrial  minerals subsidiary totaling $5.3 million for the three months ended
June 30, 2001 as compared to $5.0  million for the three  months  ended June 30,
2000.  Excluding these intercompany sales, net sales for our aggregates business
increased  $4.1  million,  or 13.6%,  to $34.2 million in the three months ended
June 30,  2001 from $30.1  million  in the three  months  ended  June 30,  2000,
primarily  from a 12%  increase  in asphalt  volume and a 20%  increase in stone
volume sold in the period,  partially  offset by a 9%  reduction  in the average
selling  price for stone  products  due to product mix with  increased  sales of
lower priced stone product.

Cost of Goods Sold. Cost of goods sold increased $5.1 million,  or 9.1% to $61.0
million in the three months ended June 30, 2001 from $55.9  million in the three
months ended June 30, 2000.

Cost of goods sold for our industrial  minerals business  increased $0.7 million
or 1.9% to $37.1  million in the three  months  ended  June 30,  2001 from $36.4
million in the three months ended June 30, 2000, primarily due to a $0.6 million
increase in the price of dryer fuel, and normal cost inflation.


                                       9
<PAGE>

Cost of goods sold for our aggregates  business  increased $4.2 million or 17.3%
to $28.5  million in the three months ended June 30, 2001 from $24.3  million in
the three  months  ended June 30, 2000,  primarily  due to  increased  stone and
asphalt  volume,  partially  offset by a $0.8 million  reduction in the price of
asphalt cement used in the production of hot mixed asphalt.

Depreciation,   Depletion   and   Amortization.   Depreciation,   depletion  and
amortization decreased $1.1 million or 12.0% to $8.1 million in the three months
ended June 30, 2001 from $9.2  million in the three  months ended June 30, 2000.
The decrease was primarily due to a $1.3 million  decrease in amortization  from
the  completion  the  amortization  of a non-compete  agreement  with the former
parent company of our industrial minerals subsidiary.

Selling,  General  and  Administrative.   Selling,  general  and  administrative
expenses  decreased  $2.3  million or 24.2% to $5.9  million in the three months
ended June 30, 2001 from $8.2  million in the three  months ended June 30, 2000.
This  decrease  was due to a $2.3  million  non-recurring  charge in 2000,  $1.0
million of which was non-cash  incentive  stock  compensation,  related to stock
issued to the newly hired President of our aggregates business.

Operating  Income.  Operating  income was $9.8 million in the three months ended
June 30, 2001  compared to $7.3 million in the three months ended June 30, 2000,
as a result of the factors noted earlier.

Operating income for our industrial  minerals business increased $0.7 million or
12.1% to $6.5  million in the three months ended June 30, 2001 from $5.8 million
in the three  months  ended June 30, 2000  primarily  due to the  factors  noted
earlier.

Operating  income for our  aggregates  business  decreased  $0.3 million to $3.8
million in the three  months  ended June 30, 2001 from $4.1 million in the three
months  ended  June  30,  2000  as  a  result  of a  $0.4  million  increase  in
depreciation,  depletion and  amortization  and the other factors noted earlier.
Due to the seasonality of our aggregates business,  operating income incurred in
the second quarter of our fiscal year may not be indicative of operating results
for the full year.

Corporate  expenses not allocated to business segments decreased $2.2 million to
$0.4 million in the three  months ended June 30, 2001,  from $2.6 million in the
three months ended June 30, 2000 as a result of the  non-recurring  compensation
expense incurred in 2000 noted earlier.

Interest  Expense.  Interest  expense was $8.9 million in the three months ended
June 30, 2001 and in the three months  ended June 30, 2000 as the interest  cost
of increased borrowings was offset by decreased interest rates.

Benefit for Income  Taxes.  The benefit  for income  taxes for the three  months
ended June 30, 2001 has been adjusted to reflect the  estimated  benefit for the
first half of the year using an estimated annual effective tax rate of 49%.

Net  Income.  Net income  decreased  $0.7  million to $1.1  million in the three
months  ended June 30, 2001 from $1.8 million in the three months ended June 30,
2000,  primarily  due to a $3.0 million  reduction in income tax benefits  which
offset a $2.3  million  increase  in pre tax  income  due to the  factors  noted
earlier.

Six Months Ended June 30, 2001 Compared With Six Months Ended June 30, 2000

Net Sales. Net sales increased $2.2 million or 1.6% to $143.7 million in the six
months ended June 30, 2001 from $141.5  million in the six months ended June 30,
2000.

Net sales for our industrial minerals business decreased $3.0 million or 3.0% to
$96.5  million in the six months  ended June 30, 2001 from $99.5  million in the
six months ended June 30, 2000.  This  decrease  was  primarily  due to the $1.9
million  reduction  in sales as a result  of the  divestiture  of one of our two
Canadian  subsidiaries,  George  F.  Pettinos  (Canada)  Limited,  ("PECAL")  in
February 2000. Excluding the divestiture,  net sales for our industrial minerals
business decreased $1.1 million or 1.1% to $96.5 million in the six months ended
June 30,  2001 from $97.6  million in the six months  ended June 30,  2000,  due
primarily  to  decreased  silica  sales to the  glass,  foundry  and  filler and
extender end use markets partially offset by an increase in sales to the oil and
gas extraction and building products end use markets.

Net sales for our aggregates  business  increased $5.2 million or 10.1% to $56.6
million for the six months  ended June 30,  2001 from $51.4  million for the six
months  ended June 30,  2000,  including  intercompany  sales to our  industrial
minerals  business  totaling  $9.4 million in the six months ended June 30, 2001
and $9.2  million  in the six  months  ended  June  30,  2000.  Excluding  these
intercompany  sales, net sales of aggregates  increased $5.0 million or 11.8% to
$47.2  million in the six months ended June 30, 2001 from $42.2  million for the
six months ended June 30, 2000 due to a 10.4%  increase in asphalt  volume and


                                       10
<PAGE>

a 20.0% increase in stone volume sold during the period, partially offset by an
8.2% decrease in the average selling price for stone products due to product
mix.

Cost of Goods Sold.  Cost of goods sold increased $6.6 million or 6.3% to $111.5
million for the six months  ended June 30, 2001 from $104.9  million for the six
month period ended June 30, 2000.

Cost of goods sold for our industrial  minerals business  increased $0.2 million
to $73.2  million for the six months ended June 30, 2001 from $73.0  million for
the six months ended June 30, 2000. The  divestiture of PECAL in February,  2000
resulted in a $1.5 million decrease in cost of goods sold in 2001. Excluding the
divestiture,  cost of goods sold increased $1.7 million or 2.4% to $73.2 million
in the six months  ended June 30,  2001 from  $71.5  million  for the six months
ended June 30, 2000 due  primarily  to a $2.3  million  increase in the price of
dryer fuel, offset by a 2.7% reduction in volume.

Cost of goods sold for our aggregates  business  increased $5.4 million or 13.2%
to $46.4  million for the six months ended June 30, 2001 from $41.0  million for
the six months ended June 30, 2000, primarily due to increased stone and asphalt
volume,  partially  offset by a $0.8 million  reduction in the purchase price of
asphalt cement used in the production of hot mixed asphalt.

Depreciation,   Depletion   and   Amortization.   Depreciation,   depletion  and
amortization  decreased $1.2 million, or 6.8% to $16.4 million in the six months
ended June 30, 2001 from $17.6  million in the six months  ended June 30,  2000.
This  decrease is  primarily  due to a $2.2  million  decrease  in  amortization
expense on the completion of the  amortization  of a non-compete  agreement with
the former  parent  company of our  industrial  minerals  subsidiary,  partially
offset by an increase in depreciation from our capital expenditure program.

Selling,  General  and  Administrative.   Selling,  general  and  administrative
expenses  decreased  $3.2  million  or 22.4% to $11.1  million in the six months
ended June 30, 2001 from $14.3  million for the six months  ended June 30, 2000.
This decrease  resulted  primarily from a $2.3 million  non-recurring  charge in
2000, $1.0 million of which was non-cash incentive stock  compensation,  for the
issuance of stock to the newly hired  President of our  aggregates  business and
the  elimination  of $0.4  million  in costs as a result of the  divestiture  of
PECAL.

Operating Income. Operating income was $4.8 million in the six months ended June
30, 2001  compared to $4.7 million in the six months  ended June 30, 2000,  as a
result of the factors noted earlier.

Operating income for our industrial  minerals business decreased $0.8 million or
8.3% to $8.8  million in the six months ended June 30, 2001 from $9.6 million in
the six months ended June 30, 2000 primarily due to the factors noted earlier.

Operating  loss for our  aggregates  business  increased  $1.1 million to a $3.3
million operating loss in the six months ended June 30, 2001 from a $2.2 million
operating  loss in the six  months  ended  June 30,  2000 as a result  of a $1.1
million  increase in  depreciation,  depletion and  amortization and the factors
noted earlier.  Due to the  seasonality of our  aggregates  business,  operating
losses  incurred in the first half of our fiscal year and may not be  indicative
of operating results for the full year.

Corporate  expenses not allocated to business segments decreased $2.0 million to
$0.7  million in the six months ended June 30, 2001 from $2.7 million in the six
months  ended  June 30,  2000,  as a result  of the  non-recurring  compensation
expense incurred in 2000 noted earlier.

Interest  Expense.  Interest expense  increased $1.8 million to $18.9 million in
the six months  ended June 30, 2001 from $17.8  million in the six months  ended
June 30,  2000  due  primarily  to  increased  borrowings  partially  offset  by
decreased interest rates.

Benefit for Income Taxes.  The benefit for income taxes for the six months ended
June 30, 2001 is based on the effective  tax rate expected to be realizable  for
the year of  approximately  49%. The benefit for taxes for the six-month  period
ended June 30, 2000 was also based on an effective tax rate of 49%. However, the
benefit in 2000 was reduced by taxes required on the sale of PECAL, resulting in
a net effective tax rate of 39%.

Net Loss.  Net loss  decreased  $0.4  million to $6.8  million in the six months
ended June 30,  2001 from $7.3  million in the six  months  ended June 30,  2000
primarily as a result of the factors noted earlier.

Liquidity and Capital Resources

Our principal liquidity requirements have historically been to service our debt,
meet our working capital,  capital expenditures and mine development expenditure
needs and finance acquisitions.  We are a holding company and as such we


                                       11
<PAGE>

conduct all our operations through our subsidiaries. As a holding company, we
are dependent upon dividends or other intercompany transfers of funds from our
subsidiaries to meet our debt service obligations, and have historically met our
liquidity and capital investment needs with internally generated funds.
Conversely, we have funded our acquisitions through borrowings and equity
investments. Our total long term debt as of June 30, 2001 was $302.9 million,
and our total stockholder's equity as of that date was $46.3 million, giving us
total debt representing approximately 87% of total capitalization. Our debt
level makes us more vulnerable to economic downturns and adverse developments in
our business.

Net cash used in operating  activities was $6.3 million for the six months ended
June 30, 2001  compared to $5.6  million for the six months ended June 30, 2000.
Cash used in operating  activities  increased  $0.7 million in the first half of
2001 due  primarily to $2.7 million less in advances  received  from our parent,
who  sold  stock in 2000  but not  2001,  and a $0.9  million  reduction  in our
earnings before depreciation,  depletion and amortization, partially offset by a
$2.0 million  improvement in working capital,  due to a reduced inventory build,
and a $1.0 million income tax refund. Interest paid in the six months ended June
30, 2001 was $17.8  million,  an increase of $1.9 million from the $15.9 million
paid in the six months ended June 30,  2000,  primarily as a result of increased
borrowings,  and a $0.4 million  amendment fee under our senior  secured  credit
agreement.

Net cash used for investing  activities  decreased  $6.4 million to $7.8 million
for the period ended June 30, 2001 from $14.2  million for the period ended June
30, 2000.  This  decrease  primarily  resulted  from a $7.9 million  decrease in
capital expenditures due in a part to the one-time $6.1 million purchase in 2000
of a hot mixed asphalt plant,  and $0.6 million received in 2001 for excess land
and property sales, partially offset by the $3.1 million received from the PECAL
sale in February  2000.  In  addition,  we acquired  $1.2  million in mining and
mobile equipment through new capital lease obligations.

Cash flow provided by financing  activities was $13.8 million for the six months
ended June 30, 2001 as compared  to $6.9  million for the six months  ended June
30, 2000. There was a $13.5 million increase in long term debt in the six months
ended June 30, 2001 as compared to a $7.5 million  increase in long term debt in
the same period in 2000.

Interest  payments on our 13% senior  subordinated  notes due 2009 ($150 million
outstanding  as of June 30, 2001),  which are  unconditionally  and  irrevocably
guaranteed, jointly and severally, by each of our domestic subsidiaries,  senior
debt service under our senior secured credit agreement, working capital, capital
expenditures and mine development  expenditures incurred in the normal course of
business as current deposits are depleted,  represent our significant  liquidity
requirements.

Under our senior  secured  credit  agreement,  as of June 30, 2001, we had $36.0
million  outstanding  under the tranche A term loan  facility and $92.5  million
outstanding  under the tranche B term loan  facility.  In addition,  this credit
agreement  provides us with a $50  million  revolving  credit  facility of which
$23.2 million was drawn as of June 30, 2001,  with an  additional  $19.0 million
available for borrowing,  after taking into consideration $7.8 million allocated
for letters of credit.  The revolving  credit  facility is available for general
corporate  purposes,  including  working capital and capital  expenditures,  but
excluding  acquisitions,  and  includes  sublimits  of  $12.0  million  and $3.0
million, respectively, for letters of credit and swingline loans. Debt under the
senior secured credit agreement is secured by  substantially  all of our assets,
including our real and personal  property,  inventory,  accounts  receivable and
other  intangibles.  For a further  description  of the  senior  secured  credit
agreement,  including  certain  restrictions that it imposes upon us and certain
financial  covenants  that it requires us to maintain,  please see Note 6 to our
audited consolidated  financial statements included in our Annual Report on Form
10-K for the year ended December 31, 2000, as amended.

On February 22, 2001,  the lenders  under our senior  secured  credit  agreement
approved an  amendment  effective  December  31, 2000 that  revised the required
leverage ratio and interest  coverage ratio covenants under the credit agreement
for the period of December  31, 2000 through  December 31, 2001.  As a result of
this amendment,  we were in compliance with these financial ratio covenants,  as
revised,  as of  December  31,  2000,  March  31,  2001 and June  30,  2001.  In
connection  with  this  amendment,  we agreed to a 25 basis  point  increase  in
interest  rates for any period in which our leverage  ratio is greater than 5.0.
In addition, we agreed to cancel the undrawn $40.0 million acquisition term loan
facility,  which also  resulted  in a  $300,000  reduction  in our  annual  loan
commitment  fees,  as  of  February  22,  2001.  A  one-time  amendment  fee  of
approximately  $400,000 was paid to the lenders as part of this amendment.  This
amendment to our credit  agreement was filed as an exhibit to our Current Report
on Form 8-K dated February 22, 2001.

We  believe,  based  on our  calendar  year  2001  forecast,  that we will be in
compliance with the amended leverage ratio and interest coverage ratio covenants
contained in the senior  secured credit  agreement  throughout the calendar year
2001. In the event that we do not substantially achieve our forecast, it will be
necessary to seek further  amendments  to the senior  secured  credit  agreement
covenants.  While we obtained  amendments  and waivers under the secured  credit
agreement  in the past,  there

                                       12
<PAGE>

can be no assurance that future amendments or waivers will be granted or that
such amendments or waivers, if granted, would be on terms satisfactory to us.

Capital  expenditures totaled $8.4 million in the six months ended June 30, 2001
compared with $16.3 million in the six months ended June 30, 2000.  Our expected
capital  expenditure  requirements  for the  remainder of 2001 and 2002 are $9.8
million and $21.2 million, respectively.

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

Forward-Looking Statements

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


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

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



                                       13
<PAGE>




                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

We are a defendant in various lawsuits related to our businesses.  These matters
include  lawsuits  relating to the exposure of persons to crystalline  silica as
discussed  in  detail  in our  Annual  Report  on Form  10-K for the year  ended
December  31,  2000,  as  amended,   filed  with  the  Securities  and  Exchange
Commission.

On April 20, 2001, in an action pending in Beaumont,  Texas, (Donald Tompkins et
at vs American Optical  Corporation et al, the "Tompkins Case"), a jury rendered
a verdict against Ottawa Silica Company and Pennsylvania Glass Sand Corporation,
predecessor  to U.S.  Silica  Company,  in the amount of $7.5  million in actual
damages.  On June 1, 2001, the trial judge entered judgment on the verdict;  the
amount of the judgment was  approximately  $6.4 million,  the sum of the verdict
(reduced  by  settlements  from other  parties)  and  prejudgment  interest.  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  in this action is covered by a
combination  of the historical  insurance  coverage of Ottawa Silica Company and
the current indemnity  agreement of ITT industries,  as described in such Annual
Report on Form 10-K.  We have  posted a bond,  which is  required to be filed as
part of the appeal process. The notice of appeal to the appropriate intermediate
appellate  court in Texas will be timely filed.  Based on advice of counsel,  we
believe  that  there are  meritorious  grounds  to file this  appeal  and that a
reversal and remand of the Tompkins case is probable.

Although we do not  believe  that these  lawsuits  are likely to have a material
adverse  effect upon our  business,  we cannot  predict  what the full effect of
these or other  lawsuits  will be. We  currently  believe,  however,  that these
claims and proceedings in the aggregate are unlikely to have a material  adverse
effect on us.

Item 5.  Other Information

In May, 2001, we entered into a new management services agreement with D. George
Harris & Associates  (DGH&A) that becomes  effective as of January 1, 2002.  The
new agreement has similar terms to the terms contained in the current management
services  agreement with DGHA,  which are described in our Annual Report on Form
10-K for the year ended  December 31, 2000,  as amended.  Under the terms of the
new  agreement,  however,  the annual fee to DGH&A for  management  services  is
reduced to $500,000 per annum from the $950,000 fee expected to be paid in 2001.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit No.

  10.1    SECOND  AMENDED  AND  RESTATED   MANAGEMENT  SERVICES  AGREEMENT  (the
          "Agreement")  dated as of March 28, 2001, among USS HOLDINGS,  INC., a
          Delaware corporation ("USSH"),  BETTER MINERALS & AGGREGATES COMPANY.,
          a Delaware corporation formerly known as USS Intermediate Holdco, Inc.
          ("BMAC"),  U.S.  SILICA  COMPANY,  a Delaware  corporation  ("Silica")
          (collectively,  the "Companies", and individually a "Company"), and D.
          GEORGE HARRIS & ASSOCIATES, LLC., a Delaware corporation ("DGHA").

(b) Reports on Form 8-K

None.



                                       14
<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.

August 9, 2001                    Better Minerals & Aggregates Company


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




<PAGE>




                                  EXHIBIT INDEX

Exhibit No.
-----------

     10-1      SECOND AMENDED AND RESTATED  MANAGEMENT  SERVICES  AGREEMENT (the
               "Agreement")  dated as of March 28,  2001,  among  USS  HOLDINGS,
               INC.,  a  Delaware  corporation   ("USSH"),   BETTER  MINERALS  &
               AGGREGATES COMPANY., a Delaware corporation formerly known as USS
               Intermediate  Holdco,  Inc.  ("BMAC"),  U.S.  SILICA  COMPANY,  a
               Delaware corporation ("Silica")  (collectively,  the "Companies",
               and individually a "Company"), and D. GEORGE HARRIS & ASSOCIATES,
               LLC., a Delaware corporation ("DGHA").






<PAGE>


                                                               6
Exhibit 10-1.
               SECOND AMENDED AND RESTATED  MANAGEMENT  SERVICES  AGREEMENT (the
                    "Agreement") dated as of March 28, 2001, among USS HOLDINGS,
                    INC., a Delaware  corporation  ("USSH"),  BETTER  MINERALS &
                    AGGREGATES  COMPANY.,  a Delaware corporation formerly known
                    as USS  Intermediate  Holdco,  Inc.  ("BMAC"),  U.S.  SILICA
                    COMPANY, a Delaware  corporation  ("Silica")  (collectively,
                    the  "Companies",  and  individually  a  "Company"),  and D.
                    GEORGE  HARRIS &  ASSOCIATES,  LLC., a Delaware  corporation
                    ("DGHA").

     WHEREAS,  USSH, BMAC, USS Acquisition,  Inc., a Delaware corporation (which
     was merged with and into Silica on February 9, 1996) and DGHA  entered into
     a Management  Services  Agreement  dated as of February 9, 1996 (the "First
     Agreement"),  which was  amended and  restated by the Amended and  Restated
     Management  Services  Agreement  dated as of  October  1,  1998  (the  "Old
     Agreement");

     WHEREAS,  DGHA and the Companies  desire that the Old  Agreement  remain in
     effect until December 31, 2001 and that this Agreement  become effective as
     of January 1, 2002 (the "Effective Date").

     WHEREAS,  each  Company  desires  to  continue  to avail  itself  of DGHA's
     expertise and  consequently  has requested DGHA to continue to provide such
     expertise,  from time to time,  in rendering  certain  management  services
     related to the business  and affairs of such  Company and its  Subsidiaries
     and the review and analysis of certain financial and other transactions.

     WHEREAS,  DGHA  and the  Companies  agree  that it is in  their  respective
     interests  to enter  into this  Agreement  whereby,  for the  consideration
     specified herein, DGHA shall provide such services to the Companies.

     WHEREAS,  each  Company  and DGHA  wish to amend in  certain  respects  and
     restate the Old Agreement;

     NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter set
     forth, the Companies and DGHA agree as follows:

Section 1.        Definitions.
                  ------------

     Unless defined herein,  capitalized terms used in this Agreement shall have
     the  meanings  ascribed to them in the Amended  and  Restated  Stockholders
     agreement  dated as of the date of the Old Agreement,  as amended from time
     to time (the "Stockholders Agreement"), among USSH and the Stockholders.

     The use in this Agreement of the term "including" means "including, without
     limitation." The words "herein,"  "hereof,"  "hereunder" and other words of
     similar import refer to this Agreement as a whole,  including the schedules
     and exhibits, as the same may from time to time be amended or supplemented,
     and not to any particular section, subsection,  paragraph,  subparagraph or
     clause contained in this Agreement.  All references to sections,  schedules
     and exhibits  mean the sections of this  Agreement  and the  schedules  and
     exhibits attached to this Agreement.

                                       2
<PAGE>

     The title of and the section and paragraph  headings in this  Agreement are
     for  convenience of reference only and shall not govern the  interpretation
     of any of the terms or provisions of this Agreement.

     The use herein of the masculine, feminine or neuter forms shall also denote
     the other forms, as in each case the context may require.

Section 2.        Retention of DGHA.
                  ------------------

     The Companies retain DGHA, and DGHA accepts such retention,  upon the terms
     and conditions set forth in this Agreement.

Section 3.        Term.
                  -----

     Subject to the  provisions of Section 3(b) and except for the provisions of
     Section 13 which shall be effective as of the date hereof,  this  Agreement
     shall  commence  on the  date  hereof  and  shall  terminate  on the  first
     anniversary of the date hereof (the "Initial Term"); provided that upon the
     termination  of the  Initial  Term this  Agreement  shall be  automatically
     extended until terminated by USSH or DGHA by serving 9 months prior written
     notice upon the other.

     This  Agreement  shall  automatically  terminate  with  respect  to (i) any
     Company and its Subsidiaries  upon a sale of such Company to a person which
     is not an  Affiliate  of such  Company  (whether  pursuant  to a merger  or
     consolidation,  a sale of capital stock or all or substantially  all of its
     assets) and (ii) all of the Companies in the event that (A) the Majority of
     the Institutional Stockholders have designated the Additional Institutional
     Directors  pursuant to Section 2(b) of the Stockholders  Agreement and USSH
     has  provided  written  notice  to DGHA of its  desire  to  terminate  this
     Agreement  pursuant to this clause  (ii)(A) of Section 3(b) or (B) the DGHA
     Stockholders  and their  respective  Affiliates cease to own 50% or more of
     the Securities (other than the DGHA Restricted  Shares) held by them on the
     date hereof.

     This Agreement may be terminated at the option of USSH if neither D. George
     Harris nor Anthony J. Petrocelli is actively  involved in the management of
     DGHA.

Section 4.        Management Services.
                  --------------------

     DGHA shall  advise the  Companies  concerning  such  management  matters as
     relate to proposed  financial  transactions,  acquisitions and other senior
     management matters related to the Companies'  business,  administration and
     policies,  in each case as the Companies shall  reasonably and specifically
     request by way of notice to DGHA,  which notice shall  specify the services
     required of DGHA and shall include all  background  material  necessary for
     DGHA to complete  such  services.  DGHA shall not be required to devote any
     specified  amount of time to any such written request and shall be required
     to devote only so much time to any such written  request as DGHA shall,  in
     its reasonable discretion,  deem necessary to complete such services.  Such
     consulting services shall, in DGHA's reasonable discretion,  be rendered in
     person  or by  telephone  or other  communication.  DGHA  shall (i) use its
     reasonable  efforts to deal effectively  with all subjects  submitted to it
     hereunder  and (ii)  endeavor to further,  by  performance  of its services
     hereunder, the policies and objectives of the Companies.

     DGHA shall  perform all such services as an  independent  contractor to the
     Companies.  DGHA is not an employee, agent or representative of any Company
     and has no  authority  to act for or to bind any Company  without its prior
     written consent.

     This  Agreement  shall in no way  prohibit  DGHA or any partner or employee
     thereof from engaging in other activities,  whether or not competitive with
     any business of the Companies.

                                       3
<PAGE>

Section 5.        Compensation.
                  -------------

     As consideration for DGHA's agreement to render the management services set
     forth in Section 4 and as  compensation  for any such services  rendered by
     DGHA, the Companies  shall pay DGHA (or one or more  designees  thereof) an
     annual fee (the "Annual Fee") of $500,000.

     The  Annual  Fee  shall  be paid  for each  fiscal  year in  equal  monthly
     installments, payable in arrears.

     The Companies shall reimburse DGHA for all reasonable out-of- pocket travel
     and  entertainment  expenses  incurred  by  DGHA  in  connection  with  the
     rendering of management services pursuant to this Agreement.

Section 6.        Loans.
                  ------

     Silica  has,  pursuant to the Old  Agreement,  provided to DGHA one or more
     interest-free  loans which total  $1,522,375.26  in the aggregate (the "Old
     Loans") as of this date as set forth on  Schedule 1 attached  hereto.  From
     the Effective Date of this Agreement  until the earlier of (i)  termination
     of this  Agreement in accordance  with Section 3 or (ii) December 31, 2004,
     at the  request  of  DGHA,  Silica  shall  provide  to  DGHA  one  or  more
     interest-free loans of not more than $500,000 in the aggregate per calendar
     year (the "New Loans" and together with the Old Loans, the "Loans").

     The Loans shall mature and be payable as of the date of the consummation of
     an IRR Event.

     The Loans are  guaranteed  by the  persons  listed on  Schedule  2 attached
     hereto (the  "Guarantors")  and in proportion with the  percentages  listed
     opposite such  Guarantors'  names on Schedule 1, which  guarantees shall be
     several  but  not  joint  obligations  of the  Guarantor.  A form  of  such
     guarantees is attached hereto as Exhibit C.

Section 7.        Notices.
                  --------

     All notices, requests, consents and other communications hereunder shall be
     in writing and shall be deemed sufficient if personally delivered,  sent by
     nationally-recognized  overnight courier, by facsimile, or by registered or
     certified mail, return receipt requested and postage prepaid,  addressed as
     follows:

                  if to DGHA, to:

                  D. George Harris & Associates, Inc.
                  399 Park Avenue
                  32nd Floor
                  New York, New York 10022
                  Attention:  Anthony J. Petrocelli
                  Telecopier: (212) 207-6450
                  Telephone:  (212) 207-6405

                  if to the Companies:

                  USS Holdings, Inc.
                  c/o U.S. Silica Company
                  P.O. Box 187
                  Berkeley Springs, WV  25411
                  Attention:  President
                  Telecopier:  (304) 258-3500
                  Telephone:   (304) 258-2500

                                       4
<PAGE>

                  wth a copy to:

                  J.P. Morgan Partners (SBIC), LLC
                  c/o J.P. Morgan Partners
                  1221 Avenue of the Americas
                   New York, NY  10020
                   Attention:    Timothy J. Walsh
                   Telecopier:  (212) 899-3553
                   Telephone:  (212) 899-3755

     or to such  other  address  as the party to whom  notice is to be given may
     have furnished to each other party in writing in accordance  herewith.  Any
     such notice or  communication  shall be deemed to have been received (a) in
     the case of personal  delivery,  on the date of such  delivery,  (b) in the
     case of  nationally-recognized  overnight courier, on the next business day
     after the date when sent, (c) in the case of facsimile  transmission,  when
     received,  and (d) in the  case  of  mailing,  on the  third  business  day
     following that on which the piece of mail containing such  communication is
     posted.

Section 8.        Benefits of Agreement.
                  ----------------------

     This Agreement  shall bind and inure to the benefit of any successors to or
     assigns of DGHA and the Companies;  provided,  however, that this Agreement
     may not be assigned by any party hereto  without the prior written  consent
     of the other parties.  The obligations of the Companies  hereunder shall be
     joint and several.

Section 9.        Governing Law.
                  --------------

     This  Agreement  shall  be  governed  by  and  construed  and  enforced  in
     accordance with the laws of the State of New York (without giving effect to
     principles of conflicts of laws).

Section 10.       Entire Agreement; Amendments.
                  -----------------------------

     This  Agreement  contains  the entire  understanding  of the  parties  with
     respect to its subject matter, and neither it nor any part of it may in any
     way be altered, amended,  extended, waived, discharged or terminated except
     by a written agreement signed by each of the parties hereto.

Section 11.       Counterparts.
                  -------------

     This Agreement may be executed in  counterparts,  and each such counterpart
     shall be deemed to be an  original  instrument,  but all such  counterparts
     together shall constitute but one agreement.

Section 12.       Waivers.
                  --------

     Any party to this  Agreement  may, by written  notice to the other parties,
     waive any provision of this Agreement.  The waiver by any party of a breach
     of any provision of this  Agreement  shall not operate or be construed as a
     waiver of any subsequent breach.

Section 13.        Old Agreement.
                   --------------

     The Old Agreement  shall remain in full force and effect  through  December
     31,  2001.  Effective  as of  January  1,  2002,  the Old  Agreement  shall
     terminate and be superceded by this Agreement.

                                    * * * * *

                                       5
<PAGE>

     IN WITNESS WHEREOF, the parties have duly executed this Management Services
     Agreement as of the date first above written.

                               USS HOLDINGS, INC.

                               By:           /s/ R. D. Reeves
                                  --------------------------------
                               Name:  R. D. Reeves
                               Title:   President

                               BETTER MINERALS & AGGREGATES COMPANY

                               By:           /s/ R. D. Reeves
                                  --------------------------------
                               Name:  R. D. Reeves
                               Title:  President

                               U.S. SILICA COMPANY

                               By            /s/ R. D. Reeves
                                 ---------------------------------
                               Name:  R. D. Reeves
                               Title:

                               D. GEORGE HARRIS & ASSOCIATES, LLC.

                               By:         /s/ D. George Harris
                                  --------------------------------
                               Name:  D. George Harris
                               Title:











                                       6