UNITED STATES

                       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 April 4, 1999

                                       OR

  / /          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 33-81808

                    BUILDING MATERIALS CORPORATION OF AMERICA
             (Exact name of registrant as specified in its charter)


        Delaware                                               22-3276290
(State of Incorporation)                                  (I. R. S. Employer
                                                           Identification No.)

 1361 Alps Road, Wayne, New Jersey                               07470
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code           (973) 628-3000

See table of additional registrants.

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  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

YES  /X/          NO  / /

As of May 17, 1999,  1,015,010 shares of Class A Common Stock,  $.001 par value,
and  15,000  shares  of Class B Common  Stock,  $.001  par  value,  of  Building
Materials  Corporation of America were  outstanding.  There is no trading market
for the common stock of Building Materials Corporation of America.

As of May 17, 1999, each of the additional  registrants had the number of shares
outstanding  which  is  shown  on the  table  below.  No  shares  were  held  by
non-affiliates.


<PAGE>

<TABLE>

                             ADDITIONAL REGISTRANTS
<CAPTION>


                                                                Registration     Address, including zip
                                  State or other                No./I.R.S.       code and telephone number,
                                  jurisdiction of  No. of       Employer         including area code, of
Exact name of registrant as       incorporation    Shares       Identification   registrant's principal
specified in its charter          or organization  Outstanding  No.              executive offices
---------------------------       ---------------  -----------  ---------------  ----------------------------
<S>                               <C>              <C>          <C>              <C>

Building Materials
  Manufacturing Corporation....   Delaware           10         333-69749-01/    1361 Alps Road
                                                                22-3626208       Wayne, NJ 07470
                                                                                 (973) 628-3000


Building Materials
  Investment Corporation.......   Delaware           10         333-69749-02/    300 Delaware Avenue
                                                                22-3626206       Wilmington, DE  19801
                                                                                 (302) 427-5960

</TABLE>

<PAGE>


                                                                  


                         Part I - FINANCIAL INFORMATION
                          Item 1 - FINANCIAL STATEMENTS


                    BUILDING MATERIALS CORPORATION OF AMERICA

                  CONSOLIDATED STATEMENTS OF INCOME (Unaudited)



                                                   Quarter Ended
                                                -------------------
                                                March 29,  April 4,
                                                  1998       1999
                                                ---------  --------
                                                    (Thousands)

Net sales .................................    $212,429   $262,928
                                               --------   --------
Costs and expenses:
  Cost of products sold ...................     158,034    192,082
  Selling, general and administrative......      47,874     56,275
  Goodwill amortization ...................         492        509
                                               --------   --------

    Total costs and expenses...............     206,400    248,866
                                               --------   --------

Operating income ..........................       6,029     14,062
Interest expense ..........................     (12,692)   (11,834)
Other income (expense), net................      10,267       (510)
                                               --------   --------

Income before income taxes ................       3,604      1,718
Income taxes ..............................      (1,404)      (636)
                                               --------   --------
Net income ................................    $  2,200   $  1,082
                                               ========   ========


























The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.

                                       1
<PAGE>


                    BUILDING MATERIALS CORPORATION OF AMERICA
                           CONSOLIDATED BALANCE SHEETS
                                                                     April 4,
                                                     December 31,      1999
                                                         1998       (Unaudited)
                                                     ------------   -----------
                                                            (Thousands)
ASSETS
Current Assets:
  Cash and cash equivalents.........................  $  24,987     $  18,570
  Investments in trading securities.................     95,134        56,617
  Investments in available-for-sale securities......     56,461        94,168
  Investments in held-to-maturity securities........      6,358         2,129
  Other short-term investments......................     22,671        18,744
  Accounts receivable, trade, net...................     24,249        29,712
  Accounts receivable, other........................     54,795        75,338
  Receivable from related parties, net..............          -        22,056
  Inventories.......................................     93,364       114,904
  Other current assets..............................      4,144         5,185
                                                      ---------     ---------
    Total Current Assets............................    382,163       437,423
Property, plant and equipment, net..................    314,400       322,551
Excess of cost over net assets of businesses
  acquired, net ....................................     72,093        71,709
Deferred income tax benefits........................     60,427        58,483
Other assets........................................     18,410        18,861
                                                      ---------     ---------
Total Assets........................................  $ 847,493     $ 909,027
                                                      =========     =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Short-term debt...................................  $       -     $  23,743
  Current maturities of long-term debt..............      4,273         4,579
  Accounts payable..................................     71,613        73,024
  Payable to related parties, net...................      5,430             -
  Accrued liabilities...............................     59,893        64,234
  Reserve for product warranty claims...............     20,239        20,099
                                                      ---------     ---------
    Total Current Liabilities.......................    161,448       185,679
                                                      ---------     ---------
Long-term debt less current maturities..............    588,413       626,778
                                                      ---------     ---------
Reserve for product warranty claims.................     28,393        26,002
                                                      ---------     ---------
Other liabilities...................................     24,366        24,808
                                                      ---------     ---------
Stockholders' Equity:
  Series A Cumulative Redeemable Convertible
    Preferred Stock, $.01 par value per share;
    200,000 shares authorized; no shares issued               -             -
  Class A Common Stock, $.001 par value per share;
    1,300,000 shares authorized; 1,015,010 shares
    issued and outstanding .........................          1             1
  Class B Common Stock, $.001 par value per share;
    100,000 shares authorized; 15,000 shares
    issued and outstanding .........................          -             -
  Additional paid-in capital........................     89,400        89,400
  Accumulated deficit...............................    (24,644)      (23,562)
  Accumulated other comprehensive loss .............    (19,884)      (20,079)
                                                      ---------     ---------

    Stockholders' Equity ...........................     44,873        45,760
                                                      ---------     ---------
 Total Liabilities and Stockholders' Equity ........  $ 847,493     $ 909,027
                                                      =========     =========



The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.

                                       2
<PAGE>


                    BUILDING MATERIALS CORPORATION OF AMERICA

                CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

                                                             Quarter Ended
                                                          --------------------
                                                          March 29,   April 4,
                                                             1998       1999
                                                          ---------  ---------
                                                               (Thousands)

Cash and cash equivalents, beginning of period........... $ 12,921   $ 24,987
                                                          --------   --------

Cash provided by (used in) operating activities:
  Net income ............................................    2,200      1,082
  Adjustments to reconcile net income to net cash used
    in operating activities:
      Depreciation ......................................    5,998      7,106
      Goodwill amortization..............................      492        509
      Deferred income taxes..............................    1,357        511
      Noncash interest charges...........................    7,448      1,141
  Increase in working capital items......................  (36,827)   (66,026)
  Purchases of trading securities........................  (26,353)   (82,046)
  Proceeds from sales of trading securities..............   30,368    125,542
  Change in net receivable from/payable to related
    parties..............................................   10,251    (27,486)
  Other, net.............................................    2,515     (8,577)
                                                          --------   --------
Net cash used in operating activities....................   (2,551)   (48,244)
                                                          --------   --------

Cash provided by (used in) investing activities:
  Capital expenditures...................................  (11,731)   (15,359)
  Purchases of available-for-sale securities.............  (16,031)   (55,887)
  Purchases of held-to-maturity securities...............        -     (1,401)
  Proceeds from sales of available-for-sale securities...   51,439     19,419
  Proceeds from held-to-maturity securities..............      499      5,629
  Proceeds from sales of other short-term investments....        -      5,000
                                                          --------   --------

Net cash provided by (used in) investing activities......   24,176    (42,599)
                                                          --------   --------

Cash provided by (used in) financing activities:
  Proceeds (repayments) from sale of accounts receivable.   (2,944)    23,150
  Increase (decrease) in short-term debt.................  (10,466)    23,743
  Increase (decrease) in borrowings under revolving
    credit facility......................................  (14,000)    39,500
  Repayments of long-term debt...........................     (921)    (1,733)
  Decrease in loan receivable from related party.........    6,152          -
  Financing fees and expenses............................     (131)      (234)
                                                          --------   --------
Net cash provided by (used in) financing activities......  (22,310)    84,426
                                                          --------   --------
Net change in cash and cash equivalents..................     (685)    (6,417)
                                                          --------   --------
Cash and cash equivalents, end of period................. $ 12,236   $ 18,570
                                                          ========   ========

                


                                       3
<PAGE>


                    BUILDING MATERIALS CORPORATION OF AMERICA

         CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - (Continued)


                                                             Quarter Ended
                                                          --------------------
                                                          March 29,   April 4,
                                                             1998       1999
                                                          ---------  ---------
                                                               (Thousands)

Supplemental Cash Flow Information:
  Cash paid during the period for:
    Interest (net of amount capitalized).............     $  1,006   $  7,235
    Income taxes.....................................          598        270









































The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.

                                       4
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Building  Materials  Corporation of America (the  "Company") is a 97%-owned
subsidiary  of  GAF  Building  Materials  Corporation  ("GAFBMC"),  which  is an
indirect,  wholly-owned  subsidiary of G-I Holdings Inc. ("G-I  Holdings").  G-I
Holdings  is  a  wholly-owned   subsidiary  of  GAF  Corporation   ("GAF").  The
consolidated  financial  statements  of the Company  reflect,  in the opinion of
management,  all adjustments  necessary to present fairly the financial position
of the Company at April 4, 1999,  and the results of  operations  and cash flows
for the periods ended March 29, 1998 and April 4, 1999. All adjustments are of a
normal  recurring  nature.   These  financial   statements  should  be  read  in
conjunction with the annual  financial  statements and notes thereto included in
the Company's  Annual Report on Form 10-K for the fiscal year ended December 31,
1998 (the "Form 10-K").



Note 1: Comprehensive Income



                                                      Quarter Ended
                                                   -------------------
                                                   March 29,  April 4,
                                                     1998       1999
                                                   ---------  --------
                                                       (Thousands)

Net income ....................................    $  2,200   $  1,082
                                                   --------   --------
Other comprehensive income (loss), net of tax:
  Change in unrealized gains (losses) on
    available-for-sale securities:
  Unrealized holding gains (losses)
    arising during the period, net of
    income taxes of $1,849 and $806............       2,894        209
  Less:  Reclassification adjustment
    for gains included in net income, net of
    income taxes of $3,581 and $237............       6,730        404
                                                   --------   --------
Total other comprehensive loss.................      (3,836)      (195)
                                                   --------   --------
Comprehensive income (loss) ...................    $ (1,636)  $    887
                                                   ========   ========






                                       5
<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 1.   Comprehensive Income (Continued)


     Changes in the components of "Accumulated other comprehensive loss" for the
quarter ended April 4, 1999 are as follows:

                                  Unrealized
                                  Losses on      Minimum     Accumulated
                                  Available-     Pension     Other
                                  for-sale       Liability   Comprehensive
                                  Securities     Adjustment  Loss
                                  -------------- ----------  -------------
                                                (Thousands)

Balance, December 31, 1998 ...    $(16,928)      $ (2,956)   $(19,884)
Change for the period ........        (195)             -        (195)
                                  --------       --------    --------
Balance, April 4, 1999 .......    $(17,123)      $ (2,956)   $(20,079)
                                  ========       ========    ========

Note 2:   Inventories:

     Inventories consist of the following:
                                              December 31,    April 4,
                                                  1998          1999
                                              ------------   ---------

                                                     (Thousands)

         Finished goods ..................    $ 58,266       $ 77,032
         Work in process .................       8,488         10,566
         Raw materials and supplies ......      27,296         27,992
                                              --------       --------

         Total ...........................      94,050        115,590
         Less LIFO reserve ...............        (686)          (686)
                                              --------       --------

         Inventories .....................    $ 93,364       $114,904
                                              ========       ========

Note 3:   Contingencies

Asbestos Litigation Against GAF

     In connection  with its formation,  the Company  contractually  assumed and
agreed to pay the first  $204.4  million  of  liabilities  for  asbestos-related
bodily injury claims  relating to the  inhalation of asbestos  fiber  ("Asbestos
Claims") (whether for indemnity or defense) of its parent,  GAFBMC,  relating to
then-pending cases and previously settled, but not paid, cases as of January 31,
1994,  and no other asbestos  liabilities  of GAFBMC.  As of March 30, 1997, the
Company had paid all of its assumed asbestos-related liabilities.



                                       6
<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 3:   Contingencies (Continued)


     GAF has advised the Company  that,  as of March 27,  1999,  it is defending
approximately 121,700 pending alleged Asbestos Claims (having received notice of
approximately  12,800 new Asbestos Claims during the first three months of 1999)
and has resolved approximately 298,400 Asbestos Claims (including  approximately
4,900 in the first three months of 1999).  GAF's current  estimated average cost
for Asbestos Claims  resolved in 1998 (including  Asbestos Claims disposed of at
no cost to GAF) is  approximately  $3,600 per claim.  There can be no  assurance
that the actual  costs of  resolving  pending  and future  Asbestos  Claims will
approximate  GAF's  estimated  average costs for the Asbestos Claims resolved in
1998.

     GAF has stated that it is committed to effecting a comprehensive resolution
of Asbestos  Claims and that it is  exploring a number of options to  accomplish
such  resolution,  but  there  can be no  assurance  that  this  effort  will be
successful.

     The Company  believes that it will not sustain any additional  liability in
connection  with  asbestos-related  claims.  While the  Company  cannot  predict
whether any  asbestos-related  claims will be asserted against it or its assets,
or the outcome of any  litigation  relating to such claims,  it believes that it
has  meritorious  defenses to such  claims.  Moreover,  it has been  jointly and
severally  indemnified  by G-I  Holdings and GAFBMC with respect to such claims.
Should   GAF  or  GAFBMC  be  unable  to   satisfy   judgments   against  it  in
asbestos-related  lawsuits,  its judgment  creditors might seek to enforce their
judgments against the assets of GAF or GAFBMC,  including its holdings of common
stock of the Company,  and such enforcement  could result in a change of control
with respect to the Company.

     For further information  regarding the history of the foregoing  litigation
and  asbestos-related  matters,  see "Item 3. Legal  Proceedings"  and Note 3 to
Consolidated Financial Statements contained in the Company's Form 10-K.


Environmental Litigation

     The  Company,  together  with other  companies,  is a party to a variety of
proceedings  and  lawsuits  involving   environmental  matters   ("Environmental
Claims"),  in which  recovery is sought for the cost of cleanup of  contaminated
sites,  a number of which  Environmental  Claims are in the early stages or have
been dormant for protracted periods. At most sites, the Company anticipates that
liability will be apportioned  among the companies  found to be responsible  for
the presence of hazardous  substances at the site. The Company believes that the
ultimate disposition of such matters will not, individually or in the aggregate,
have a  material  adverse  effect on the  business,  results  of  operations  or
financial position of the Company.

     For  further  information   regarding   environmental   matters  and  other
litigation,  reference is made to "Item 3. Legal  Proceedings"  contained in the
Company's Form 10-K.

                                       7
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 3.  Contingencies (Continued)


Tax Claim Against GAF

     On  September  15, 1997,  GAF  received a notice from the Internal  Revenue
Service (the  "Service") of a deficiency  in the amount of $84.4 million  (after
taking  into  account  the use of net  operating  losses and foreign tax credits
otherwise  available for use in later years) in connection with the formation in
1990 of  Rhone-Poulenc  Surfactants  and  Specialties,  L.P.  (the  "surfactants
partnership"),  a  partnership  in which a  subsidiary  of GAF,  GAF  Fiberglass
Corporation ("GFC"), held an interest. The claim of the Service for interest and
penalties,  after  taking into  account  the effect on the use of net  operating
losses and  foreign  tax  credits,  could  result in GAF  incurring  liabilities
significantly  in excess of the deferred tax liability of $131.4 million that it
recorded in 1990 in  connection  with this  matter.  GAF has advised the Company
that it believes that it will prevail in this matter,  although  there can be no
assurance in this regard. However, if GAF is unsuccessful in challenging its tax
deficiency  notice,  the ability of GAF to satisfy its tax  obligation  would be
dependent  on the cash flows of the Company and GFC. The Company  believes  that
the ultimate  disposition of this matter will not have a material adverse effect
on its business,  financial position or results of operations. GAF, G-I Holdings
and certain  subsidiaries of GAF have agreed to jointly and severally  indemnify
the  Company   against  any  tax  liability   associated  with  the  surfactants
partnership,  which the Company would be severally liable for, together with GAF
and several  current  and former  subsidiaries  of GAF,  should GAF be unable to
satisfy such liability.


Note 4.  New Accounting Standard

     In June 1998,  the FASB  issued SFAS No. 133,  "Accounting  for  Derivative
Instruments and Hedging  Activities."  SFAS No. 133  establishes  accounting and
reporting  standards  requiring that every derivative  instrument be recorded in
the balance  sheet as either an asset or  liability  measured at its fair value.
SFAS No. 133 requires that changes in the derivative's  fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting  for  qualifying  hedges  allows a  derivative's  gains and losses to
offset related results on the hedged item in the income statement.  SFAS No. 133
is effective for fiscal years  beginning after June 15, 1999, but may be adopted
earlier.  If the Company had adopted  SFAS No. 133 as of January 1, 1999,  there
would have been no significant impact on results of operations.  The Company has
not yet  determined  the timing,  method or effect on the  Consolidated  Balance
Sheets of adoption of SFAS No. 133.


Note 5.  Nonrecurring Charges

     In July 1998, the Company  recorded a pre-tax  nonrecurring  charge of $7.6
million  related  to a grant to its  President  and Chief  Executive  Officer of
30,000  shares of  restricted  common  stock of the  Company  and  related  cash
payments to be made over a period of time (substantially all of which is earned)
in connection  with the  termination by an affiliate of preferred  stock options
and stock appreciation  rights held by such officer. Of the $7.6

                                       8
<PAGE>

million charge,  $2.5 million represented  the value as of  the date of grant of
the 30,000 shares of restricted common stock, and $5.1 million  represented  the
aggregate  amount  of  the  cash  payments  to  which  the  President  and Chief
Executive Officer is entitled (subject to certain future vesting  requirements).
Should the President and Chief Executive Officer leave the Company,  the Company
has the  right to  purchase  the  shares  of  restricted  common  stock  and the
President and Chief  Executive  Officer has the right to sell such shares to the
Company at Book Value (as defined).


Note 6.  Guarantor Financial Information

     Effective  January  1,  1999,  Building  Materials  Corporation  of America
("BMCA"  or  "Parent  Company")  transferred  all of its  investment  assets and
intellectual  property  assets  to  Building  Materials  Investment  Corporation
("BMIC"),  a  newly-formed,  wholly-owned  subsidiary.  In connection  with this
transfer,  BMIC agreed to guarantee all of the Company's  obligations  under the
Company's bank credit facility (the "Credit Agreement"), 11 3/4% Senior Deferred
Coupon Notes due 2004 (the "Deferred  Coupon  Notes"),  and the Company's 7 3/4%
Senior Notes due 2005, the 8 5/8% Senior Notes due 2006, the 8% Senior Notes due
2007 (the "2007  Notes")  and the 8% Senior  Notes due 2008  (collectively,  the
"Other Senior Notes").  BMCA also transferred all of its  manufacturing  assets,
other  than  those  located  in  Texas,  to  Building  Materials   Manufacturing
Corporation  ("BMMC"),   another  newly-formed,   wholly-owned  subsidiary.   In
connection  with this  transfer,  BMMC agreed to become a co-obligor on the 2007
Notes and to guarantee the Company's obligations under the Credit Agreement, the
Deferred  Coupon Notes and the Other Senior  Notes.  The  guarantees of BMIC and
BMMC are full, unconditional and joint and several.

     In addition,  in connection  with the above  transactions,  the Company and
BMMC entered into license  agreements,  effective January 1, 1999, for the right
to use intellectual  property,  including  patents,  trademarks,  know-how,  and
franchise  rights owned by BMIC for a license fee stated as a percentage  of net
sales. The license agreements are for a period of one year and can be terminated
with 60 days written notice. Also, effective January 1, 1999, BMMC will sell all
finished goods to the Company at a manufacturing profit.

     Presented below is condensed combining  financial  information for BMIC and
BMMC,  prepared on a basis which  retroactively  reflects the  formation of such
companies,  as  discussed  above,  for all  periods  presented.  This  financial
information  should  be read in  conjunction  with  the  Consolidated  Financial
Statements and other notes related thereto.







                                       9
<PAGE>


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 6.  Guarantor Financial Information - (Continued)

<TABLE>

                    Building Materials Corporation of America
                     Condensed Combining Statement of Income
                          Quarter Ended March 29, 1998
                                   (Thousands)


<CAPTION>


                                                                    Non-
                                        Parent     Guarantor     Guarantor
                                        Company   Subsidiaries  Subsidiaries  Eliminations  Consolidated
                                       ---------  ------------  ------------  ------------  ------------
<S>                                    <C>        <C>           <C>           <C>           <C>        
Net sales............................. $182,348   $       -     $   30,081    $       -     $   212,429
Intercompany net sales................      664     118,542         14,880     (134,086)              -
                                       ---------  -----------   ------------  ------------  -----------
Total net sales.......................  183,012     118,542         44,961     (134,086)        212,429
                                       ---------  -----------   ------------  ------------  -----------

Costs and expenses:
  Cost of products sold...............  144,479     111,656         35,985     (134,086)        158,034
  Selling, general and administrative.   32,808       6,886          8,180                       47,874
  Goodwill amortization...............      160                        332                          492
                                       ---------  -----------   ------------  ------------  -----------
Total costs and expenses..............  177,447     118,542         44,497     (134,086)        206,400
                                       ---------  -----------   ------------  ------------  -----------

Operating income......................    5,565           -            464            -           6,029

Equity in earnings of subsidiaries....    4,937                                  (4,937)              -
Interest expense, net.................   (8,150)     (2,495)        (2,047)                     (12,692)
Other income (expense), net...........   (1,773)     12,040                                      10,267
                                       ---------  -----------   ------------  ------------  -----------
Income (loss) before income taxes.....      579       9,545         (1,583)      (4,937)          3,604
Income tax (provision) benefit........    1,621      (3,627)           602                       (1,404)
                                       ---------  -----------   ------------  ------------  -----------
Net income (loss)..................... $  2,200   $   5,918     $     (981)   $  (4,937)    $     2,200
                                       =========  ===========   ============  ============  ===========
</TABLE>










                                       10
<PAGE>


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Note 6.  Guarantor Financial Information - (Continued)

<TABLE>

                    Building Materials Corporation of America
                   Condensed Combining Statement of Cash Flows
                          Quarter Ended March 29, 1998
                                   (Thousands)

<CAPTION>



                                                       Parent    Guarantor    Non-Guarantor
                                                       Company  Subsidiaries   Subsidiaries  Consolidated
                                                      --------  ------------  -------------  ------------
<S>                                                   <C>       <C>           <C>            <C>       
Cash and cash equivalents, beginning of period....... $     35  $    12,061   $      825     $   12,921
                                                      --------  ------------  -------------  ------------
Cash provided by(used in)operating activities:
Net income(loss).....................................   (2,737)       5,918         (981)         2,200
Adjustments to reconcile net income(loss)to net
  cash provided by(used in)operating activities:
    Depreciation.....................................      807        3,733        1,458          5,998
    Goodwill amortization............................      160                       332            492
    Deferred income taxes............................    1,357                                    1,357
    Noncash interest charges.........................    7,448                                    7,448
(Increase)decrease in working capital items..........  (44,106)      19,998      (12,719)       (36,827)
Purchases of trading securities......................               (26,353)                    (26,353)
Proceeds from sales of trading securities............                30,368                      30,368
Change in net receivable from/payable to
  related parties....................................   49,091      (55,900)      17,060         10,251
Other, net...........................................        9        2,659         (153)         2,515
                                                      ---------  -----------   ----------   ------------
Net cash provided by(used in)operating activities....   12,029      (19,577)       4,997         (2,551)
                                                      ---------  -----------   ----------   ------------
Cash provided by(used in)investing activities:
  Capital expenditures...............................     (892)      (6,193)      (4,646)       (11,731)
  Purchases of available-for-sale securities.........               (16,031)                    (16,031)
  Proceeds from sales of available-for-sale
   securities........................................                51,439                      51,439
  Proceeds from held-to-maturity securities..........                   499                         499
                                                      ---------  -----------   ----------  -------------
Net cash provided by(used in)investing activities....     (892)      29,714       (4,646)        24,176
                                                      ---------  -----------   ----------  -------------

Cash provided by(used in)financing activities:
  Repayments related to sale of accounts receivable..   (2,944)                                  (2,944)
  Decrease in short-term debt........................               (10,466)                    (10,466)
  Decrease in borrowings under revolving credit
     facility........................................  (14,000)                                 (14,000)
  Repayments of long-term debt.......................     (247)        (653)         (21)          (921)
  Decrease in loan receivable from related party.....    6,152                                    6,152
  Financing fees and expenses........................     (131)                                    (131)
                                                      ---------  -----------   ----------  -------------
Net cash used in financing activities................  (11,170)     (11,119)         (21)       (22,310)
                                                      ---------  -----------   ----------  -------------
Net change in cash and cash equivalents..............      (33)        (982)         330           (685)
                                                      ---------  -----------   ----------  -------------
Cash and cash equivalents, end of period............. $      2   $   11,079    $   1,155    $    12,236
                                                      =========  ===========   =========   =============
</TABLE>






                                       11
<PAGE>


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 6.  Guarantor Financial Information - (Continued)

<TABLE>

                    Building Materials Corporation of America
                        Condensed Combining Balance Sheet
                                December 31, 1998
                                   (Thousands)


<CAPTION>


                                                                      Non-
                                            Parent     Guarantor   Guarantor
                                            Company  Subsidiaries Subsidiaries Eliminations Consolidated
                                            -------  ------------ ------------ ------------ ------------
<S>                                        <C>       <C>          <C>          <C>          <C>
ASSETS
Current Assets:
  Cash and cash equivalents............... $      3  $   21,746   $    3,238   $       -     $   24,987
  Investments in trading securities.......               95,134                                  95,134
  Investments in available-for-sale
    securities............................               56,461                                  56,461
  Investments in held-to-maturity
    securities............................                6,358                                   6,358
  Other short-term investments............               22,671                                  22,671
  Accounts receivable, trade..............                            24,249                     24,249
  Accounts receivable, other..............   52,806         323        1,666                     54,795
  Inventories.............................   44,886      18,825       29,653                     93,364
  Other current assets....................      125       2,893        1,126                      4,144
                                            -------  ----------   ----------   ----------    -----------
    Total Current Assets..................   97,820     224,411       59,932           -        382,163

Investment in subsidiaries................  250,156                             (250,156)             -
Intercompany loans including accrued
  interest................................  140,298                 (140,298)                         -
Due from(to)subsidiaries, net.............  (27,369)     42,972      (15,603)                         -
Property, plant and equipment, net........   34,620     167,587      112,193                    314,400
Excess of cost over net assets of
  businesses acquired, net................   19,380                   52,713                     72,093
Deferred income tax benefits..............   60,427                                              60,427
Other assets..............................   14,844       3,229          337                     18,410
                                           --------   ---------   ----------   ----------   ------------
Total Assets.............................. $590,176   $ 438,199   $   69,274   $(250,156)   $   847,493
                                           ========   =========   ==========   ==========   ============

LIABILITIES AND STOCKHOLDERS' EQUITY 
Current Liabilities:
  Current maturities of long-term debt.... $  1,170   $   3,016   $       87   $       -    $     4,273
  Accounts payable........................   22,688      33,248       15,677                     71,613
  Payable to related parties, net.........    1,721       3,495          214                      5,430
  Accrued liabilities.....................   20,257      26,181       13,455                     59,893
  Reserve for product warranty claims.....   19,139                    1,100                     20,239
                                           --------   ---------   ----------   ----------   ------------
    Total Current Liabilities.............   64,975      65,940       30,533           -        161,448

Long-term debt less current maturities....  433,929     154,265          219                    588,413
Reserve for product warranty claims.......   24,159                    4,234                     28,393
Other liabilities.........................   22,240                    2,126                     24,366
                                           --------   ---------   ----------   ----------   ------------
Total Liabilities.........................  545,303     220,205       37,112           -        802,620
                                           --------   ---------   ----------   ----------   ------------

Stockholders' equity, net.................   44,873     217,994       32,162    (250,156)        44,873
                                           --------   ---------   ----------   ----------   ------------
Total Liabilities and Stockholders' Equity $590,176   $ 438,199   $   69,274   $(250,156)   $   847,493
                                           ========   =========   ==========   ==========   ============
</TABLE>




                                       12
<PAGE>


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 6.  Guarantor Financial Information - (Continued)

<TABLE>

                    Building Materials Corporation of America
                     Condensed Combining Statement of Income
                           Quarter Ended April 4, 1999
                                   (Thousands)

<CAPTION>



                                                                     Non-
                                           Parent     Guarantor   Guarantor
                                           Company   Subsidiaries Subsidiaries Eliminations Consolidated
                                           --------  ------------ ------------ ------------ ------------
<S>                                        <C>       <C>          <C>          <C>           <C>       
Net sales................................. $210,955  $       -    $  51,973    $       -     $  262,928
Intercompany net sales....................    1,001    146,268       16,044     (163,313)             -
                                           --------  -----------  ------------ ------------  -----------
Total net sales...........................  211,956    146,268       68,017     (163,313)       262,928
                                           --------  -----------  ------------ ------------  -----------
Costs and expenses:
  Cost of products sold...................  164,211    132,290       58,894     (163,313)       192,082
  Selling, general and administrative.....   36,300      9,468       10,507                      56,275
  Goodwill amortization...................      160                     349                         509
  Transition service agreement (income)
    expense...............................     (250)       250                                        -
                                           --------  -----------  ------------ ------------  -----------
  Total costs and expenses................  200,421    142,008       69,750     (163,313)       248,866
                                           --------  -----------  ------------ ------------  -----------
Operating income (loss)....................  11,535      4,260       (1,733)           -         14,062

Equity in earnings of subsidiaries........    3,569                               (3,569)             -
Intercompany licensing income (expense),
  net.....................................   (6,329)     6,329                                        -
Interest expense, net.....................   (7,290)    (1,927)      (2,617)                    (11,834)
Other income (expense), net...............   (1,866)     1,356                                     (510)
                                           ---------  ----------  ------------ -----------  ------------
Income (loss) before income taxes.........     (381)    10,018       (4,350)      (3,569)         1,718
Income tax (provision) benefit............    1,463     (3,709)       1,610                        (636)
                                           --------   ----------  ------------ -----------  ------------
Net income (loss)..........................$  1,082   $  6,309    $  (2,740)   $  (3,569)   $     1,082
                                           ========   ==========  ============ ===========  ============

</TABLE>










                                       13
<PAGE>


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 6.  Guarantor Financial Information - (Continued)

<TABLE>

                    Building Materials Corporation of America
                        Condensed Combining Balance Sheet
                                  April 4, 1999
                                   (Thousands)


<CAPTION>


                                                                    Non-
                                           Parent     Guarantor   Guarantor
                                           Company   Subsidiaries Subsidiaries Eliminations Consolidated
                                           -------   ------------ ------------ ------------ ------------
<S>                                        <C>       <C>          <C>          <C>          <C>
ASSETS
Current Assets:
  Cash and cash equivalents............... $      3  $   13,747    $   4,820   $       -     $   18,570
  Investments in trading securities.......               56,617                                  56,617
  Investments in available-for-sale
    securities............................               94,168                                  94,168
  Investments in held-to-maturity
    securities............................                2,129                                   2,129
  Other short-term investments............               18,744                                  18,744
  Accounts receivable, trade..............                            29,712                     29,712
  Accounts receivable, other..............   72,331         720        2,287                     75,338
  Receivable from(payable to) related
    parties, net..........................   27,201      (4,922)        (223)                    22,056
  Inventories.............................   56,166      20,335       38,403                    114,904
  Other current assets....................      460       3,744          981                      5,185
                                           --------  ----------   ----------   ----------    -----------
    Total Current Assets..................  156,161     205,282       75,980           -        437,423

Investment in subsidiaries................  253,725                             (253,725)             -
Intercompany loans including accrued
  interest................................  157,914                 (157,914)                         -
Due from(to)subsidiaries, net.............  (50,662)     70,245      (19,583)                         -
Property, plant and equipment, net........   33,652     174,136      114,763                    322,551
Excess of cost over net assets of
  businesses acquired, net................   19,220                   52,489                     71,709
Deferred income tax benefits..............   58,483                                              58,483
Other assets..............................   14,718       3,806          337                     18,861
                                           --------   ---------   ----------   ----------   ------------
Total Assets.............................. $643,211   $ 453,469   $   66,072   $(253,725)   $   909,027
                                           ========   =========   ==========   ==========   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Short-term debt......................... $  5,000   $  18,743   $        -   $       -    $    23,743
  Current maturities of long-term debt....    1,187       3,316           76                      4,579
  Accounts payable........................   27,262      28,095       17,667                     73,024
  Accrued liabilities.....................   26,488      26,467       11,279                     64,234
  Reserve for product warranty claims.....   18,999                    1,100                     20,099
                                           --------   ---------   ----------   ----------   ------------
    Total Current Liabilities.............   78,936      76,621       30,122           -        185,679

Long-term debt less current maturities....  474,026     152,545          207                    626,778
Reserve for product warranty claims.......   21,871                    4,131                     26,002
Other liabilities.........................   22,618                    2,190                     24,808
                                           --------   ---------   ----------   ----------   ------------
Total Liabilities.........................  597,451     229,166       36,650           -        863,267
                                           --------   ---------   ----------   ----------   ------------

Stockholders' equity, net.................   45,760     224,303       29,422    (253,725)        45,760
                                           --------   ---------   ----------   ----------   ------------
Total Liabilities and Stockholders' Equity $643,211   $ 453,469   $   66,072   $(253,725)   $   909,027
                                           ========   =========   ==========   ==========   ============
</TABLE>



                                       14
<PAGE>


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Note 6.  Guarantor Financial Information - (Continued)

<TABLE>

                    Building Materials Corporation of America
                   Condensed Combining Statement of Cash Flows
                           Quarter Ended April 4, 1999
                                   (Thousands)


<CAPTION>


                                                       Parent    Guarantor    Non-Guarantor
                                                       Company  Subsidiaries   Subsidiaries  Consolidated
                                                      --------  ------------  -------------  ------------
<S>                                                   <C>       <C>           <C>            <C>       
Cash and cash equivalents, beginning of period....... $      3  $    21,746   $    3,238     $   24,987
                                                      --------  ------------  -------------  ------------
Cash provided by(used in)operating activities:
Net income(loss).....................................   (2,487)       6,309       (2,740)         1,082
Adjustments to reconcile net income(loss)to net
  cash provided by(used in)operating activities:
    Depreciation.....................................      633        4,451        2,022          7,106
    Goodwill amortization............................      160                       349            509
    Deferred income taxes............................      511                                      511
    Noncash interest charges.........................    1,141                                    1,141
Increase in working capital items....................  (43,526)      (7,625)     (14,875)       (66,026)
Purchases of trading securities......................               (82,046)                    (82,046)
Proceeds from sales of trading securities............               125,542                     125,542
Change in net receivable from/payable to
  related parties....................................  (22,007)     (27,084)      21,605        (27,486)
Other, net...........................................   (1,842)      (6,593)        (142)        (8,577)
                                                      ---------  -----------   ----------   ------------
Net cash provided by(used in)operating activities....  (67,417)      12,954        6,219        (48,244)
                                                      ---------  -----------   ----------   ------------
Cash provided by(used in)investing activities:
  Capital expenditures...............................      291      (11,036)      (4,614)       (15,359)
  Purchases of available-for-sale securities.........               (55,887)                    (55,887)
  Purchases of held-to-maturity securities...........                (1,401)                     (1,401)
  Proceeds from sales of available-for-sale
    securities.......................................                19,419                      19,419
  Proceeds from held-to-maturity securities..........                 5,629                       5,629
  Proceeds from sales of other short-term
    investments.......................................                5,000                       5,000
                                                      ---------  -----------   ----------  -------------
Net cash provided by(used in)investing activities....      291      (38,276)      (4,614)       (42,599)
                                                      ---------  -----------   ----------  -------------

Cash provided by(used in)financing activities:
  Proceeds from sale of accounts receivable..........   23,150                                   23,150
  Increase in short-term debt........................    5,000       18,743                      23,743
  Increase in borrowings under revolving credit
     facility........................................   39,500                                   39,500
  Repayments of long-term debt.......................     (290)      (1,420)         (23)        (1,733)
  Financing fees and expenses........................     (234)                                    (234)
                                                      ---------  -----------   ----------  -------------
Net cash provided by (used in) financing activities..   67,126       17,323          (23)        84,426
                                                      ---------  -----------   ----------  -------------
Net change in cash and cash equivalents..............        -       (7,999)       1,582         (6,417)
                                                      ---------  -----------   ----------  -------------
Cash and cash equivalents, end of period............. $      3   $   13,747    $   4,820    $    18,570
                                                      =========  ===========   =========   =============
</TABLE>





                                       15
<PAGE>


            Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Results of Operations - First Quarter 1999 Compared With
                        First Quarter 1998

     The Company recorded first quarter 1999 net income of $1.1 million compared
with $2.2  million in the first  quarter of 1998.  The decline in net income was
primarily the result of higher other expenses  attributable to lower  investment
income, partially offset by higher operating income and lower interest expense.

     The Company's net sales for the first quarter of 1999 were $262.9  million,
a 23.8%  increase  over first  quarter 1998 sales of $212.4  million.  The sales
growth was due to net sales gains in both  residential  and  commercial  roofing
products  together with the inclusion of the  Leslie-Locke  business,  which was
acquired in June 1998.  The increase in net sales of the  Company's  residential
roofing  products  reflected  higher unit volumes and selling prices,  while the
increase in net sales of commercial  roofing  products  resulted from  increased
unit volumes partially offset by lower selling prices.

     Operating income for the first quarter of 1999 was $14.1 million,  a 135.0%
increase,  compared with $6.0 million in the first quarter of 1998. The increase
in operating  results was  attributable  to higher gross profit  margins,  which
increased  to 26.9% from 25.6% in the same  period of last year due to  improved
pricing  administration  and  reduced  manufacturing  costs,  together  with the
inclusion of the Leslie-Locke business.  Partially offsetting these improvements
were higher selling, general and administrative expenses due to the Leslie-Locke
acquisition,  as well as higher  selling,  marketing and  distribution  costs to
achieve the  increased  sales  reported  in the  quarter.  Selling,  general and
administrative  expenses as a percentage  of net sales  declined to 21.4% in the
first quarter of 1999 as compared with 22.5% in the first quarter of 1998.

     Interest  expense for the first quarter of 1999  decreased by 7.1% to $11.8
million from $12.7 million recorded in the same period in 1998, due primarily to
lower average interest rates, partially offset by higher average borrowings. The
lower average  interest rates resulted from the refinancing of $279.7 million in
aggregate  principal amount at maturity of the Company's 11 3/4% Senior Deferred
Coupon  Notes  due 2004  with  substantially  all of the net  proceeds  from the
issuances of $150 million in aggregate  principal amount of the Company's 7 3/4%
Senior  Notes due 2005 and $155  million in  aggregate  principal  amount of the
Company's 8% Senior Notes due 2008 in July and December 1998, respectively.

     Other expense, net, for the first quarter of 1999 was $0.5 million compared
with other income,  net, of $10.3 million in the first quarter of 1998, with the
decrease resulting from lower investment income.


Liquidity and Financial Condition

     Net cash outflow  during the first quarter of 1999 was $90.8 million before
financing  activities,  and  included  the use of  $48.2  million  of  cash  for
operations,  the  reinvestment of $15.4 million for capital  programs,  and cash

                                       16
<PAGE>

expenditures  of $27.2  million  for net  purchases  of  available-for-sale  and
held-to-maturity securities and other short-term investments.

     Cash invested in additional  working  capital  totaled $66.0 million during
the  first  quarter  of  1999,  primarily  reflecting  a  seasonal  increase  in
inventories  of $21.5  million  and a $49.2  million  increase  in  receivables,
including  a $21.2  million  increase  in the  receivable  from the trust  which
purchases certain of the Company's trade accounts  receivable,  partially offset
by a $5.7 million increase in accounts payable and accrued liabilities.  The net
cash used for operating  activities  was net of a $43.5 million cash inflow from
net sales of trading  securities  and also included a $27.5 million cash outflow
for related party  transactions,  mainly reflecting $30.9 million of advances to
the Company's parent companies.

     Net cash provided by financing  activities totaled $84.4 million during the
first quarter of 1999,  mainly reflecting a $39.5 million increase in borrowings
under the Company's bank revolving credit facility,  a $23.7 million increase in
short-term  borrowings  and  $23.2  million  in  proceeds  from  the sale of the
Company's trade receivables.

     As a result of the foregoing factors,  cash and cash equivalents  decreased
by $6.4 million  during the first  quarter of 1999 to $18.6  million,  excluding
$171.7 million of trading,  available-for-sale  and held-to-maturity  securities
and other short-term investments.

     See Note 3 to Consolidated  Financial Statements for information  regarding
contingencies.


Year 2000 Compliance

     The Company  has  implemented  a Year 2000  program (i) to address its year
2000 issues,  i.e.,  the  inability by some IT and non-IT  equipment,  including
embedded  technology,  to accurately  read and process certain dates in the year
2000 and  afterwards,  (ii) to investigate the Year 2000 issues of third parties
significant to the Company's business,  and (iii) to establish contingency plans
where appropriate.

     The Company has completed an internal  study and believes it has remediated
substantially  all of its core  systems.  The  Company  has also  evaluated  and
believes  it  has  remediated  substantially  all  of  its  personal  computers,
mainframe computers and its computer network. The Company believes that the core
IT  systems  remediation  has  corrected  Year  2000  programming  issues in all
critical areas of the Company's business.

     In addition, the Company is working with outside consultants to certify the
compliance of the Company's core systems with externally developed and published
certification  standards.  The Company expects to complete this certification by
the third quarter of 1999.  The Company's  independent  third party  consultants
have  inventoried  and  evaluated  substantially  all  of the  Company's  non-IT
equipment,   i.e.,  voice  mail,  telephone,   fire  and  security  systems  and
numerically  controlled  production  machinery  and  computer-based   production
equipment,  and the Company is in the process of  remediating  and testing  this
equipment.  The Company  expects to complete these  activities by the end of the
second quarter of 1999.

                                       17
<PAGE>


     The  Company has  requested  compliance  information  in the form of direct
questionnaries  from  vendors  significant  to  the  Company's  business  and is
soliciting compliance  information from its significant  customers.  The Company
expects to complete this solicitation by June 1999. When appropriate,  a lack of
a response to these  questionnaires  is being  followed by direct  contact.  The
Company has received  compliance  information from  substantially all of its key
vendors.  Each of these  vendors has advised the Company that they are or expect
to be ready  for the year 2000 by the end of 1999.  The  Company  is  evaluating
these responses and is requesting more information where appropriate to help the
Company formulate  contingency plans,  including the identification of secondary
suppliers,  to  minimize  the impact of any Year 2000  related  issues  that may
develop. The Company expects this phase of evaluation to be completed by the end
of July 1999.

     The Company  does not believe  the costs of its Year 2000  program  will be
material to its  financial  position or results of  operations.  The Company has
incurred  outside costs of  approximately  $800,000 to date and anticipates that
additional  outside  costs  should  approximate  no more than $1  million in the
aggregate. The Company will charge these costs, as incurred,  against results of
operations.

     Management  believes it has taken  reasonable  steps in developing its Year
2000 program.  Notwithstanding these actions, there can be no assurance that all
of the  Company's  Year  2000  issues  or  those of its key  suppliers,  service
providers or customers will be resolved or addressed  satisfactorily  before the
year 2000 commences.  Management believes that the most reasonable likely "worst
case  scenario"  resulting  from Year 2000  issues  could be the  failure by the
Company's key suppliers, service providers, customers and other third parties to
address their Year 2000 issues.  If this were to occur, then the Company's usual
channels of supply and  distribution  could be disrupted  and the Company  could
experience a material  adverse impact on its business,  results of operations or
financial position.


                                     * * *


Forward-looking Statements

     This   Quarterly   Report  on  Form  10-Q  contains  both   historical  and
forward-looking  statements.  All statements other than statements of historical
fact are, or may be deemed to be, forward-looking  statements within the meaning
of section 27A of the  Securities  Act of 1933 and section 21E of the Securities
Exchange Act of 1934. These forward-looking  statements are only predictions and
generally can be identified  by use of statements  that include  phrases such as
"believe," "expect," "anticipate," "intend," "plan," "foresee" or other words or
phrases of similar  import.  Similarly,  statements  that describe the Company's
objectives,  plans or goals also are forward-looking  statements.  The Company's
operations  are  subject to certain  risks and  uncertainties  that could  cause
actual  results to differ  materially  from those  contemplated  by the relevant
forward-looking  statement.  The forward-looking  statements included herein are
made only as of the date of this  Quarterly  Report on Form 10-Q and the Company
undertakes no obligation to publicly update such  forward-looking  statements to
reflect  subsequent  events or  circumstances.  No assurances  can be given that
projected results or events will be achieved.

                        
                                       18
<PAGE>


                Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                ABOUT MARKET RISK


     Reference  is made to  Management's  Discussion  and  Analysis of Financial
Condition  and  Results  of  Operations  in the Form  10-K for a  discussion  of
"Market-Sensitive  Instruments  and Risk  Management."  As of December 31, 1998,
equity-related  financial  instruments  employed by the Company to reduce market
risk included long contracts  valued at $35.2 million and short contracts valued
at $143.2  million.  At April 4,  1999,  the value of long  contracts  was $59.8
million  and the value of short  contracts  was $42.0  million.  All such  short
contracts were terminated as of May 6, 1999.  Since the Company  marks-to-market
such  instruments  each  month,  there was no  economic  cost to the  Company to
terminate these instruments.

























                                       19
<PAGE>


                                     PART II

                                OTHER INFORMATION


Item 1.  Legal Proceedings

     On or about April 29, 1996, an action was commenced in the Circuit Court of
Mobile County,  Alabama against GAFBMC on behalf of a purported nationwide class
of purchasers of, or current owners of,  buildings with certain asphalt shingles
manufactured  by GAFBMC.  The action  alleges,  among  other  things,  that such
shingles were defective and seeks unspecified damages on behalf of the purported
class.  On September 25, 1998, the Company agreed to settle this litigation on a
national,  class-wide basis for asphalt shingles manufactured between January 1,
1973 and December  31, 1997.  Following a fairness  hearing,  the court  granted
final  approval of the class-wide  settlement in April 1999.  Under the terms of
the  settlement,  the Company will provide  property  owners whose shingles were
manufactured during this period and which suffer certain damages during the term
of their original  warranty  period,  and who file a qualifying  claim,  with an
opportunity to receive certain limited benefits beyond those already provided in
their existing  warranty.  In October and December  1998,  the separate  actions
commenced in 1997 in the Superior  Court of New Jersey,  Middlesex  County,  the
Superior Court of New Jersey,  Passaic County and the Supreme Court of the State
of New York, County of Nassau,  and in 1996 in Pointe Coupee Parish,  Louisiana,
on behalf of purported  classes were stayed  pending the outcome of the fairness
hearing on the settlement  agreement in the Mobile County,  Alabama action.  The
Company  expects  that these  actions  will be  dismissed  in light of the final
approval of the settlement agreement in the Mobile County, Alabama action.

     For further information  relating to these legal proceedings,  see "Item 3.
Legal Proceedings - Other Litigation" contained in the Form 10-K.


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

27          - Financial Data Schedule,  which is submitted electronically to the
            Securities and Exchange Commission for information only.

(b) No Reports on Form 8-K were filed during the quarter ended April 4, 1999.
















                                       20
<PAGE>


                                   SIGNATURES
                                  -----------



     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrants  listed below have duly caused this report
to be signed on their behalf by the undersigned, thereunto duly authorized.


                          BUILDING MATERIALS CORPORATION OF AMERICA
                          BUILDING MATERIALS MANUFACTURING CORPORATION
                          BUILDING MATERIALS INVESTMENT CORPORATION


DATE:  May 18, 1999         BY:   /s/William C. Lang
       ------------               ------------------

                                  William C. Lang
                                  Senior Vice President and
                                    Chief Financial Officer
                                  (Principal Financial and
                                    Accounting Officer)















                   
                                       21
<PAGE>