FORM 10-Q
                                       
                      SECURITIES AND EXCHANGE COMMISSION
                                       
                            WASHINGTON, D.C.  20549
                                       
(Mark One)
  /X/           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
               For The Quarterly Period Ended September 29, 1996
                                       
                                      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           (201) 628-3000

                               (Not applicable)
(Former name, former address and former fiscal year, if changed since last
report.)


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 October 28, 1996, the Registrant had 10 shares of common stock, $.001 par
value, outstanding.
<PAGE>
                        Part I - FINANCIAL INFORMATION
                         Item 1 - FINANCIAL STATEMENTS
                                       
                                       
                   BUILDING MATERIALS CORPORATION OF AMERICA
                                       
                       CONSOLIDATED STATEMENTS OF INCOME


                                      Third Quarter Ended   Nine Months Ended
                                     --------------------  -------------------
                                      Oct. 1,   Sept. 29,   Oct. 1,  Sept. 29,
                                       1995       1996       1995      1996
                                     --------   --------   --------  ---------
                                                    (Thousands)

Net sales..........................  $191,953   $226,666    $507,661  $581,002
                                     --------   --------    --------  --------

Costs and expenses:
  Cost of products sold............   139,743    162,882     369,672   419,321
  Selling, general and
    administrative.................    36,586     43,456      99,605   113,627
                                     --------   --------    --------  --------

    Total costs and expenses.......   176,329    206,338     469,277   532,948
                                     --------   --------    --------  --------

Operating income...................    15,624     20,328      38,384    48,054
Interest expense...................    (6,194)    (7,351)    (18,203)  (21,891)
Other expense, net.................    (1,384)       (15)     (3,537)     (490)
                                     --------   --------    --------  --------

Income before income taxes.........     8,046     12,962      16,644    25,673
Income taxes.......................    (3,232)    (5,054)     (6,646)  (10,012)
                                     --------   --------    --------  --------

Net income.........................  $  4,814   $  7,908    $  9,998  $ 15,661
                                     ========   ========    ========  ========


                See Notes to Consolidated Financial Statements












                                       1
<PAGE>
                   BUILDING MATERIALS CORPORATION OF AMERICA
                                       
                          CONSOLIDATED BALANCE SHEETS

                                                    December 31,  September 29,
                                                        1995          1996
                                                    ------------  -------------
ASSETS                                                     (Thousands)
Current Assets:
  Cash..........................................      $  45,767      $  12,648
  Investments in trading securities.............          6,095            436
  Investments in available-for-sale securities..         34,020         28,961
  Accounts receivable, other....................         24,247         57,739
  Loan receivable from related party............              -         21,953
  Inventories...................................         55,643         66,246
  Deferred income tax benefits..................          3,845          3,845
  Other current assets..........................          3,083          2,557
                                                      ---------      ---------
    Total Current Assets........................        172,700        194,385
Property, plant and equipment, net..............        180,059        192,349
Goodwill, net...................................         38,123         37,326
Deferred income tax benefits....................         62,318         52,290
Other assets....................................         11,066         12,700
                                                      ---------      ---------
Total Assets....................................      $ 464,266      $ 489,050
                                                      =========      =========

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current Liabilities:
  Short-term debt...............................      $       -      $     256
  Current maturities of long-term debt..........          8,823          3,124
  Accounts payable..............................         39,532         47,221
  Payable to related parties, net...............          1,713          8,993
  Accrued liabilities...........................         27,019         39,734
  Reserve for asbestos claims...................         48,176         20,581
                                                      ---------      ---------
    Total Current Liabilities...................        125,263        119,909
                                                      ---------      ---------
Long-term debt less current maturities..........        284,394        300,821
                                                      ---------      ---------
Reserve for asbestos claims.....................         21,110          4,989
                                                      ---------      ---------
Reserve for product warranty claims.............         28,700         28,782
                                                      ---------      ---------
Other liabilities...............................         22,865         22,734
                                                      ---------      ---------

Stockholder's Equity (Deficit):
  Common stock, $.001 par value per share;
    1,000 shares authorized; 10 shares issued
    and outstanding.............................              -              -
  Additional paid-in capital....................         46,936         60,797
  Excess of purchase price over the adjusted
    historical cost of the predecessor company
    shares owned by GAF's stockholders..........         (7,874)        (7,874)
  Accumulated deficit...........................        (56,765)       (41,104)
  Unfunded pension liability and other..........           (363)            (4)
                                                      ---------      ---------
    Stockholder's Equity (Deficit)..............        (18,066)        11,815
                                                      ---------      ---------
Total Liabilities and Stockholder's Equity
  (Deficit).....................................      $ 464,266      $ 489,050
                                                      =========      =========


                See Notes to Consolidated Financial Statements
                                       
                                       
                                       
                                       2
<PAGE>
                   BUILDING MATERIALS CORPORATION OF AMERICA
                                       
                     CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                           Nine Months Ended
                                                          --------------------
                                                           Oct. 1,   Sept. 29,
                                                            1995       1996
                                                          --------   ---------
                                                               (Thousands)

Cash and cash equivalents, beginning of period.........   $ 29,015    $ 51,862
                                                          --------    --------

Cash provided by operating activities:
  Net income...........................................      9,998      15,661
  Adjustments to reconcile net income to net cash
    used in operating activities:
      Depreciation and goodwill amortization...........     15,345      16,571
      Deferred income taxes.. .........................      6,494       9,799
      Non-cash interest charges........................     16,118      17,661
  (Increase) decrease in working capital items.........    (36,124)    (39,847)
  Increase in payable to related parties...............      6,059       7,280
  Other, net...........................................     (3,421)     (1,541)
                                                          --------    --------
    Net cash provided by operating activities.............  14,469      25,584
                                                          --------    --------

Cash used in investing activities:
  Capital expenditures and acquisition.................    (18,930)    (12,907)
  Purchases of available-for-sale securities...........          -    (106,452)
  Designation of trading securities as available-
    for-sale...........................................          -      (8,206)
  Proceeds from sales of available-for-sale securities.          -     120,305
                                                          --------    --------
    Net cash used in investing activities..............    (18,930)     (7,260)
                                                          --------    --------

Cash provided by (used in) financing activities:
  Proceeds from sale of accounts receivable............     23,511      16,378
  Increase in short-term debt..........................          -         256
  Repayments of long-term debt.........................     (1,029)     (8,011)
  Increase in loan receivable from related party.......     (4,697)    (21,953)
  Decrease in restricted cash..........................     24,484           -
  Payments of asbestos claims..........................    (43,524)    (43,716)
  Other................................................       (295)        (56)
                                                          --------    --------
    Net cash used in financing activities..............     (1,550)    (57,102)
                                                          --------    --------
Net change in cash and cash equivalents................     (6,011)    (38,778)
                                                          --------    --------
Cash and cash equivalents, end of period...............   $ 23,004    $ 13,084
                                                          ========    ========


Supplemental Cash Flow Information:
  Cash paid during the period for:
    Interest (net of amount capitalized)...............   $  1,739    $  2,783
    Income taxes.......................................        189         143



                See Notes to Consolidated Financial Statements
                                       
                                       
                                       
                                       3
<PAGE>
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     Building Materials Corporation of America (the "Company") is a wholly
owned subsidiary of GAF Building Materials Corporation ("BMC"), which is an
indirect, wholly owned subsidiary of G-I Holdings Inc. ("G-I Holdings").  G-I
Holdings is a wholly owned subsidiary of ISP Holdings Inc. ("ISP Holdings"),
which in turn is a wholly owned subsidiary of GAF Corporation ("GAF").  The
financial statements of the Company reflect, in the opinion of management, all
adjustments necessary to present fairly the financial position of the Company
at December 31, 1995 and September 29, 1996, and the results of operations and
cash flows for the periods ended October 1, 1995 and September 29, 1996.  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, 1995 (the "Form 10-K").

NOTE A:   Inventories consist of the following:

                                               December 31,   Sept. 29,
                                                   1995         1996
                                               ------------   ---------
                                                       (Thousands)
          Finished goods.....................     $ 30,663    $  39,844
          Work in process....................        7,594        8,858
          Raw materials and supplies.........       17,891       18,449
                                                ----------    ---------
          Total..............................       56,148       67,151
          Less LIFO reserve..................         (505)        (905)
                                                ----------    ---------
          Inventories........................     $ 55,643    $  66,246
                                                ==========    =========

NOTE B:   Contingencies

          Asbestos Claims Filed Against GAF
          
               In connection with its formation, the Company contractually
          assumed and agreed to pay the first $204.4 million of BMC's asbestos-
          related bodily injury liabilities (whether for indemnity or defense),
          relating to pending cases and previously settled, but not paid, cases
          as of January 31, 1994, and no other asbestos liabilities of BMC.
          Substantially all of the Company's asbestos liability is expected to
          be paid by the end of 1997; $178.8 million had been paid through
          September 29, 1996.  G-I Holdings and BMC have jointly and severally
          agreed to indemnify the Company against any claims related to
          asbestos-related liabilities, other than those assumed by the
          Company, in the event that claims in connection with liabilities not
          assumed by the Company are asserted against it.
          
          
          
          
                                       4
<PAGE>
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE B:   (Continued)
          
               As of September 29, 1996, GAF had been named as a defendant in
          approximately 59,300 pending lawsuits involving alleged health claims
          relating to the inhalation of asbestos fiber ("Asbestos Claims"),
          having previously resolved approximately 221,000 Asbestos Claims.
          Plaintiffs in approximately 31,200 of the pending lawsuits were
          preliminarily enjoined from proceeding with their claims other than
          in accordance with the pending class-action settlement of future
          asbestos bodily injury claims (the "Settlement").  Since December 31,
          1995, GAF has settled approximately 19,900 Asbestos Claims and
          received notice of approximately 29,500 new Asbestos Claims (of which
          approximately 23,800 are subject to the preliminary injunction).  On
          May 10, 1996, the United States Court of Appeals for the Third
          Circuit (the "Third Circuit") issued an opinion, concluding that the
          class action was not certifiable as a class action, thus reversing
          the decision of the lower court which (i) found the Settlement fair
          and reasonable and (ii) issued the preliminary injunction.  GAF has
          filed a petition for a writ of certiorari with the United States
          Supreme Court to pursue an appeal of the Third Circuit's decision.
          GAF has advised the Company that it continues to believe the
          Settlement should ultimately be upheld on appeal, although there can
          be no assurance in this regard.
          
               The reserves of GAF and G-I Holdings for asbestos bodily injury
          claims, as of September 29, 1996, were approximately $357.8 million
          (before estimated present value of recoveries from products liability
          insurance policies of approximately $211 million and related deferred
          tax benefits of approximately $51.4 million).  GAF and G-I Holdings
          have advised the Company that certain components of the asbestos-
          related liability and related insurance recoveries have been
          reflected on a discounted basis in their financial statements, and
          that the aggregate undiscounted liability, as of September 29, 1996,
          before estimated recoveries from products liability insurance
          policies, was $398.1 million.  The estimate of liability for Asbestos
          Claims is based on the Settlement becoming effective and on
          assumptions which relate, among other things, to the number of new
          cases filed, the cost of resolving (either by settlement or
          litigation or through the mechanism established by the Settlement)
          pending and future claims, the realization of related tax benefits,
          the favorable resolution of pending litigation against certain
          insurance companies and the amount of GAF's recoveries from various
          insurance companies.
          
          
          
                                       5
<PAGE>
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE B:   (Continued)
          
               GAF believes that the reserves established on its books (which
          reflect the discounting of a portion of the liabilities), together
          with anticipated available insurance proceeds, will be sufficient to
          satisfy all pending Asbestos Claims and all claims anticipated to be
          resolved during the ten-year period of the Settlement.  There can be
          no assurance, however, that the assumptions referred to above are
          correct.
          
               Although any opinion is necessarily judgmental and must be based
          on information currently known, it is the opinion of GAF and G-I
          Holdings, based on the assumptions referred to above and their
          analysis of their future business, financial prospects and cash
          flows, that asbestos-related bodily injury claims will not,
          individually or in the aggregate, have a materially adverse effect on
          the respective financial positions, results of operations or
          liquidity of GAF and G-I Holdings, after giving effect to the
          aforementioned reserves.  In the event that the Third Circuit's
          decision is not reversed and the Settlement is not upheld, or the
          conditions to the effectiveness of the Settlement are not satisfied,
          GAF and G-I Holdings could be required to increase their estimates of
          the asbestos-related liabilities and adjust any related discounts,
          and it is not currently possible to estimate the range or amount of
          such possible additional liability.
          
               The Company believes that it will not sustain any liability in
          connection with asbestos-related claims in excess of the $204.4
          million that it has contractually assumed.  While the Company cannot
          predict whether any asbestos-related claims above the $204.4 million
          will be asserted against it or its assets, or the outcome of any
          litigation relative 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 BMC with respect to
          such claims, and GAF and G-I Holdings have advised the Company that,
          based on the assumptions referred to above, they believe they have
          and will have sufficient resources to enable them to satisfy their
          asbestos-related liabilities.  Should GAF or BMC 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 BMC, including its holdings of common stock of the Company,
          and such enforcement could result in a change of control with respect
          to the Company.
          
          
          
                                       6
<PAGE>
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE B:   (Continued)
          
               GAF has also been named as a co-defendant in asbestos-in-
          buildings cases for economic and property damage or other injuries
          based upon an alleged present or future need to remove asbestos-
          containing materials from public and private buildings.  Since these
          actions were first initiated 13 years ago, GAF has not only
          successfully disposed of approximately 140 such cases at an average
          cost (including cases disposed of at no cost to GAF) of approximately
          $15,000 per case (all of which have been paid by insurance under
          reservation of rights), but is a co-defendant in only 8 remaining
          lawsuits.
          
          Environmental Litigation
          
               The Company, together with other companies, is a party to a
          variety of proceedings and lawsuits involving environmental matters
          in which recovery is sought for the cost of cleanup of contaminated
          sites, a number of which 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 results of operations, liquidity or financial position
          of the Company.
          
               For further information regarding asbestos-related and
          environmental matters and other litigation, reference is made to
          "Item 3.  Legal Proceedings" and Note 3 to Consolidated Financial
          Statements contained in the Company's Form 10-K.

NOTE C:   Subject to certain conditions, GAF intends to effect a series of
          transactions involving its subsidiaries that will result in, among
          other things, (1) the capital stock of ISP Holdings (whose principal
          asset will then be approximately 83% of the issued and outstanding
          common stock of International Specialty Products Inc. ("ISP")) being
          distributed to the stockholders of GAF, (2) the Company's
          manufacturing facility in Nashville, Tennessee (and certain related
          assets and liabilities) being transferred to GAF Chemicals
          Corporation ("GCC"), a subsidiary of GAF, and (3) U.S. Intec Inc.
          becoming a subsidiary of the Company.  As a result, ISP Holdings and
          ISP will no longer be direct or indirect subsidiaries of GAF, and the
          Company will remain a subsidiary of GAF.  In that connection, GCC
          will enter into a long-term supply agreement with the Company under
          which GCC will supply glass fiber to the Company.

                                       7
<PAGE>
          Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Results of Operations - Third Quarter 1996 Compared With
                        Third Quarter 1995

     The Company recorded third quarter 1996 net income of $7.9 million
compared with third quarter 1995 net income of $4.8 million.  The 64% increase
in net income resulted from higher operating income and lower other expense,
partially offset by increased interest expense.

     The Company's net sales for the third quarter of 1996 were $226.7 million,
an 18% increase over last year's sales of $192 million, primarily reflecting
increased unit volumes of both residential and commercial roofing products and
higher average selling prices.

     Gross profit margin increased to 28.1% in the third quarter of 1996 from
27.2% in the third quarter of 1995, resulting primarily from higher average
selling prices.  Selling, general and administrative expenses increased
slightly as a percentage of net sales from 19.1% in 1995 to 19.2% in 1996.

     Operating income for the third quarter was $20.3 million, a 30% increase
over the $15.6 million recorded in the third quarter of 1995, principally
reflecting the increased sales and improved margins.

     Interest expense increased to $7.3 million in the third quarter of 1996
from $6.2 million last year, reflecting higher debt levels.  Other expense, net
was less than $.1 million compared with $1.4 million last year, primarily
reflecting higher investment and interest income (up $1.7 million).

Results of Operations - Nine Months 1996 Compared With
                        Nine Months 1995

     For the first nine months of 1996, the Company recorded net income of
$15.7 million compared with net income of $10 million for the first nine months
of 1995.  The 57% increase in net income was attributable to improved operating
income and lower other expense, partially offset by higher interest expense.

     The Company's net sales for the first nine months of 1996 were $581
million compared with $507.7 million for the same period last year.  The 14%
sales growth reflected increased unit volumes of both residential and
commercial roofing products and higher average selling prices.

     Gross profit margin improved to 27.8% for the first nine months of 1996
from 27.2% last year, resulting primarily from higher average selling prices.
Selling, general and administrative expenses as a percentage of net sales were
19.6% in each period.


                                       8
<PAGE>
     Operating income for the first nine months of 1996 was $48.1 million, a
25% increase over the $38.4 million recorded in the same period of last year.
The higher operating income was attributable to the increased sales and
improved margins.

     Interest expense increased to $21.9 million in the first nine months of
1996 from $18.2 million last year, reflecting higher debt levels.  Other
expense, net decreased to $.5 million from $3.5 million, primarily as a result
of higher investment and interest income (up $4.0 million).

Liquidity and Financial Condition

     The Company generated $25.6 million of cash from operations during the
first nine months of 1996, and invested $7.3 million in capital programs and
net purchases of available-for-sale securities, for a net cash outflow of $18.3
million before financing activities.

     Cash invested in additional working capital totaled $39.8 million during
the first nine months of 1996.  This amount primarily reflected a seasonal
increase in inventories of $10.6 million and a $33.4 million increase in the
receivable from the trust which purchases the Company's trade accounts
receivable.

     Cash used in financing activities for the first nine months of 1996
totaled $57.1 million, primarily reflecting $43.7 million in payments of
asbestos claims, $8.0 million in repayments of long-term debt and a $22 million
loan to an affiliate, partially offset by $16.4 million proceeds from the sale
of receivables.

     As a result of the foregoing factors, cash and cash equivalents decreased
by $38.8 million during the first nine months of 1996 to $13.1 million
(excluding $29 million of available-for-sale securities).

     In June 1996, the Company's bank credit facilities were extended to June
1997 on the same terms and conditions.  Such facilities provide for revolving
lines of credit of up to $30 million and letters of credit facilities of up to
$39 million, provided that total borrowings and outstanding letters of credit
may not exceed $40 million.  As of September 29, 1996, $33.1 million of letters
of credit were outstanding and no amounts had been borrowed thereunder.

     As of September 29, 1996, the current portion of the reserve for asbestos
claims was $20.6 million.  Substantially all of the asbestos-related
liabilities assumed by the Company are expected to be paid by the end of 1997.
The Company anticipates funding such obligations from operations, existing cash
and equivalents and/or borrowings (which may include borrowings from
affiliates).



                                       9
<PAGE>
     See Note B to Consolidated Financial Statements for information regarding
contingencies.



















                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                      10
<PAGE>
                                    PART II
                                       
                                       
                               OTHER INFORMATION


Item 1.  Legal Proceedings

     The discussion relating to legal proceedings contained in Note B to
Consolidated Financial Statements in Part I is incorporated herein by
reference.


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
     September 29, 1996.



























                                      11
<PAGE>
                                  SIGNATURES
                                  -----------



     Pursuant to the requirements of Section 13 or 15(d) 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.


                                   Building Materials Corporation of America


DATE:  October 29, 1996        BY:  /s/John F. Rebele
       ----------------            ---------------------------
                                   John F. Rebele
                                   Vice President and Controller
                                   (Principal Accounting Officer)































                                      12