SECURITIES AND EXCHANGE COMMISSION
                                       
                            WASHINGTON, D.C.  20549
                                       
                                   FORM 10-Q
                                       
(Mark One)
  /X/           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                 For The Quarterly Period Ended June 28, 1998
                                       
                                      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

                               (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 August 10, 1998, 1,015,010 shares of the Registrant's Class A common
stock and 15,000 shares of the Registrant's Class B common stock were
outstanding.
<PAGE>
                        Part I - FINANCIAL INFORMATION
                         Item 1 - FINANCIAL STATEMENTS
                                       
                                       
                   BUILDING MATERIALS CORPORATION OF AMERICA
                                       
                 CONSOLIDATED STATEMENTS OF INCOME (Unaudited)



                                      Second Quarter Ended  Six Months Ended
                                      -------------------- ------------------
                                      June 29,   June 28,  June 29,  June 28,
                                        1997       1998      1997      1998
                                      --------   --------  --------  --------
                                                     (Thousands)

Net sales ............................ $255,934   $286,227  $449,258  $498,656
                                       --------   --------  --------  --------
Costs and expenses:
  Cost of products sold ..............  180,191    200,496   323,357   358,530
  Selling, general and administrative.   50,810     59,017    91,676   107,383
                                       --------   --------  --------  --------

    Total costs and expenses..........  231,001    259,513   415,033   465,913
                                       --------   --------  --------  --------

Operating income .....................   24,933     26,714    34,225    32,743
Interest expense .....................  (10,253)   (12,713)  (20,099)  (25,405)
Other income, net.....................    1,934      4,086     5,360    14,353
                                       --------   --------  --------  --------

Income before income taxes............   16,614     18,087    19,486    21,691
Income taxes .........................   (6,481)    (7,055)   (7,600)   (8,459)
                                       --------   --------  --------  --------

Net income ........................... $ 10,133   $ 11,032  $ 11,886  $ 13,232
                                       ========   ========  ========  ========


                                       
                                       
                                       
                                       
                                       
                                       
                See Notes to Consolidated Financial Statements

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

                                                                     June 28,
                                                     December 31,      1998
                                                          1997      (Unaudited)
                                                     ------------   -----------
                                                             (Thousands)
ASSETS
Current Assets:
  Cash and cash equivalents.....................      $  12,921     $  34,067
  Investments in trading securities.............         62,059         1,132
  Investments in available-for-sale securities..        161,290       122,600
  Investments in held-to-maturity securities....            499             -
  Other short-term investments..................         19,488        21,438
  Accounts receivable, trade, net...............         13,643        32,373
  Accounts receivable, other....................         50,839        57,913
  Receivable from related parties, net..........          5,151             -
  Loan receivable from related party............          6,152             -
  Inventories...................................         72,254       117,544
  Other current assets..........................          6,243         8,671
                                                      ---------     ---------
    Total Current Assets........................        410,539       395,738
Property, plant and equipment, net..............        241,946       279,554
Goodwill, net...................................         70,046        80,752
Deferred income tax benefits....................         35,981        33,366
Receivable from related parties ................         31,661             -
Other assets....................................         17,113        15,404
                                                      ---------     ---------
Total Assets....................................      $ 807,286     $ 804,814
                                                      =========     =========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
  Short-term debt...............................      $  26,944     $   2,111
  Current maturities of long-term debt..........          3,801         4,183
  Accounts payable..............................         55,642        65,664
  Payable to related parties, net...............              -         9,175
  Accrued liabilities...........................         26,298        47,768
  Reserve for product warranty claims...........         13,100        13,100
                                                      ---------       -------
    Total Current Liabilities...................        125,785       142,001
                                                      ---------     ---------
Long-term debt less current maturities..........        555,446       534,843
                                                      ---------     ---------
Reserve for product warranty claims.............         23,881        21,591
                                                      ---------     ---------
Other liabilities...............................         19,175        19,132
                                                      ---------     ---------
Stockholder's Equity:
  Series A Cumulative Redeemable Convertible
    Preferred Stock, $.01 par value per share;
    100,000 shares authorized; no shares issued               -             -
  Common stock, $.001 par value per share;
    1,050,000 shares authorized;
    1,000,010 shares issued and outstanding ....              1             1
  Additional paid-in capital....................         86,910        86,910
  Accumulated deficit...........................        (14,083)         (851)
  Accumulated other comprehensive income........         10,171         1,187
                                                      ---------     ---------

    Stockholder's Equity .......................         82,999        87,247
                                                      ---------     ---------
 Total Liabilities and Stockholder's Equity ....      $ 807,286     $ 804,814
                                                      =========     =========

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

                                                            Six Months Ended
                                                          --------------------
                                                          June 29,    June 28,
                                                            1997        1998
                                                          ---------   --------
                                                               (Thousands)

Cash and cash equivalents, beginning of period........... $124,560    $ 12,921
                                                          --------    --------

Cash provided by (used in) operating activities:
  Net income.............................................   11,886      13,232
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Depreciation ......................................   10,916      12,378
      Goodwill amortization..............................      920       1,002
      Deferred income taxes..............................    7,499       8,358
      Noncash interest charges...........................   13,116      14,920
  Increase in working capital items......................  (73,609)    (43,931)
  Purchases of trading securities........................  (39,750)    (61,049)
  Proceeds from sales of trading securities..............   13,410      77,111
  Change in net receivable from/payable to related
    parties..............................................  (21,842)     45,987
  Other, net.............................................   (3,772)      2,867
                                                          --------    --------
Net cash provided by (used in) operating activities......  (81,226)     70,875
                                                          --------    --------

Cash provided by (used in) investing activities:
  Capital expenditures...................................  (15,066)    (23,548)
  Acquisitions...........................................  (25,531)    (43,468)
  Purchases of available-for-sale securities.............  (80,189)    (32,808)
  Purchases of held-to-maturity securities...............   (4,591)          -
  Proceeds from sales of available-for-sale securities...   84,363      96,604
  Proceeds from held-to-maturity securities..............    7,917         499
                                                          --------    --------

Net cash used in investing activities....................  (33,097)     (2,721)
                                                          --------    --------

Cash provided by (used in) financing activities:
  Proceeds from sale of accounts receivable..............   23,694       7,478
  Increase (decrease) in short-term debt.................      538     (24,833)
  Decrease in borrowings under revolving credit facility.        -     (34,000)
  Repayments of long-term debt...........................   (1,672)     (1,629)
  Decrease in loan receivable from related party.........        -       6,152
  Distribution to parent company.........................  (18,000)          -
  Payments of asbestos claims............................   (3,062)          -
  Financing fees and expenses............................     (207)       (176)
                                                          --------    --------
Net cash provided by (used in) financing activities......    1,291     (47,008)
                                                          --------    --------
Net change in cash and cash equivalents.................. (113,032)     21,146
                                                          --------    --------
Cash and cash equivalents, end of period................. $ 11,528    $ 34,067
                                                          ========    ========

                                       
                See Notes to Consolidated Financial Statements
                                       
                                       
                                       
                                       
                                       3
<PAGE>
                   BUILDING MATERIALS CORPORATION OF AMERICA
                                       
        CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - (Continued)
                                       
                                       
                                                            Six Months Ended
                                                          --------------------
                                                           June 29,   June 28,
                                                             1997       1998
                                                          ---------  ---------
                                                               (Thousands)

Supplemental Cash Flow Information:
  Cash paid during the period for:
    Interest (net of amount capitalized).............     $  6,994   $ 10,279
    Income taxes.....................................          138        800

Acquisition of Leatherback Industries business,
  net of $8 cash acquired:
    Fair market value of assets acquired.............     $ 27,167
    Purchase price of acquisition....................       25,531
                                                          --------
    Liabilities assumed..............................     $  1,636
                                                          ========


Acquisition of Leslie-Locke, Inc.:
  Fair market value of assets acquired...............                $ 59,318
  Purchase price of acquisition......................                  43,468
                                                                     --------
  Liabilities assumed................................                $ 15,850
                                                                     ========














                See Notes to Consolidated Financial Statements
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       4
<PAGE>
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Building Materials Corporation of America (the "Company") is a wholly-
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 June 28, 1998, and the results of operations and cash flows
for the periods ended June 29, 1997 and June 28, 1998.  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,
1997 (the "Form 10-K").

Note 1:  Comprehensive Income
     In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income," which
is effective for fiscal years beginning after December 15, 1997.
Reclassification of financial statements for earlier periods is required.  In
the Company's case, comprehensive income includes net income, unrealized gains
and losses from investments in available-for-sale securities, and pension
liability adjustments.
                                       Second Quarter Ended  Six Months Ended
                                       -------------------- ------------------
                                        June 29,  June 28,  June 29, June 28,
                                          1997      1998      1997     1998
                                        --------  --------  -------- --------
                                                      (Thousands)

Net income..............................$ 10,133  $ 11,032  $ 11,886 $ 13,232
                                        --------  --------  -------- --------
Other comprehensive income, net of tax:
  Unrealized gains on available-for-
    sale securities:
  Unrealized holding gains (losses)
    arising during the period, net of
    income tax (provision) benefit of
    $(2,095), $378, $(3,765)
    and $(1,471)........................   3,277      (589)    5,890    2,305
  Less:  Reclassification adjustment
    for gains included in net income,
    net of income tax effect of $2,371
    $ 2,913, $2,918, and $ 7,215........  (3,708)   (4,559)   (4,566) (11,289)
                                        --------  --------  -------- --------
Total other comprehensive income (loss).    (431)   (5,148)    1,324   (8,984)
                                        --------  --------  -------- --------
Comprehensive income....................$  9,702  $  5,884  $ 13,210 $  4,248
                                        ========  ========  ======== ========






                                       5
<PAGE>
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1.   Comprehensive Income (Continued)


     Changes in the components of "Accumulated other comprehensive income" for
the six months ended June 28, 1998 are as follows:

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

Balance, December 31, 1997....    $ 11,102    $   (931)   $ 10,171
Change for the period.........      (8,984)          -      (8,984)
                                  --------    --------    --------
Balance, June 28, 1998........    $  2,118    $   (931)   $  1,187
                                  ========    ========    ========

Note 2:   Inventories:

     Inventories consist of the following:
                                          December 31,   June 28,
                                              1997         1998
                                          ------------   --------
     
                                                (Thousands)
     
     Finished goods.....................    $ 38,459     $ 74,410
     Work in process....................      10,180       11,517
     Raw materials and supplies.........      24,670       32,672
                                            --------     --------
     
     Total..............................      73,309      118,599
     Less LIFO reserve..................      (1,055)      (1,055)
                                            --------     --------
     
     Inventories........................    $ 72,254     $117,544
                                            ========     ========

Note 3:   Acquisition

     Effective June 1, 1998, the Company purchased for approximately $43.5
million substantially all of the assets of Leslie-Locke Inc. ("Leslie-Locke"),
a wholly-owned subsidiary of Leslie Building Products, Inc., which manufactures
and markets a variety of specialty building products and accessories for the
professional and do-it-yourself remodeling and residential construction
industries from manufacturing facilities in Burgaw, North Carolina and Compton,
California.  Leslie-Locke had 1997 sales of approximately $90 million.  The
acquisition will be accounted for under the purchase method of accounting.  The
results of Leslie-Locke are included from the date of acquisition and are not
material to the results presented in the foregoing financial statements.  This
acquisition, if it had occurred on January 1, 1998, would not have had a
material impact on results of operations for the six months ended June 28,
1998.



                                       6
<PAGE>
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 4:   Termination of Interest Rate Swap Agreements

     In June 1998, the Company terminated interest rate swap agreements related
to its 11 3/4% Senior Deferred Coupon Notes due 2004 with an aggregate ending
notional principal amount of $60.0 million, resulting in gains of $0.7 million.
The gains have been deferred and will be amortized as a reduction of interest
expense over the remaining original life of the swaps.


Note 5:   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
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.

     GAF has advised the Company that, as of June 27, 1998, it is defending
approximately 113,000 pending alleged Asbestos Claims (having received notice
of approximately 55,900 new Asbestos Claims during the first six months of
1998) and has resolved approximately 256,700 Asbestos Claims (including
approximately 22,200 in the first six months of 1998).  GAF has advised the
Company that it believes that a significant portion of the claims filed in the
first six months of 1998 were already pending against other defendants for some
period of time, with GAF being added as a defendant upon the lifting in 1997 of
the injunction relating to the Georgine class action settlement.  During 1997,
GAF resolved approximately 11,000 Asbestos Claims of which approximately 9,900
were resolved (including Asbestos Claims disposed of at no cost to GAF) for an
average cost of approximately $4,070 per claim.  GAF's share of the costs with
respect to approximately 1,100 Asbestos Claims resolved during 1997 has not yet
been determined.  There can be no assurance that the actual costs of resolving
pending and future Asbestos Claims will approximate GAF's historic average
costs.

     GAF has stated that it is committed to effecting a comprehensive
resolution of Asbestos Claims, that it is exploring a number of options, both
judicial and legislative, 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.





                                       7
<PAGE>
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 5.  Contingencies (Continued)

     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, liquidity, results
of operations, cash flows 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.


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"), holds 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 GFC incurring liabilities
significantly in excess of the deferred tax liability of $131.4 million that
GAF recorded in 1990 in connection with this matter.  GAF has advised the
Company that it believes that GFC will prevail in this matter, although there
can be no assurance in this regard.  The Company believes that the ultimate
disposition of this matter will not have a material adverse effect on its
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 GFC be unable to satisfy such
liability.







                                       8
<PAGE>
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 6.   Subsequent Events

     On July 15, 1998, the Company recorded a nonrecurring charge of $7.6
million related to a grant to an executive officer of 30,000 shares of
restricted common stock of the Company and certain cash payments to be made to
such officer over a specified time period.

     On July 17, 1998, the Company issued $150 million in aggregate principal
amount at maturity of 7 3/4% Senior Notes due 2005.  As of August 11, 1998, the
Company had used a portion of the net proceeds from this issue to purchase (and
subsequently cancel), $132.6 million in aggregate principal amount at maturity
of the Company's 11 3/4% Senior Deferred Coupon Notes due 2004.  In connection
with this purchase, the Company recorded an extraordinary loss of $9.3 million
in July 1998.








































                                       9
<PAGE>
          Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


Results of Operations - Second Quarter 1998 Compared With
                        Second Quarter 1997

     The Company recorded second quarter 1998 net income of $11.0 million
compared with $10.1 million in the second quarter of 1997.  The 8.9% increase
in net income reflected higher operating and other income, partially offset by
increased interest expense.

     The Company's net sales for the second quarter of 1998 were $286.2
million, an 11.8% increase over last year's sales of $255.9 million.  The net
sales gains occurred in both the residential and commercial product lines.  The
increase in residential net sales reflected both higher unit volumes and higher
average selling prices, while the increase in net sales of commercial roofing
products was primarily from higher unit volumes.

     Operating income for the second quarter of 1998 was $26.7 million compared
with $24.9 million in the second quarter of 1997.  The 7.2% improvement in
operating income was achieved due to an improved gross margin offset by higher
distribution costs, primarily due to rail carrier service problems in certain
regions of the country requiring the use of higher-cost transportation
alternatives and by increased selling and administrative expenses related to
expanded marketing efforts.  Selling, general and administrative expenses
increased by 16.1% to $59.0 million compared with last year's $50.8 million.

     Interest expense increased to $12.7 million in the second quarter of 1998
from $10.3 million last year due to higher debt levels, mainly reflecting the
issuance in October 1997 of $100 million in aggregate principal amount at
maturity of 8% Senior Notes due 2007.  Other income, net, was $4.1 million for
the second quarter compared with $1.9 million last year, reflecting higher
investment income and lower other expenses, principally legal expenses from
certain litigation in the prior year.


Results of Operations - Six Months 1998 Compared With
                        Six Months 1997

     For the first six months of 1998, the Company recorded net income of $13.2
million compared with $11.9 million for the first six months of 1997.  The
10.9% increase in net income resulted from higher investment income, partially
offset by lower operating income and higher interest expense.

     The Company's net sales for the first six months of 1998 were $498.7
million, an 11.0% increase over last year's sales of $449.3 million.  The net
sales growth occurred in both the residential and commercial product lines and
resulted primarily from higher unit sales volumes.








                                      10
<PAGE>
     Operating income for the first six months of 1998 was $32.7 million
compared with $34.2 million in the first six months of 1997.  The decline in
operating income was attributable to higher distribution costs due to rail
service problems and higher selling and administrative expenses resulting from
broader marketing efforts, partially offset by the impact of higher product
sales and lower manufacturing costs.  Selling, general and administrative
expenses increased by 17.1% to $107.4 million compared with last year's $91.7
million.

     Interest expense increased to $25.4 million in the first six months of
1998 from $20.1 million last year due to higher debt levels, mainly reflecting
the issuance in October 1997 of $100 million in aggregate principal amount at
maturity of 8% Senior Notes due 2007.  Other income, net, was $14.4 million
compared with $5.4 million last year, principally reflecting higher investment
income.


Liquidity and Financial Condition

     Net cash inflow during the first six months of 1998 was $68.2 million
before financing activities, and included $70.9 million of cash generated from
operations, the reinvestment of $23.5 million for capital programs, the
acquisition of Leslie-Locke, Inc. for $43.5 million (see Note 3 to Consolidated
Financial Statements), and the generation of $64.3 million from net sales of
available-for-sale and held-to-maturity securities.

     Cash invested in additional working capital totaled $43.9 million during
the first six months of 1998, primarily reflecting a seasonal increase in
inventories of $31.9 million and a $26.8 million increase in receivables,
partially offset by a $16.6 million increase in accounts payable and accrued
liabilities.  Accrued liabilities increased by $21.5 million to $47.8 million
as a result of additional accrued interest payable and seasonal increases in
accrued distribution costs and other plant operating accruals.  Cash from
operating activities also reflected a $46.0 million cash inflow as a result of
repayments of advances by GAF, G-I Holdings and their subsidiaries which were
made by the Company in 1997, and a $16.1 million cash inflow from net sales of
trading securities.

     Net cash used in financing activities totaled $47.0 million during the
first six months of 1998, mainly reflecting a $34.0 million paydown of
borrowings under the Company's bank revolving credit facility and a $24.8
million decrease in short-term borrowings, partially offset by a $6.2 million
cash inflow from the repayment of a loan by a related party and $7.5 million
proceeds from the sale of receivables.

     As a result of the foregoing factors, cash and cash equivalents increased
by $21.1 million during the first six months of 1998 to $34.1 million
(excluding $145.2 million of trading and available-for-sale securities and
other short-term investments).

     In June 1998, the Company terminated interest rate swap agreements related
to its 11 3/4% Senior Deferred Coupon Notes due 2004 with an aggregate ending
notional principal amount of $60.0 million, resulting in gains of $0.7 million.
The gains have been deferred and will be amortized as a reduction of interest
expense over the remaining original life of the swaps.



                                      11
<PAGE>
     On July 17, 1998, the Company issued $150 million in aggregate principal
amount at maturity of 7 3/4% Senior Notes due 2005.  The Company used a portion
of the net proceeds from this issue to purchase (and subsequently cancel)
$132.6 million in aggregate principal amount at maturity of the Company's
11 3/4% Senior Deferred Coupon Notes due 2004 ("Deferred Coupon Notes") and
intends to use the remaining net proceeds from this issue to purchase (and
subsequently cancel) up to an additional $17.4 million in aggregate principal
amount at maturity of such Deferred Coupon Notes.  If the Company purchases
(and subsequently cancels) an aggregate of $150 million in aggregate principal
amount at maturity of such Deferred Coupon Notes, the Company would record a
total extraordinary loss of approximately $10 million.  See Note 6 to
Consolidated Financial Statements.

     The Company has significantly upgraded its information systems
capabilities and is in the process of finalizing the roll-out of an interactive
network connecting all of its locations.  In conjunction with this initiative,
the Company is addressing its "Year 2000" compliance issues and does not
believe that the costs associated with, or the impact of, these issues will
have a material adverse effect on the operations, liquidity or capital
resources of the Company.  At this time, the Company is in the process of
reviewing the Year 2000 compliance of its major suppliers and customers.

     From time to time, the Company reviews the reserves established for
estimated probable future warranty claims.  The Company is currently
undertaking a review of these reserves and, before the end of the fiscal year,
could increase reserves relating to its residential roofing products by
approximately $6 million to $12 million on an after tax basis.

     See Notes 5 and 6 to Consolidated Financial Statements for information
regarding contingencies and subsequent events.


Forward-looking Statements

     This Form 10-Q may contain certain "forward-looking statements" intended
to qualify for the safe harbor from liability established by the Private
Securities Litigation Reform Act of 1995.  These forward-looking statements
generally can be identified by use of statements that include phrases such as
the Company or its management "believes," "expects," "anticipates," "intends,"
"plans," "foresees" or other words or phrases of similar import.  Similarly,
statements that describe the Company's objectives, plans or goals also are
forward-looking statements.  All such forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those contemplated by the relevant forward-looking statement.
Investors and other readers are urged to consider these factors carefully in
evaluating the forward-looking statements.  The forward-looking statements
included herein are made only as of the date of this Form 10-Q and the Company
undertakes no obligation to publicly update such forward-looking statements to
reflect subsequent events or circumstances.








                                      12
<PAGE>
                                    PART II
                                       
                               OTHER INFORMATION




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
     June 28, 1998.









































                                      13
<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:  August 7, 1998         BY: /s/William C. Lang
       --------------             ------------------

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





































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