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 2, 2000

                                       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 12, 2000,  1,019,754 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 12, 2000, 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>


                            ADDITIONAL REGISTRANTS

<TABLE>
<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       Suite 303
                                                                                 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
                                                    ------------------------
                                                    April 4,        April 2,
                                                     1999             2000
                                                    --------        --------
                                                            (Thousands)

Net sales .............................           $262,928          $289,815
                                                  --------          --------
Costs and expenses:
  Cost of products sold ...............            190,187           214,357
  Selling, general and administrative..             56,525            60,150
  Goodwill amortization ...............                509               515
                                                  --------          --------
    Total costs and expenses...........            247,221           275,022
                                                  --------          --------

Operating income ......................             15,707            14,793
Interest expense ......................            (11,903)          (12,445)
Other expense, net.....................               (510)           (1,164)
                                                   -------          --------
Income before income taxes ............              3,294             1,184
Income taxes ..........................             (1,219)             (438)
                                                  --------          --------

Net income ............................           $  2,075          $    746
                                                  ========          ========






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 2,
                                                     December 31,     2000
                                                         1999      (Unaudited)
                                                     ------------   -----------
ASSETS                                                      (Thousands)
Current Assets:
  Cash and cash equivalents.........................  $  55,952     $  54,403
  Investments in trading securities.................        687           245
  Investments in available-for-sale securities......     29,702        28,787
  Other short-term investments......................      1,590             -
  Accounts receivable, trade, net...................     22,938        30,949
  Accounts receivable, other........................     62,892        96,065
  Receivable from related parties ..................     59,132        65,828
  Inventories.......................................    108,615       127,650
  Other current assets..............................      4,239         4,498
                                                      ---------     ---------
    Total Current Assets............................    345,747       408,425
Property, plant and equipment, net..................    410,703       411,919
Excess of cost over net assets of businesses
  acquired, net ....................................     70,408        69,328
Deferred income tax benefits........................     45,561        44,618
Other assets........................................     22,693        24,066
                                                      ---------     ---------
Total Assets........................................  $ 895,112     $ 958,356
                                                      =========     =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Current maturities of long-term debt..............  $   6,149     $   6,919
  Accounts payable..................................     84,334       104,064
  Payable to related party..........................     15,024        15,710
  Accrued liabilities...............................    115,828       119,338
  Reserve for product warranty claims...............     14,500        14,500
                                                       --------     ---------
    Total Current Liabilities.......................    235,835       260,531
                                                       --------     ---------
Long-term debt less current maturities..............    600,745       638,937
                                                       --------     ---------
Reserve for product warranty claims.................     19,814        18,524
                                                       ---------    ---------
Other liabilities...................................     17,029        16,484
                                                       ---------    ---------
Stockholders' Equity:
  Series A Cumulative Redeemable Convertible
    Preferred Stock, $.01 par value per share;
    200,000 and 400,000 shares authorized,
    respectively; no shares issued..................          -             -
  Class A Common Stock, $.001 par value per share;
    1,300,000 shares authorized; 1,015,010 and
    1,020,985 shares, issued and outstanding,
    respectively ...................................          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........................     40,632        40,899
  Retained earnings ................................          -           746
  Accumulated other comprehensive loss .............    (18,944)      (17,766)
                                                      ---------     ---------
    Total Stockholders' Equity .....................     21,689        23,880
                                                      ---------     ---------
 Total Liabilities and Stockholders' Equity ........  $ 895,112     $ 958,356
                                                      =========     =========

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
                                                          -------------------
                                                          April 4,   April 2,
                                                            1999       2000
                                                          --------   --------
                                                             (Thousands)

Cash and cash equivalents, beginning of period........... $ 24,989   $ 55,952
                                                          --------   --------

Cash provided by (used in) operating activities:
  Net income.............................................    2,075        746
  Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
      Depreciation ......................................    7,679      9,147
      Goodwill and other amortization....................      619        722
      Deferred income taxes..............................    1,074        252
      Noncash interest charges...........................    1,140        477
  Increase in working capital items......................  (66,751)   (64,857)
  Decrease in product warranty claims....................   (2,531)    (1,290)
  Purchases of trading securities........................  (82,046)    (1,019)
  Proceeds from sales of trading securities..............  125,542      1,860
  Change in net receivable from/payable to related
    parties..............................................  (29,779)    (6,010)
  Other, net.............................................   (6,140)      (579)
                                                          --------   --------
Net cash provided by (used in) operating activities......  (49,118)   (60,551)
                                                          --------   --------

Cash provided by (used in) investing activities:
  Capital expenditures...................................  (14,484)   (14,175)
  Proceeds from sale of assets...........................        -      4,607
  Purchases of available-for-sale securities.............  (55,887)      (219)
  Purchases of held-to-maturity securities...............   (1,401)         -
  Proceeds from sales of available-for-sale securities...   19,419      3,002
  Proceeds from held-to-maturity securities..............    5,629          -
  Proceeds from sales of other short-term investments....    5,000      1,590
                                                          --------   --------
Net cash used in investing activities..................    (41,724)    (5,195)
                                                          --------   --------
Cash provided by (used in) financing activities:
  Proceeds from sale of accounts receivable..............   23,149     26,816
  Increase in short-term debt............................   23,743          -
  Increase in borrowings under revolving credit facility    39,500     40,000
  Repayments of long-term debt...........................   (1,733)    (1,113)
  Proceeds from issuance of common stock.................        -        265
  Financing fees and expenses............................     (234)    (1,771)
                                                          --------   --------
Net cash provided by financing activities................   84,425     64,197
                                                          --------   --------
Net change in cash and cash equivalents..................   (6,417)    (1,549)
                                                          --------   --------
Cash and cash equivalents, end of period................. $ 18,572   $ 54,403
                                                          ========   ========
Supplemental Cash Flow Information:
  Cash paid during the period for:
    Interest (net of amount capitalized).............     $  7,174   $  7,527
    Income taxes.....................................          270        307



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

                                       3
<PAGE>


                  BUILDING MATERIALS CORPORATION OF AMERICA

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Building  Materials  Corporation  of America (the  "Company") was formed on
January 31, 1994 and is a 99.6% owned  subsidiary of BMCA  Holdings  Corporation
("BHC"),  which is a 97% owned subsidiary of GAF Building Materials  Corporation
("GAFBMC"),  which is a wholly-owned  subsidiary of GAF  Fiberglass  Corporation
("GFC"),  which is a wholly-owned  subsidiary of G Industries Corp.,  which is a
wholly-owned subsidiary of G-I Holdings Inc., which 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 2, 2000,  and the results
of  operations  and cash flows for the periods  ended April 4, 1999 and April 2,
2000.  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, 1999 (the "Form 10-K").

Certain   reclassifications   have  been  made  to  conform   to  current   year
presentation.

Note 1.  Capital Contribution

         Effective   August  18,  1999,  GFC,  in  a  series  of   transactions,
contributed  certain assets,  including the glass fiber  manufacturing  facility
located in Nashville,  Tennessee and certain related liabilities (the "Nashville
facility") to the Company.  Accordingly,  the Company's historical  consolidated
financial  statements  have been restated to include the results of  operations,
cash flows and assets and liabilities of the Nashville  facility.  For financial
reporting  purposes,  the contribution of the Nashville facility was recorded by
the Company at the historical  cost of $9.3 million.  The increase in net income
resulting from the  contribution  of the Nashville  facility for the three-month
period ended April 4, 1999 was $1.0 million.

Note 2.  Comprehensive Income                           Quarter Ended
                                                     -----------------------
                                                     April 4,        April 2,
                                                       1999            2000
                                                     --------        --------
                                                             (Thousands)
Net income .......................................   $ 2,075          $   746
                                                      -------         -------
Other comprehensive income (loss), net of tax:
  Change in unrealized gains (losses) on
    available-for-sale securities:
  Unrealized holding gains arising during the
    period, net of income taxes of $806 and $949...      209            1,617
  Less:Reclassification adjustment for gains
    included in net income, net of income taxes
    of $237 and $258...............................      404              439
                                                     -------          -------
Total other comprehensive income (loss)............     (195)           1,178
                                                     -------          -------
Comprehensive income...............................  $ 1,880          $ 1,924
                                                     =======          =======




                                       4
<PAGE>

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Note 2.   Comprehensive Income (Continued)


     Changes in the components of "Accumulated other comprehensive loss" for the
quarter ended April 2, 2000 are as follows:


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


Balance, December 31, 1999 ...    $(17,593)      $ (1,351)   $(18,944)
Change for the period ........       1,178              -       1,178
                                  --------       --------    --------
Balance, April 2, 2000........   $ (16,415)     $  (1,351)   $(17,766)
                                  ========       ========    ========


Note 3.   Inventories

     Inventories consist of the following:

                                              December 31,    April 2,
                                                 1999           2000
                                              ------------   ---------
                                                     (Thousands)

         Finished goods ..................    $ 68,878       $ 79,689
         Work in process .................      13,974         15,888
         Raw materials and supplies ......      27,462         33,772
                                              --------       --------

         Total ...........................     110,314        129,349
         Less LIFO reserve ...............      (1,699)        (1,699)
                                              --------       --------

         Inventories .....................    $108,615       $127,650
                                              ========       ========







                                       5
<PAGE>



                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Note 4.   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") of its parent,  GAFBMC.  As of March 30, 1997, the Company had paid all
of its  assumed  asbestos-related  liabilities.  G-I  Holdings  and GAFBMC  have
jointly and severally agreed to indemnify the Company against any other existing
or future claims related to asbestos-related liabilities if asserted against the
Company.

         GAF has advised the Company  that, as of April 2, 2000, it is defending
approximately 124,200 pending alleged Asbestos Claims, having received notice of
approximately  12,500 new Asbestos Claims during the first three months of 2000.
GAF has advised  that the Center for Claims  Resolution  ("CCR"),  a  non-profit
organization  set up to administer and handle  asbestos-related  personal injury
claims  against  the  participating  companies  and in which  GAF was a  member,
terminated GAF's membership, effective January 17, 2000. GAF has advised the CCR
that such  termination was  unauthorized and that it intends to take appropriate
measures to protect its rights to pursue  claims  against the CCR and its member
companies for reimbursement of amounts that GAF believes it has been overcharged
since 1995 in respect of  asbestos-related  liability  payments made to the CCR,
for damages  arising out of this  improper  termination  and for other  improper
actions.  Currently,  the  disputes  between  GAF and the CCR are the subject of
pending  Alternative  Dispute  Proceedings.  GAF has  advised  that in  judicial
proceedings in connection with pending underlying asbestos-related claims, other
than the pending  claims  referred to above,  it is disputing  its  liability in
respect of settlements entered into by the CCR,  including,  among other things,
the propriety of the allocation by the CCR of GAF's liability  payment shares in
respect of such settlements.

         GAF has confirmed that it has experienced a significant increase in the
rate  of new  Asbestos  Claims,  principally  involving  claimants  without  any
asbestos-related  impairment,  and amounts demanded to settle these claims.  GAF
anticipates  that these trends could well continue for the  foreseeable  future,
and that the percentage of Asbestos Claims filed by individuals with no physical
impairment  will remain high.  GAF has advised  that it expects an  increasingly
adverse litigation  environment in particular  jurisdictions.  GAF believes that
these trends and the CCR's termination of GAF's membership resulted from, or was
induced  by, in no small part,  retaliatory  actions  taken by asbestos  lawyers
against GAF in  connection  with GAF's  active  support of proposed  legislation
currently  pending in  Congress  to address  the  national  asbestos  litigation
crisis.

         GAF has  stated  that it is  committed  to  effecting  a  comprehensive
resolution  of Asbestos  Claims and that it is exploring  options to  accomplish
such   resolution,   including   the  support  of  the  proposed   Congressional
legislation,  but  there  can  be  no  assurance  that  these  efforts  will  be
successful.


                                       6
<PAGE>



                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


         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 those claims,  the Company  believes
that it has  meritorious  defenses  to any claim that could be so  asserted.  In
addition,  G-I Holdings and GAFBMC have jointly and  severally  indemnified  the
Company with respect to  asbestos-related  claims,  and G-I Holdings has advised
the Company that it believes it has and will have sufficient resources to enable
it to satisfy  any  indemnification  obligations.  However,  GAF has advised the
Company that depending upon whether the trends described above continue, whether
other  retaliatory  actions are taken,  the ultimate  resolution of the disputes
between GAF and the CCR, and whether the proposed legislation  currently pending
in Congress is enacted into law, its  financial  condition  could be  materially
adversely  affected  by one or more of these  factors.  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,  including its holdings of G-I Holdings common stock, or GAFBMC,  including
its holdings of the Company's common stock.  This enforcement  could result in a
change of control with respect to the Company.

         For a further  discussion  with respect to the history of the foregoing
litigation and  asbestos-related  matters,  see Item 3. "Legal  Proceedings" and
Notes  3,  10 and  15 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 liquidity,  financial  position or results
of operations 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)


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,  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.  For
the possible  consequences  to the Company of the failure of GAF to satisfy this
liability and other information  relating to GAF, see the penultimate  paragraph
of " - Asbestos Litigation Against GAF" above.


Note 5.  New Accounting Standard

     In  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, as amended by SFAS No. 137,  is  effective  for fiscal  years
beginning after June 15, 2000, but may be adopted  earlier.  The Company has not
yet determined the effect of adoption of SFAS No. 133 and has not determined the
timing or method of adoption of the statement.


Note 6.  Guarantor Financial Information

     Effective January 1, 1999, Building Materials  Corporation of America ("the
Company"  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


                                       8
<PAGE>



                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

transfer,  BMIC agreed to guarantee all of the Company's  obligations  under the
Company's then existing bank credit facility,  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  "Senior
Notes").  The Company 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 then  existing  credit  facility,  and the
Senior  Notes.  In  addition,  in  August  1999,  BMIC and BMMC  guaranteed  the
Company's  obligations under its three-year bank credit facility entered into in
August 1999 and the  Company's  Term Loan due 2004.  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 charged as a percentage of net
sales. The license  agreements are subject to annual renewal,  unless terminated
by either party to the agreements with 60 days written notice.  Also,  effective
January 1, 1999, BMMC sells all finished goods to the Company at a manufacturing
profit.

     Presented below is condensed  consolidating  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.  Separate financial  information for
BMIC and BMMC is not included herein because management has determined that such
information is not material to investors.














                                       9
<PAGE>



                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 6.  Guarantor Financial Information - (Continued)


<TABLE>

                   Building Materials Corporation of America
                  Condensed Consolidating 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     144,623        16,044       (161,668)          -
                                       ---------   ---------     ---------      ---------    ---------
Total net sales.......................   211,956     144,623        68,017       (161,668)    262,928
                                       ---------   ---------     ---------      ---------    ---------

Costs and expenses:
  Cost of products sold...............   162,566     130,395        58,894       (161,668)    190,187
  Selling, general and administrative.    36,300       9,718        10,507                     56,525
  Transition service agreement
    (income) expense..................      (250)        250                                        -
  Goodwill amortization...............       160                       349                        509
                                       ---------   ---------     ---------      ---------     --------
Total costs and expenses..............   198,776     140,363        69,750       (161,668)    247,221
                                       ---------   ---------     ---------      ---------     --------
Operating income (loss)...............    13,180       4,260        (1,733)             -      15,707

Equity in earnings of subsidiaries....     3,526                                   (3,526)          -
Intercompany licensing income
  (expense), net......................    (6,329)      6,329                                        -
Interest expense, net.................    (7,290)     (1,996)       (2,617)                   (11,903)
Other income (expense), net...........    (1,866)      1,356                                     (510)
                                       ---------   ---------     ----------       ---------  ---------

Income (loss) before income taxes.....     1,221       9,949        (4,350)        (3,526)      3,294
Income tax (provision) benefit........       854      (3,683)        1,610                     (1,219)
                                       ---------   ---------     ---------      ----------    --------

Net income (loss).....................  $  2,075 $     6,266     $  (2,740)     $  (3,526)   $  2,075
                                        ========    ========     =========      ==========    ========

</TABLE>











                                       10
<PAGE>



                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 6.  Guarantor Financial Information - (Continued)

<TABLE>

                   Building Materials Corporation of America
                  Condensed Consolidating Statement of Income
                          Quarter Ended April 2, 2000
                                  (Thousands)

<CAPTION>



                                                                   Non-
                                        Parent     Guarantor     Guarantor
                                       Company   Subsidiaries  Subsidiaries  Eliminations  Consolidated
                                       --------- ------------  ------------  ------------  ------------
<S>                                    <C>         <C>           <C>           <C>           <C>

Net sales............................. $ 236,776   $       -     $  53,039     $      -      $289,815
Intercompany net sales................     2,221     172,727        25,551     (200,499)            -
                                       ---------   ---------     ---------     ---------     --------
Total net sales.......................   238,997     172,727        78,590     (200,499)      289,815
                                       ---------   ---------     ---------     ---------     --------

Costs and expenses:
  Cost of products sold...............   190,561     156,841        67,454     (200,499)      214,357
  Selling, general and administrative.    38,646      10,855        10,649                     60,150
  Goodwill amortization...............       160                       355                        515
                                       ---------   ---------     ---------     ---------     --------
Total costs and expenses..............   229,367     167,696        78,458     (200,499)      275,022
                                       ---------   ---------     ---------     ---------     --------

Operating income......................     9,630       5,031           132            -        14,793

Equity in earnings of subsidiaries....     5,374                                 (5,374)            -
Intercompany licensing income
  (expense), net......................    (8,792)      8,792                                        -
Interest expense, net.................    (6,183)     (2,710)       (3,552)                   (12,445)
Other income (expense), net...........    (2,001)        837             -                     (1,164)
                                       ---------   ---------     ---------     ---------     ---------
Income (loss) before income taxes
   and extraordinary loss.............    (1,972)     11,950        (3,420)      (5,374)        1,184
Income tax (provision) benefit........     2,718      (4,422)        1,266                       (438)
                                       ---------   ---------     ---------     ---------      --------
Net income (loss)..................... $     746   $   7,528     $  (2,154)    $ (5,374)     $    746
                                       =========   =========     =========     =========      ========

</TABLE>
















                                       11
<PAGE>



                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Note 6.  Guarantor Financial Information - (Continued)

<TABLE>

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

<CAPTION>


                                                                                Non-
                                                      Parent    Guarantor     Guarantor
                                                      Company  Subsidiaries  Subsidiaries  Consolidated
                                                      -------  ------------  ------------- ------------
<S>                                                   <C>         <C>          <C>          <C>
Cash and cash equivalents, beginning of period....... $      3    $  21,748    $   3,238    $ 24,989
                                                      ---------    ---------    ---------    --------
Cash provided by (used in) operating activities:
Net income(loss).....................................     (213)       5,028       (2,740)      2,075
Adjustments to reconcile net income(loss)to net
  cash provided by(used in)operating activities:
    Depreciation.....................................      629        4,455        2,595       7,679
    Goodwill and other amortization..................      279                       349         619
    Deferred income taxes............................    1,074                                 1,074
    Noncash interest charges.........................    1,140                                 1,140
Increase in working capital items....................  (43,385)      (8,491)     (14,875)    (66,751)
Decrease in product warranty claims..................   (2,428)                     (103)     (2,531)
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....................................  (24,844)     (26,540)      21,605     (29,779)
Other, net...........................................      381       (6,275)        (246)     (6,140)
                                                       -------     --------     --------    --------
Net cash provided by(used in)operating activities....  (67,376)      11,673        6,585     (49,118)
                                                      --------    ---------    ---------    --------
Cash provided by(used in)investing activities:
  Capital expenditures...............................      251       (9,755)      (4,980)    (14,484)
  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....      251      (36,995)      (4,980)    (41,724)
                                                      ---------    ---------    ---------    -------

Cash provided by (used in) financing activities:
  Proceeds from sale of accounts receivable..........   23,149                                23,149
  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..   67,125       17,323          (23)     84,425
                                                      ---------    ---------    ---------    -------
Net change in cash and cash equivalents..............        -       (7,999)       1,582      (6,417)
                                                      ---------    ---------    ---------    -------
Cash and cash equivalents, end of period............. $      3   $   13,749    $   4,820   $  18,572
                                                      =========    =========    =========   ========

</TABLE>



                                       12
<PAGE>



                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 6.  Guarantor Financial Information - (Continued)

<TABLE>

                    Building Materials Corporation of America
                      Condensed Consolidating Balance Sheet
                                December 31, 1999
                                   (Thousands)


<CAPTION>

                                                                     Non-
                                          Parent    Guarantor      Guarantor       Elim-
                                          Company   Subsidiaries  Subsidiaries  inations   Consolidated
                                          --------- ------------- ------------ ----------- ------------
<S>                                        <C>        <C>         <C>         <C>          <C>
ASSETS
Current Assets:
  Cash and cash equivalents............... $      81  $  53,184   $   2,687   $        -   $  55,952
  Investments in trading securities.......                  687                                  687
  Investments in available-for-sale
    securities............................               29,702                               29,702
  Other short-term investments............                1,590                                1,590
  Accounts receivable, trade..............     1,590                 21,348                   22,938
  Accounts receivable, other..............    57,200        348       5,344                   62,892
  Receivable from related parties.........    59,132                                          59,132
  Inventories.............................    52,903     23,210      32,502                  108,615
  Other current assets....................     1,208      2,199         832                    4,239
                                             -------   ---------   ---------    ---------   --------
    Total Current Assets..................   172,114    110,920      62,713             -    345,747

Investment in subsidiaries................   273,195                            (273,195)          -
Intercompany loans including accrued
  interest................................   166,762               (166,762)                       -
Due from(to)subsidiaries, net.............  (146,942)   161,660     (14,718)                       -
Property, plant and equipment, net........    32,821    256,542     121,340                  410,703
Excess of cost over net assets of
  businesses acquired, net................    18,739                 51,669                   70,408
Deferred income tax benefits..............    45,561                                          45,561
Other assets..............................    15,454      6,901         338                   22,693
                                           ---------   ---------  ---------    ---------   ---------
Total Assets.............................. $ 577,704  $ 536,023   $  54,580    $(273,195)  $ 895,112
                                           =========  =========   =========    =========   =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Current maturities of long-term debt.... $   2,333  $   3,729   $      87    $       -   $   6,149
  Accounts payable........................    41,799     28,146      14,389                   84,334
  Payable to related party................    12,382      2,583          59                   15,024
  Accrued liabilities.....................    19,695     87,228       8,905                  115,828
  Reserve for product warranty claims.....    13,400                  1,100                   14,500
                                           ---------  ---------    ---------    ---------   --------
    Total Current Liabilities.............    89,609    121,686      24,540            -     235,835

Long-term debt less current maturities....   435,398    165,194         153                  600,745
Reserve for product warranty claims.......    16,127                  3,687                   19,814
Other liabilities.........................    14,881                  2,148                   17,029
                                           ---------  ---------    ---------    ---------   --------
Total Liabilities.........................   556,015    286,880      30,528            -     873,423
Total Stockholders' Equity, net...........    21,689    249,143      24,052     (273,195)     21,689
                                           ---------  ---------    ---------    ---------   --------
Total Liabilities and Stockholders' Equity $ 577,704  $ 536,023    $ 54,580    $(273,195)  $ 895,112
                                           =========  =========    =========   ==========  =========

</TABLE>




                                       13
<PAGE>





                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 6.  Guarantor Financial Information - (Continued)

<TABLE>

                   Building Materials Corporation of America
                     Condensed Consolidating Balance Sheet
                                 April 2, 2000
                                 (Thousands)

<CAPTION>


                                                                     Non-
                                          Parent    Guarantor      Guarantor       Elim-
                                          Company   Subsidiaries  Subsidiaries  inations   Consolidated
                                          --------- ------------- ------------ ----------- ------------
<S>                                        <C>        <C>         <C>           <C>        <C>
ASSETS
Current Assets:
  Cash and cash equivalents............... $       7  $  52,811   $   1,585     $      -   $  54,403
  Investments in trading securities.......                  245                                  245
  Investments in available-for-sale
    securities............................               28,787                               28,787
  Accounts receivable, trade..............                           30,949                   30,949
  Accounts receivable, other..............    84,897      2,837       8,331                   96,065
  Receivable from related parties.........    65,828          -           -                   65,828
  Inventories.............................    62,086     27,861      37,703                  127,650
  Other current assets....................     1,257      1,960       1,281                    4,498
                                             -------   ---------   ---------    ---------   --------
    Total Current Assets..................   214,075    114,501      79,849            -     408,425

Investment in subsidiaries................   280,436                            (280,436)          -
Intercompany loans including accrued
  interest................................   176,746               (176,746)                       -
Due from(to)subsidiaries, net.............  (159,111)   175,070     (15,959)                       -
Property, plant and equipment, net........    32,184    261,702     118,033                  411,919
Excess of cost over net assets of
  businesses acquired, net................    18,579                 50,749                   69,328
Deferred income tax benefits..............    44,618                                          44,618
Other assets..............................    14,916      8,815         335                   24,066
                                           ---------   ---------  ---------    ---------   ---------
Total Assets.............................. $ 622,443  $ 560,088   $  56,261    $(280,436)  $ 958,356
                                           =========  =========   =========    =========   =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Current maturities of long-term debt.... $   2,072  $   4,760   $      87    $       -   $   6,919
  Accounts payable........................    45,681     41,135      17,248                  104,064
  Payable to related party................    10,342      5,200         168                   15,710
  Accrued liabilities.....................    22,186     87,071      10,081                  119,338
  Reserve for product warranty claims.....    13,400                  1,100                   14,500
                                           ---------  ---------    ---------    ---------   --------
    Total Current Liabilities.............    93,681    138,166      28,684            -     260,531

Long-term debt less current maturities....   475,413    163,383         141                  638,937
Reserve for product warranty claims.......    14,855                  3,669                   18,524
Other liabilities.........................    14,614                  1,870                   16,484
                                           ---------  ---------    ---------    ---------   --------
Total Liabilities.........................   598,563    301,549      34,364            -     934,476
Total Stockholders' Equity, net...........    23,880    258,539      21,897     (280,436)     23,880
                                           ---------  ---------    ---------    ---------   --------
Total Liabilities and Stockholders' Equity $ 622,443  $ 560,088    $ 56,261    $(280,436)  $ 958,356
                                           =========  ==========   ==========   ========== =========
</TABLE>




                                       14
<PAGE>



                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Note 6.  Guarantor Financial Information - (Continued)

<TABLE>

                   Building Materials Corporation of America
                Condensed Consolidating Statement of Cash Flows
                          Quarter Ended April 2, 2000
                                  (Thousands)

<CAPTION>


                                                                                Non-
                                                      Parent     Guarantor    Guarantor
                                                      Company   Subsidiaries Subsidiaries  Consolidated
                                                      ---------  ------------ -------------  ---------
<S>                                                   <C>         <C>           <C>           <C>
Cash and cash equivalents, beginning of period....... $      81   $  53,184     $   2,687     $ 55,952
                                                      ---------   ---------     ---------     --------
Cash provided by(used in)operating activities:
Net income(loss).....................................    (4,626)      7,528        (2,156)         746
Adjustments to reconcile net income(loss)to net
  cash provided by(used in)operating activities:
    Depreciation.....................................       708       5,915         2,524        9,147
    Goodwill and other amortization..................       367                       355          722
    Deferred income taxes............................       252                                    252
    Noncash interest charges.........................       477                                    477
(Increase) decrease in working capital items.........   (55,782)      5,931       (15,006)     (64,857)
Decrease in product warranty claims..................    (1,272)                      (18)      (1,290)
Purchases of trading securities......................                (1,019)                    (1,019)
Proceeds from sales of trading securities............                 1,860                      1,860
Change in net receivable from/payable to
  related parties....................................    (6,551)    (10,793)       11,334       (6,010)
Other, net...........................................      (297)       (361)           79         (579)
                                                      ---------   ---------     ---------     --------
Net cash provided by(used in)operating activities....   (66,724)      9,061        (2,888)     (60,551)
                                                      ---------   ---------     ---------     --------
Cash provided by(used in)investing activities:
  Capital expenditures...............................       (29)    (11,337)       (2,809)     (14,175)
  Proceeds from sale of assets.......................                               4,607        4,607
  Purchases of available-for-sale securities.........                  (219)                      (219)
  Proceeds from sales of available-for-sale
    securities.......................................                 3,002                      3,002
  Proceeds from sales of other short-term
    investments......................................                 1,590                      1,590
                                                      ---------   ---------     ---------     --------
Net cash provided by(used in)investing activities....       (29)     (6,964)        1,798       (5,195)
                                                      ---------   ---------     ---------     --------

Cash provided by(used in)financing activities:
  Proceeds from sale of accounts receivable..........    26,816                                 26,816
  Increase in borrowings under revolving
    credit facility..................................    40,000                                 40,000
  Repayments of long-term debt.......................      (321)       (780)         (12)       (1,113)
  Financing fees and expenses........................       (81)     (1,690)                    (1,771)
  Stock Issuance.....................................       265                                    265
                                                     ----------   ---------     ---------     --------
Net cash provided by (used in) financing activities..    66,679      (2,470)         (12)       64,197
                                                      ---------   ---------     ---------     --------
Net change in cash and cash equivalents..............       (74)       (373)      (1,102)       (1,549)
                                                      ---------   ---------     ---------     --------
Cash and cash equivalents, end of period............. $       7   $  52,811   $    1,585     $  54,403
                                                      =========   =========     =========     ========

</TABLE>



                                       15
<PAGE>



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


Results of Operations - First Quarter 2000 Compared With
                        First Quarter 1999


         The Company  recorded  first  quarter  2000 net income of $0.7  million
compared  with $2.1  million in the first  quarter of 1999.  The  decline in net
earnings  was  primarily  the result of lower  operating  income,  higher  other
expenses attributable to lower investment income and higher interest expense.

         The  Company's  net  sales for the first  quarter  of 2000 were  $289.8
million,  a 10.2% increase over first quarter 1999 net sales of $262.9  million,
with the increase due to net sales gains in residential  and commercial  roofing
products and the specialty  building  products sold by the Company's LL Building
Products Inc. subsidiary. The increase in residential roofing products reflected
higher  unit  volumes  and  selling  prices  while the  increase in net sales of
commercial roofing products resulted from higher unit volumes,  partially offset
by lower selling prices.

         Operating  income  for the  first  quarter  of 2000 was  $14.8  million
compared with $15.7 million in 1999. The lower operating  results were primarily
attributable  to higher sales reported in the quarter being offset by the higher
cost of raw material  purchases,  principally  the cost of asphalt due to rising
oil prices,  partially  offset by a reduction in manufacturing  costs.  Selling,
general and administrative  expenses,  as a percentage of net sales, declined to
20.9% in 2000 as compared to 21.7% in 1999.

         Interest  expense  for the first  quarter  of 2000  increased  to $12.4
million  from $11.9  million  recorded in the same  period in 1999,  while other
expense,  net was $1.2  million for the first  quarter of 2000  compared to $0.5
million in the first quarter of 1999,  with the increase  primarily due to lower
investment income.

Liquidity and Financial Condition

         Net cash  outflow  during the first  quarter of 2000 was $65.7  million
before financing  activities,  and included the use of $60.6 million of cash for
operations,  the  reinvestment  of  $14.2  million  for  capital  programs,  the
generation   of  $4.4   million  from  net  sales  of   available-for-sale   and
held-to-maturity  securities and other short-term  investments,  and the sale of
$4.6 million of assets of the LL Building Products Inc. subsidiary.

         Cash  invested in  additional  working  capital  totaled  $64.9 million
during the first quarter of 2000,  primarily  reflecting  seasonal  increases in
inventories of $20.0 million and $68.0 million in receivables, including a



                                       16
<PAGE>




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


$54.2 million increase in the receivable from the trust which purchases  certain
of the Company's trade accounts receivable,  partially offset by a $23.2 million
increase in accounts  payable  and  accrued  liabilities.  The net cash used for
operating  activities also included a $6.0 million cash outflow for net advances
to the Company's parent companies.

         Net cash provided by financing  activities totaled $64.2 million during
the first quarter of 2000,  mainly  reflecting $40.0 million in borrowings under
the Company's bank revolving  credit facility and $26.8 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 $1.5  million  during the first  quarter of 2000 to $54.4  million,
excluding $29.0 million of trading and available-for-sale securities.

         See  Note  5  to  Consolidated  Financial  Statements  for  information
regarding contingencies.


                                     * * *


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.










                                       17
<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, 1999,
equity-related  financial  instruments  employed by the Company to reduce market
risk  included long  contracts  valued at $0.9  million.  At April 2, 2000,  the
Company had long contracts  valued at $1.8 million and short contracts valued at
$1.1 million.  Since the Company  marks-to-market  such  instruments each month,
there was no economic cost to the Company to terminate these instruments.






























                                       18
<PAGE>



                                   PART II

                              OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K


(a)      Exhibits

         27 - Financial Data Schedule for the three months ended April 2, 2000,
              which is submitted electronically to the Securities and Exchange
              Commission for information only.


(b)      The registrants filed a report on Form 8-K, dated January 7, 2000,
         reporting events under Item 5 thereof.



























                                       19
<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 15, 2000                  BY: /s/William C. Lang
       ------------                  ----------------------

                                     William C. Lang
                                     Executive Vice President,
                                     Chief Administrative Officer
                                       and Chief Financial Officer
                                     (Principal Financial Officer)


DATE:  May 15, 2000                  BY: /s/James T. Esposito
       ------------                  ------------------------

                                     James T. Esposito
                                     Vice President and Controller
                                     (Principal Accounting Officer)















                                       20