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 October 1, 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 November 10, 2000,  1,015,514  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 November 10, 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)

<TABLE>
<CAPTION>


                                        Third Quarter Ended     Nine Months Ended
                                       ---------------------  ---------------------
                                       October 3, October 1,  October 3, October 1,
                                         1999       2000        1999       2000
                                       ---------  ---------   ---------  ----------
                                                       (Thousands)
<S>                                    <C>        <C>          <C>       <C>
Net sales ............................ $312,811   $330,882     $886,232    $946,471
                                       --------   --------     --------    --------
Costs and expenses:
  Cost of products sold ..............  219,271    242,460      626,273     687,117
  Selling, general and administrative.   64,894     65,843      184,139     192,313
  Goodwill amortization ..............      509        506        1,526       1,530
  Gain on sale of assets..............       -     (17,505)          -      (17,505)
  Nonrecurring charges................    2,650         -         2,650          -
                                       --------   --------     --------    --------
    Total costs and expenses..........  287,324    291,304      814,588     863,455
                                       --------   --------     --------    --------

Operating income .....................   25,487     39,578       71,644      83,016
Interest expense .....................  (12,308)   (13,369)     (37,144)    (38,348)
Other income(expense), net............      556     (2,673)       7,113      (6,086)
                                       --------   --------     --------    --------
Income before income taxes
  and extraordinary losses ...........   13,735     23,536       41,613      38,582
Income taxes .........................   (5,082)    (8,708)     (15,397)    (14,275)
                                       --------   --------     --------    --------
Income before extraordinary losses....    8,653     14,828       26,216      24,307
Extraordinary losses, net of income tax
  benefits of $761 and $194,
  respectively........................   (1,296)      (330)      (1,296)       (330)
                                       --------   --------     --------    --------
Net income ........................... $  7,357   $ 14,498     $ 24,920    $ 23,977
                                       ========   ========     ========    ========
</TABLE>






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





                                       1
<PAGE>


                   BUILDING MATERIALS CORPORATION OF AMERICA
                          CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                   October 1,
                                                     December 31,     2000
                                                         1999      (Unaudited)
                                                     ------------  -----------
                                                            (Thousands)
<S>                                                   <C>           <C>
ASSETS
Current Assets:
  Cash and cash equivalents.........................  $  55,952     $  92,620
  Investments in trading securities.................        687           163
  Investments in available-for-sale securities......     29,702        34,236
  Other short-term investments......................      1,590             -
  Accounts receivable, trade, net...................     22,938        25,366
  Accounts receivable, other........................     62,892        71,920
  Receivable from related parties ..................     59,132             -
  Inventories.......................................    108,615       120,543
  Other current assets..............................      4,239         6,222
                                                      ---------     ---------
    Total Current Assets............................    345,747       351,070
Property, plant and equipment, net..................    410,703       417,493
Excess of cost over net assets of businesses
  acquired, net ....................................     70,408        65,814
Deferred income tax benefits........................     45,561        37,928
Other assets........................................     22,693        22,766
                                                      ---------     ---------
Total Assets........................................  $ 895,112     $ 895,071
                                                      =========     =========
LIABILITIES AND STOCKHOLDERS'EQUITY (DEFICIT)
Current Liabilities:
  Current maturities of long-term debt..............  $   6,149     $   7,054
  Accounts payable..................................     84,334        92,991
  Payable to related party..........................     15,024        15,517
  Accrued liabilities...............................    115,828       121,156
  Reserve for product warranty claims...............     14,500        14,500
                                                      ---------     ---------
    Total Current Liabilities.......................    235,835       251,218
                                                      ---------     ---------
Long-term debt less current maturities..............    600,745       668,671
                                                      ---------     ---------
Reserve for product warranty claims.................     19,814        14,963
                                                      ---------     ---------
Other liabilities...................................     17,029        16,593
                                                      ---------     ---------
Stockholders' Equity (Deficit):
  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; 1,019,621 and
    1,015,514 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             -
  Accumulated deficit...............................          -       (42,733)
  Accumulated other comprehensive loss .............    (18,944)      (13,642)
                                                      ---------     ---------
    Total Stockholders' Equity (Deficit)............     21,689       (56,374)
                                                      ---------     ---------
 Total Liabilities and Stockholders'Equity (Deficit)  $ 895,112     $ 895,071
                                                      =========     =========
</TABLE>

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)
<TABLE>
<CAPTION>
                                                               Nine Months Ended
                                                             ----------------------
                                                             October 3,  October 1,
                                                                1999        2000
                                                             ---------   ----------
                                                                 (Thousands)
<S>                                                          <C>         <C>
Cash and cash equivalents, beginning of period.............. $  24,989     55,952
                                                             ---------   --------
Cash provided by (used in) operating activities:
  Net income................................................    24,920     23,977
  Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
      Extraordinary losses..................................     1,296        330
      Gain on sale of assets................................         -    (17,505)
      Depreciation .........................................    23,917     27,076
      Goodwill and other amortization.......................     1,914      2,164
      Deferred income taxes ................................    14,782      4,713
      Noncash interest charges..............................     2,727      1,901
  Increase in working capital items.........................   (61,100)   (51,837)
  Decrease in product warranty claims.......................   (12,341)    (4,851)
  Purchases of trading securities...........................  (132,607)      (794)
  Proceeds from sales of trading securities.................   235,676      1,860
  Change in net receivable from/payable to related parties..   (86,950)    59,625
  Other, net................................................   (11,959)     4,276
                                                              --------   --------
Net cash provided by operating activities...................       275     50,935
                                                              --------   --------
Cash provided by (used in) investing activities:
  Capital expenditures......................................   (36,854)   (41,648)
  Proceeds from sale of assets..............................         -     31,702
  Purchases of available-for-sale securities................   (75,864)      (850)
  Purchases of held-to-maturity securities..................    (1,401)         -
  Proceeds from sales of available-for-sale securities......    88,915      4,506
  Proceeds from held-to-maturity securities.................     7,758          -
  Proceeds from sales of other short-term investments.......    21,420      1,590
                                                              --------   --------
Net cash provided by (used in) investing activities.........     3,974     (4,700)
                                                              --------   --------
Cash provided by (used in) financing activities:
  Proceeds from sale of accounts receivable.................    33,199     35,995
  Increase in short-term debt...............................        91          -
  Proceeds from issuance of long-term debt..................    37,138     34,044
  Increase in borrowings under revolving credit facility....         -     70,000
  Repayments of long-term debt..............................   (35,627)   (35,564)
  Distributions to related parties..........................         -   (106,161)
  Net issuance(repurchase) of common stock..................       436     (1,181)
  Financing fees and expenses...............................    (1,225)    (6,700)
                                                              --------   --------
Net cash provided by (used in) financing activities.........    34,012     (9,567)
                                                              --------   --------
Net change in cash and cash equivalents.....................    38,261     36,668
                                                              --------   --------
Cash and cash equivalents, end of period....................  $ 63,250   $ 92,620
                                                              ========   ========
Supplemental Cash Flow Information:
  Cash paid during the period for:
    Interest (net of amount capitalized)....................  $ 29,692   $ 36,982
    Income taxes............................................       922      9,527
</TABLE>


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, as of October 1, 2000,  was a 99.9% owned  subsidiary  of
BMCA  Holdings  Corporation  ("BHC"),  which is an  indirect  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 October 1, 2000 and the results
of  operations  and cash flows for the periods ended October 3, 1999 and October
1, 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.  Distribution to GAF

     The Company has  experienced  a reduction  in cash flow caused by increased
energy and raw material costs that it has been unable to fully recapture through
price adjustments.  This reduction has limited the amount of funds available for
distribution to GAF to satisfy GAF's obligations, including its asbestos-related
claims and liabilities. In addition, as discussed in Note 6, GAF has stated that
recent trends in the asbestos  litigation  environment have negatively  impacted
asbestos  defendants.  Accordingly,  on October 1, 2000, the Company  determined
that its receivable  from related  parties of $106.2 million was  uncollectible,
and as a result, such amounts were written-off as a distribution against paid-in
capital  in the  amount  of $39.5  million  and as a charge  to the  accumulated
deficit in the amount of $66.7 million.


Note 2.  Sale of Assets

         On September 29, 2000, the Company sold certain manufacturing and other
assets related to the Compton, California based security products business of LL
Building  Products Inc. for net cash proceeds of  approximately  $27.1  million,
which  resulted  in a  pre-tax  gain of $17.5  million.  The  security  products
business did not have a significant impact on the Company's performance.



Note 3.  Plant Closings

     In  response  to current  market  conditions,  to better  service  shifting
customer demand and to reduce costs,  the Company has closed four  manufacturing
facilities located in Monroe,  Georgia, Port Arthur, Texas,  Corvallis,  Oregon,
and Albuquerque,  New Mexico during the fourth quarter of 2000. As market growth
and customer  demand  improves,  the Company may reinstate  production at one or
more of these  manufacturing  facilities  in the  future.  The effect of closing
these  facilities is not expected to be significant to the Company's  results of
operations.




                                       4
<PAGE>


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 4.  Comprehensive Income


     For the Company, comprehensive income includes net income, unrealized gains
and losses from investments in available-for-sale  securities, net of income tax
effect, and minimum pension liability adjustments.
<TABLE>
<CAPTION>


                                         Third Quarter Ended     Nine Months Ended
                                         -------------------   --------------------
                                         October 3, October 1, October 3, October 1,
                                           1999       2000       1999       2000
                                         ---------  ---------  ---------  ---------
                                                        (Thousands)
<S>                                        <C>        <C>        <C>       <C>
Net income...............................  $7,357     $14,498    $24,920   $23,977
                                           ------     -------    -------   -------
Other comprehensive income(loss)
  net of tax:
  Change in unrealized gains (losses) on
    available-for-sale securities:
  Unrealized holding gains (losses)
    arising during the period, net of
    income tax (provision) benefit of
    $3,165, $170, $(1,491), and $(3,325)
    respectively.........................  (5,389)       (289)     1,803     5,663
  Less:  Reclassification adjustment
    for gains included in net
    income, net of income taxes
    of $118, $11, $925
    and $212 respectively................     201          19      1,576       361
                                          -------     -------    -------   -------
Total other comprehensive income (loss)..  (5,590)       (308)       227     5,302
                                          -------     -------    -------   -------
Comprehensive income..................... $ 1,767     $14,190    $25,147   $29,279
                                          =======     =======    =======   =======
</TABLE>

     Changes in the components of "Accumulated other comprehensive loss" for the
nine months ended October 1, 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, per above ..     5,302            -         5,302
                                     --------       --------    --------
Balance, October 1, 2000...........  $(12,291)      $ (1,351)   $(13,642)
                                     ========       ========    ========


                                       5
<PAGE>

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 5.   Inventories

     Inventories consist of the following:

                                              December 31,   October 1,
                                                 1999          2000
                                              ------------   ---------
                                                     (Thousands)

         Finished goods ..................      $ 68,878     $ 72,794
         Work in process .................        13,974       17,567
         Raw materials and supplies ......        27,462       32,831
                                                --------     --------
            Total ........................       110,314      123,192
         Less LIFO reserve ...............        (1,699)      (2,649)
                                                --------     --------
         Inventories .....................      $108,615     $120,543
                                                ========     ========

Note 6.   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, GAF Building  Materials  Corporation  ("GAFBMC").  As of
March  30,  1997,  the  Company  had  paid all of its  assumed  asbestos-related
liabilities.  G-I Holdings  Inc.  ("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  October  1,  2000,  it is
defending approximately 148,867 pending alleged Asbestos Claims, having received
notice of approximately  41,718 new Asbestos Claims during the first nine 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 will continue for the foreseeable future, and that
the  percentage  of  Asbestos  Claims  filed  by  individuals  with no  physical
impairment will remain high. Additionally,  GAF believes that the recent filings
for bankruptcy by three

                                       6
<PAGE>

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




Note 6.  Contingencies (Continued)

defendants in asbestos litigation,  Owens Corning, The Babcock & Wilcox Company,
and Pittsburgh Corning  Corporation,  as well as potential bankruptcy filings by
other asbestos  defendants,  could increase by a substantial  factor the amounts
demanded to settle  Asbestos  Claims  brought  against,  and thus the  financial
burden on, the remaining asbestos defendants,  including GAF. Moreover,  GAF has
advised that it is experiencing an increasingly  adverse litigation  environment
in particular jurisdictions,  including Mississippi and Texas. GAF believes that
the  trends  referred  to above and the CCR's  termination  of GAF's  membership
resulted from, or were 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 also believes that the October 5, 2000 filing by
Owens Corning for protection from creditors under the federal bankruptcy laws is
further evidence of how these trends in the asbestos litigation environment have
negatively impacted asbestos defendants.

         GAF and G-I Holdings had available, as of October 1, 2000, an aggregate
of $9.8 million of remaining  insurance  coverage  relating to  asbestos-related
bodily injury claims,  which amount is reduced as  asbestos-related  liabilities
are satisfied.  In addition, the Company has experienced a reduction in its cash
flow which has been caused by increased  energy and raw material  costs that the
Company has been unable to  recapture  fully  through  price  adjustments.  This
reduction has limited the amount of funds  available for  distribution to GAF to
satisfy   GAF's   obligations,   including  its   asbestos-related   claims  and
liabilities.

         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.

     As of October 1, 2000, 212 alleged  Asbestos Claims have been filed against
the Company,  with all such claims having been filed during  September 2000. The
Company believes that it will not sustain any liability in connection with these
or any other  asbestos-related  claims. While the Company cannot predict whether
any  additional  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.  However,  GAF
has advised the Company that the trends described above have continued and, as a
result, have had a material adverse effect on GAF's financial condition.  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 indirect  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.


                                       7
<PAGE>


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 6.  Contingencies (Continued)

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.

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,  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  principally  on the cash flows of the Company.  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,  if and to the extent that the Company is severally liable for such
liability,  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 7.  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.

                                       8
<PAGE>


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 7.  New Accounting Standard (Continued)

     SFAS No. 133, as amended by SFAS No. 137 and 138, is  effective  for fiscal
years  beginning after June 15, 2000. If the Company had adopted SFAS No. 133 as
of  October  1,  2000,  the  impact  on  the  Company's  Consolidated  Financial
Statements would not have been significant.


Note 8.  Debt Refinancing - Extraordinary Item

         On July 5, 2000, the Company issued $35 million of 10 1/2% Senior Notes
due October 1, 2002 (the "2002 Notes") at 97.161% of the principal  amount.  The
net proceeds were used to repay the Company's  $31.85 million bank term loan due
2004 with the  remaining net proceeds used for general  corporate  purposes.  In
connection  with the  extinguishment  of such debt,  the  remaining  unamortized
financing  fees of  approximately  $0.3 million,  net of tax, was recorded as an
extraordinary item.


Note 9.  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
transfer,  BMIC agreed to guarantee all of the Company's  obligations  under the
Company's  then  existing bank credit  facility,  the then  outstanding  11 3/4%
Senior  Deferred  Coupon Notes due 2004,  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 its then existing credit  facility,  and the other
Senior  Notes.  In  addition,  in  August  1999,  BMIC and BMMC  guaranteed  the
Company's  obligations  under  its  three-year  bank  credit  facility  and  the
Company's then outstanding term loan, and in July 2000, BMIC and BMMC guaranteed
the Company's  obligations under the 2002 Notes. The guarantees of BMIC and BMMC
are full, unconditional and joint and several.

         In addition, in connection with the above transactions, the Company and
BMMC entered into license  agreements,  effective January 1, 1999, for the right
to use intellectual  property,  including  patents,  trademarks,  know-how,  and
franchise  rights owned by BMIC for a license fee 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.  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 9.  Guarantor Financial Information - (Continued)

<TABLE>


                   Building Materials Corporation of America
                  Condensed Consolidating Statement of Income
                      Third Quarter Ended October 3, 1999
                                  (Thousands)

<CAPTION>


                                                                   Non-
                                        Parent     Guarantor     Guarantor
                                       Company   Subsidiaries  Subsidiaries  Eliminations  Consolidated
                                       --------- ------------  ------------  ------------  -----------
<S>                                    <C>         <C>           <C>          <C>            <C>
Net sales............................. $ 253,719   $       -     $  59,092    $       -      $ 312,811
Intercompany net sales................     1,793     196,876        21,409     (220,078)             -
                                       ---------   ---------     ---------    ---------      ---------
Total net sales.......................   255,512     196,876        80,501     (220,078)       312,811
                                       ---------   ---------     ---------    ---------      ---------

Costs and expenses:
  Cost of products sold...............   191,125     179,951        68,273     (220,078)       219,271
  Selling, general and administrative.    43,086      11,191        10,617                      64,894
  Goodwill amortization...............       160                       349                         509
  Nonrecurring charges ...............     2,650                                                 2,650
                                       ---------   ---------     ---------    ---------      ---------
Total costs and expenses..............   237,021     191,142        79,239     (220,078)       287,324
                                       ---------   ---------     ---------    ---------      ---------

Operating income......................    18,491       5,734         1,262            -         25,487

Equity in earnings of subsidiaries....     7,689                                 (7,689)             -
Intercompany licensing income
  (expense), net......................    (7,611)      7,611                                         -
Interest expense, net.................    (7,408)     (1,721)       (3,179)                    (12,308)
Other income (expense), net...........    (1,942)      2,497             1                         556
                                       ---------   ---------     ---------    ---------      ---------
Income (loss) before income taxes
   and extraordinary losses...........     9,219      14,121        (1,916)      (7,689)        13,735
Income tax (provision) benefit........      (566)     (5,224)          708                      (5,082)
Income (loss) before                   ---------   ---------     ---------    ---------      ---------
   extraordinary losses...............     8,653       8,897        (1,208)      (7,689)         8,653
Extraordinary losses, net of income
   tax benefit of $761................    (1,296)                                               (1,296)
                                       ---------   ---------     ---------    ---------      ---------
Net income (loss)..................... $   7,357   $   8,897     $  (1,208)   $  (7,689)     $   7,357
                                       =========   =========     =========    =========      =========
</TABLE>






                                       10

<PAGE>



            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 9.  Guarantor Financial Information - (Continued)

<TABLE>

                   Building Materials Corporation of America
                  Condensed Consolidating Statement of Income
                      Third Quarter Ended October 1, 2000
                                  (Thousands)

<CAPTION>



                                                                   Non-
                                        Parent     Guarantor     Guarantor
                                       Company   Subsidiaries  Subsidiaries  Eliminations  Consolidated
                                       --------- ------------  ------------  ------------  -----------
<S>                                    <C>         <C>           <C>          <C>           <C>
Net sales............................. $ 276,529   $      -      $  54,353    $      -      $ 330,882
Intercompany net sales................     2,837     194,109        27,101     (224,047)            -
                                       ---------   ---------     ---------     --------     ---------
Total net sales.......................   279,366     194,109        81,454     (224,047)      330,882
                                       ---------   ---------     ---------     --------     ---------

Costs and expenses:
  Cost of products sold...............   217,038     179,247        70,222     (224,047)      242,460
  Selling, general and administrative.    44,653       9,209        11,981                     65,843
  Goodwill amortization...............       160                       346                        506
  Gain on Sale of Assets .............                             (17,505)                   (17,505)
                                       ---------   ---------     ---------     --------     ---------
Total costs and expenses..............   261,851     188,456        65,044     (224,047)      291,304
                                       ---------   ---------     ---------     --------     ---------

Operating income......................    17,515       5,653        16,410           -         39,578

Equity in earnings of subsidiaries....    15,638                                (15,638)            -
Intercompany licensing income
  (expense), net......................    (8,296)      8,296                                        -
Interest expense, net.................    (7,478)     (1,910)       (3,981)                   (13,369)
Other income (expense), net...........    (3,027)        354                                   (2,673)
                                       ---------   ---------     ---------     --------     ---------
Income before income taxes
  and extraordinary losses............    14,352      12,393        12,429      (15,638)       23,536
Income tax (provision) benefit........       476      (4,585)       (4,599)                    (8,708)
                                       ---------   ---------     ---------     --------     ---------
Income before
  extraordinary losses................    14,828       7,808         7,830      (15,638)       14,828
Extraordinary losses, net of
  income tax benefit of $194..........      (330)                                                (330)
                                       ---------   ---------     ---------     --------     ---------
Net income ........................... $  14,498   $   7,808     $   7,830    $ (15,638)    $  14,498
                                       =========   =========     =========    =========     =========
</TABLE>








                                       11
<PAGE>


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Note 9.  Guarantor Financial Information - (Continued)

<TABLE>

                   Building Materials Corporation of America
                  Condensed Consolidating Statement of Income
                       Nine Months Ended October 3, 1999
                                  (Thousands)


<CAPTION>


                                                                     Non-
                                           Parent    Guarantor    Guarantor
                                           Company  Subsidiaries Subsidiaries Eliminations Consolidated
                                           --------- ----------- ------------ ------------ ------------
<S>                                        <C>         <C>          <C>         <C>         <C>
Net sales................................. $ 713,405   $       -    $ 172,827   $       -   $ 886,232
Intercompany net sales....................     5,585     506,455       55,597    (567,637)         -
                                           ---------   ---------    ---------   ---------   ---------
Total net sales...........................   718,990     506,455      228,424    (567,637)    886,232
                                           ---------   ---------    ---------   ---------   ---------
Costs and expenses:
  Cost of products sold...................   539,540     459,941      194,429    (567,637)    626,273
  Selling, general and administrative.....   120,928      31,263       31,948                 184,139
  Goodwill amortization...................       480                    1,046                   1,526
  Transition service agreement (income)
    expense...............................      (500)        500                                    -
  Nonrecurring charges ...................     2,650                                            2,650
                                           ---------   ---------    ---------   ---------    --------
Total costs and expenses..................   663,098     491,704      227,423    (567,637)    814,588
                                           ---------   ---------    ---------   ---------    --------
Operating income .........................    55,892      14,751        1,001          -       71,644

Equity in earnings of subsidiaries........    21,481                              (21,481)          -
Intercompany licensing income (expense),
  net.....................................   (21,402)     21,402                                    -
Interest expense, net.....................   (20,978)     (7,346)      (8,820)                (37,144)
Other income (expense), net...............    (5,996)     13,108            1                   7,113
                                           ---------   ---------    ---------   ---------    --------
Income (loss) before income taxes
  and extraordinary losses................    28,997      41,915       (7,818)    (21,481)     41,613
Income tax (provision) benefit............    (2,781)    (15,508)       2,892                 (15,397)
                                           ---------   ---------    ---------   ---------    --------
Income (loss) before
  extraordinary losses....................    26,216      26,407       (4,926)    (21,481)     26,216
Extraordinary losses, net of
  income tax benefit of $761..............    (1,296)                                          (1,296)
                                           ---------   ---------    ---------   ---------    --------
Net income (loss)......................... $  24,920   $  26,407    $  (4,926)  $ (21,481)   $ 24,920
                                           =========   =========    =========   =========    ========
</TABLE>







                                       12

<PAGE>


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Note 9.  Guarantor Financial Information - (Continued)

<TABLE>

                   Building Materials Corporation of America
                  Condensed Consolidating Statement of Income
                       Nine Months Ended October 1, 2000
                                  (Thousands)

<CAPTION>



                                                                   Non-
                                       Parent      Guarantor     Guarantor
                                       Company   Subsidiaries  Subsidiaries  Eliminations  Consolidated
                                       --------- ------------  ------------  ------------  -----------
<S>                                    <C>         <C>           <C>          <C>           <C>
Net sales............................. $ 776,117   $       -     $ 170,354    $       -     $ 946,471
Intercompany net sales................     7,115     544,703        78,415     (630,233)           -
                                       ---------   ---------     ---------    ---------     ---------
Total net sales.......................   783,232     544,703       248,769     (630,233)      946,471
                                       ---------   ---------     ---------    ---------     ---------

Costs and expenses:
  Cost of products sold...............   607,822     497,337       212,191     (630,233)      687,117
  Selling, general and administrative.   126,892      31,501        33,920                    192,313
  Gain on sale of assets..............                             (17,505)                   (17,505)
  Goodwill amortization...............       481                     1,049                      1,530
                                       ---------   ---------     ---------    ---------     ---------
Total costs and expenses..............   735,195     528,838       229,655     (630,233)      863,455
                                       ---------   ---------     ---------    ---------     ---------

Operating income......................    48,037      15,865        19,114            -        83,016

Equity in earnings of subsidiaries....    26,058                                (26,058)            -
Intercompany licensing income
  (expense), net......................   (23,284)     23,284                                        -
Interest expense, net.................   (19,995)     (6,729)      (11,624)                   (38,348)
Other income (expense), net...........    (7,538)      1,452                                   (6,086)
                                       ---------   ---------     ---------    ---------     ---------
Income before income taxes and
  extraordinary losses................    23,278      33,872         7,490      (26,058)       38,582
Income tax (provision) benefit........     1,029     (12,533)       (2,771)                   (14,275)
                                       ---------   ---------     ---------    ---------     ---------
Income before
  extraordinary losses................    24,307      21,339         4,719      (26,058)       24,307
Extraordinary losses, net of
  income tax benefit of $194..........      (330)                                                (330)
                                       ---------   ---------     ---------    ---------     ---------
Net income............................ $  23,977   $  21,339     $   4,719    $ (26,058)    $  23,977
                                       =========   =========     =========    =========     =========
</TABLE>









                                       13
<PAGE>



            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Note 9.  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, net.......       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>





                                       14
<PAGE>


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




Note 9.  Guarantor Financial Information - (Continued)

<TABLE>
                   Building Materials Corporation of America
                     Condensed Consolidating Balance Sheet
                                October 1, 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 ..............  $     13  $  89,982   $   2,625     $     -    $  92,620
  Investments in trading securities.......                  163                                  163
  Investments in available-for-sale
    securities............................               34,236                               34,236
  Accounts receivable, trade, net.........                           25,366                   25,366
  Accounts receivable, other..............    67,031      1,965       2,924                   71,920
  Inventories.............................    54,716     28,849      36,978                  120,543
  Other current assets....................     2,238      2,946       1,038                    6,222
                                            --------  ---------   ---------     --------   ---------
    Total Current Assets..................   123,998    158,141      68,931            -     351,070

Investment in subsidiaries................   307,668                            (307,668)          -
Intercompany loans including accrued
  interest................................   180,964               (180,964)                       -
Due from(to)subsidiaries, net.............  (127,688)   113,644      14,044                        -
Property, plant and equipment, net........    28,512    277,586     111,395                  417,493
Excess of cost over net assets of
  businesses acquired, net................    18,259                 47,555                   65,814
Deferred income tax benefits..............    37,928                                          37,928
Other assets..............................     9,497     12,930         339                   22,766
                                           ---------   --------   ---------    ---------   ---------
Total Assets.............................. $ 579,138  $ 562,301   $  61,300    $(307,668)  $ 895,071
                                           =========  =========   =========    =========   =========

LIABILITIES AND STOCKHOLDERS'EQUITY (DEFICIT)
Current Liabilities:
  Current maturities of long-term debt.... $   1,540  $   5,426   $      88    $       -   $   7,054
  Accounts payable........................    47,458     30,283      15,250                   92,991
  Payable to related party................     9,708      5,702         107                   15,517
  Accrued liabilities.....................    29,351     81,227      10,578                  121,156
  Reserve for product warranty claims.....    13,400                  1,100                   14,500
                                           ---------  ---------   ---------    ---------   ---------
    Total Current Liabilities.............   101,457    122,638      27,123            -     251,218

Long-term debt less current maturities....   507,806    160,765         100                  668,671
Reserve for product warranty claims.......    11,677                  3,286                   14,963
Other liabilities.........................    14,572                  2,021                   16,593
                                           ---------  ---------   ---------    ---------   ---------
Total Liabilities.........................   635,512    283,403      32,530            -     951,445
Total Stockholders' Equity (Deficit), net    (56,374)   278,898      28,770     (307,668)    (56,374)
                                           ---------  ---------   ---------    ---------   ---------
Total Liabilities and Stockholders'
   Equity (Deficit)....................... $ 579,138  $ 562,301   $  61,300    $(307,668)  $ 895,071
                                           =========  =========   =========    =========   =========
</TABLE>





                                       15
<PAGE>


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Note 9.  Guarantor Financial Information - (Continued)

<TABLE>

                   Building Materials Corporation of America
                Condensed Consolidating Statement of Cash Flows
                       Nine Months Ended October 3, 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).....................................     3,439      26,407        (4,926)      24,920
Adjustments to reconcile net income(loss)to net
  cash provided by(used in)operating activities:
    Extraordinary losses.............................     1,296                                  1,296
    Depreciation.....................................     1,953      14,103         7,861       23,917
    Goodwill amortization and other amortization.....       868                     1,046        1,914
    Deferred income taxes............................    14,782                                 14,782
    Noncash interest charges.........................     2,727                                  2,727
Increase in working capital items....................   (29,977)    (13,657)      (17,466)     (61,100)
Decrease in product warranty claims..................   (12,007)                     (334)     (12,341)
Purchases of trading securities......................              (132,607)                  (132,607)
Proceeds from sales of trading securities............               235,676                    235,676
Change in net receivable from/payable to
  related parties....................................   (12,118)   (100,370)       25,538      (86,950)
Other, net...........................................    (2,163)    (10,014)          218      (11,959)
                                                      ---------   ---------     ---------     --------
Net cash provided by(used in)operating activities....   (31,200)     19,538        11,937          275
                                                      ---------   ---------     ---------     --------
Cash provided by(used in)investing activities:
  Capital expenditures...............................       197     (24,187)      (12,864)     (36,854)
  Purchases of available-for-sale securities.........               (75,864)                   (75,864)
  Purchases of held-to-maturity securities...........                (1,401)                    (1,401)
  Proceeds from sales of available-for-sale
    securities.......................................                88,915                     88,915
  Proceeds from held-to-maturity securities..........                 7,758                      7,758
  Proceeds from sales of other short-term
    investments......................................                21,420                     21,420
                                                      ---------   ---------     ---------     --------
Net cash provided by(used in)investing activities....       197      16,641       (12,864)       3,974
                                                      ---------   ---------     ---------     --------

Cash provided by(used in)financing activities:
  Proceeds from sale of accounts receivable..........    33,199                                 33,199
  Increase in short-term debt........................                    91                         91
  Proceeds from issuance of long-term debt...........    31,850       5,288                     37,138
  Repayments of long-term debt.......................   (32,982)     (2,590)          (55)     (35,627)
  Issuance of common stock...........................       436                                    436
  Financing fees and expenses........................    (1,054)       (171)                    (1,225)
                                                      ---------   ---------     ---------     --------
Net cash provided by (used in) financing activities..    31,449       2,618           (55)      34,012
                                                      ---------   ---------     ---------     --------
Net change in cash and cash equivalents..............       446      38,797          (982)      38,261
                                                      ---------   ---------     ---------     --------
Cash and cash equivalents, end of period............. $     449   $  60,545     $   2,256     $ 63,250
                                                      =========   =========     =========     ========
</TABLE>






                                       16
<PAGE>



            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Note 9.  Guarantor Financial Information - (Continued)

<TABLE>

                   Building Materials Corporation of America
                Condensed Consolidating Statement of Cash Flows
                       Nine Months Ended October 1, 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).....................................    (2,081)     21,339         4,719       23,977
Adjustments to reconcile net income(loss)to net
  cash provided by(used in)operating activities:
    Extraordinary losses.............................       330                                    330
    Gain on sale of assets...........................                             (17,505)     (17,505)
    Depreciation.....................................     2,149      17,093         7,834       27,076
    Goodwill and other amortization..................     1,115                     1,049        2,164
    Deferred income taxes............................     4,713                                  4,713
    Noncash interest charges.........................     1,901                                  1,901
Increase in working capital items....................   (31,763)    (11,867)       (8,207)     (51,837)
Decrease in product warranty claims..................    (4,450)                     (401)      (4,851)
Purchases of trading securities......................                  (794)                      (794)
Proceeds from sales of trading securities............                 1,860                      1,860
Change in net receivable from/payable to
  related parties....................................    23,002      51,135       (14,512)      59,625
Other, net...........................................     9,238      (5,225)          263        4,276
                                                      ---------   ---------     ---------    ---------
Net cash provided by(used in)operating activities....     4,154      73,541       (26,760)      50,935
                                                      ---------   ---------     ---------    ---------
Cash provided by(used in)investing activities:
  Capital expenditures...............................      (373)    (36,323)       (4,952)     (41,648)
  Proceeds from sale of assets.......................                              31,702       31,702
  Purchases of available-for-sale securities.........                  (850)                      (850)
  Proceeds from sales of available-for-sale
    securities.......................................                 4,506                      4,506
  Proceeds from sales of other short-term
    investments......................................                 1,590                      1,590
                                                      ---------   ---------     ---------    ---------
Net cash provided by(used in)investing activities....      (373)    (31,077)       26,750       (4,700)
                                                      ---------   ---------     ---------    ---------

Cash provided by(used in)financing activities:
  Proceeds from sale of accounts receivable..........    35,995                                 35,995
  Proceeds from issuance of long-term debt...........    34,044                                 34,044
  Increase in borrowings under revolving
    credit facility..................................    70,000                                 70,000
  Repayments of long-term debt.......................   (32,780)     (2,732)         (52)      (35,564)
  Distributions to related parties ..................  (106,161)                              (106,161)
  Financing fees and expenses........................    (3,766)     (2,934)                    (6,700)
  Net repurchase of common stock.....................    (1,181)                                (1,181)
                                                      ---------   ---------    ---------     ---------
Net cash used in financing activities................    (3,849)     (5,666)         (52)       (9,567)
                                                      ---------   ---------    ---------     ---------
Net change in cash and cash equivalents..............       (68)     36,798          (62)       36,668
                                                      ---------   ---------    ---------     ---------
Cash and cash equivalents, end of period............. $      13   $  89,982    $   2,625     $  92,620
                                                      =========   =========    =========     =========
</TABLE>





                                       17
<PAGE>







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

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

         The Company  recorded  third  quarter 2000 net income of $14.5  million
compared with $7.4 million in the third quarter of 1999.  The net income for the
quarter  included an $11.0 million  after-tax gain ($17.5 million  pre-tax) from
the sale of certain  assets of the  security  products  business  of LL Building
Products Inc. and an after-tax  extraordinary  loss of $0.3  million,  resulting
from the  extinguishment  of debt.  Net  income  for the same  period  last year
included  an  after-tax  nonrecurring  charge  of $1.7  million  related  to the
settlement of a legal matter and an after-tax extraordinary loss of $1.3 million
resulting  from the  extinguishment  of debt.  Excluding the  extraordinary  and
nonrecurring  items in both periods,  net income would have been $3.8 million in
2000 compared with $10.4 million in the third quarter of 1999, with the decrease
primarily the result of lower operating  income,  lower investment  income,  and
higher interest expense.

         The  Company's  net  sales for the third  quarter  of 2000 were  $330.9
million,  a 5.8% increase  over third quarter 1999 net sales of $312.8  million,
with  the  increase  due to net  sales  gains in steep  slope  roofing  products
(previously  referred to as the residential  roofing  products line),  partially
offset by lower net sales of low slope roofing products  (previously referred to
as the commercial  roofing  products  line).  The increase in net sales of steep
slope roofing products reflected higher average selling prices and unit volumes,
while the  decrease in net sales of low slope  roofing  products  resulted  from
lower unit volumes, partially offset by higher average selling prices.

         Operating  income  for the  third  quarter  of 2000 was  $22.1  million
compared  with  $28.2  million  in 1999,  excluding  nonrecurring  items in both
periods.  The lower operating results were primarily  attributable to the higher
cost of energy and raw material  purchases,  principally the cost of asphalt due
to high oil prices and increased demand for asphalt,  partially offset by higher
average selling prices and volumes.

         Interest  expense  for the third  quarter  of 2000  increased  to $13.4
million  from  $12.3  million  recorded  in the same  period  in 1999,  with the
increase primarily  attributable to increased borrowing.  Other expense, net was
$2.7 million for the third quarter of 2000 compared to other income, net of $0.6
million in the third quarter of 1999, with the decrease  primarily  attributable
to lower investment income.

Results of Operations -    Nine Months 2000 Compared With
                           Nine Months 1999

         For the first nine months of 2000,  the Company  recorded net income of
$24.0  million  compared  with $24.9  million for the first nine months of 1999.
Excluding  the impact of an  after-tax  gain from the sale of certain  assets of
$11.0  million and an after-tax  extraordinary  loss of $0.3 million in 2000 and
the after-tax nonrecurring charge of $1.7 million and an after-tax extraordinary
loss of $1.3  million in 1999,  net income for the first nine months of 2000 was
$13.3 million compared with $27.9 million for the same


                                       18
<PAGE>


period last year,  with the decrease  primarily  the result of lower  investment
income, lower operating income, and higher interest expense.

         The  Company's  net sales for the first nine months of 2000 were $946.5
million, a 6.8% increase over last year's net sales of $886.2 million,  with the
increase due to net sales gains in steep slope roofing products. The increase in
net sales of steep slope roofing  products  resulted from higher average selling
prices and unit volumes.

         Operating  income for the first nine  months of 2000 was $65.5  million
compared  with $74.3  million  reported  in the same  period of 1999,  excluding
nonrecurring  items in both  periods.  Lower  operating  results were  primarily
attributable  to  the  higher  cost  of  energy  and  raw  material   purchases,
principally the cost of asphalt due to high oil prices and increased  demand for
asphalt,   partially   offset  by  higher  average   selling  prices  and  lower
manufacturing costs.

         Interest  expense  was $38.3  million for the first nine months of 2000
versus $37.1 million reported in the same period of 1999, and other expense, net
was $6.1 million compared to other income, net of $7.1 million in 1999, with the
decrease primarily attributable to lower investment income.

Liquidity and Financial Condition

         Net cash inflow  during the first nine months of 2000 was $46.2 million
before financing  activities,  and included $50.9 million of cash generated from
operations,  the  reinvestment  of  $41.6  million  for  capital  programs,  the
generation of $5.2 million from net sales of  available-for-sale  securities and
other  short-term  investments,  and $31.7  million in proceeds from the sale of
certain assets of the security products business of LL Building Products Inc.

         Cash  invested in  additional  working  capital  totaled  $51.8 million
during the first nine months of 2000, primarily reflecting seasonal increases in
inventories of $15.5 million and $47.9 million in receivables, including a $47.3
million increase in the receivable from the trust which purchases certain of the
Company's trade accounts receivable, partially offset by a $8.7 million increase
in accounts  payable.  The net cash from operating  activities  also reflected a
$59.6 million cash inflow from related party  transactions  due to the write-off
as a distribution of the receivable from related parties.

     Net cash used in financing activities totaled $9.6 million during the first
nine  months of 2000,  mainly  reflecting  distributions  to related  parties of
$106.2  million,  $35.6 million in repayments of long-term debt and $6.7 million
of financing  fees and expenses  (related to plants  substantially  completed in
Michigan City,  Indiana,  and Shafter,  California),  partially  offset by $70.0
million in borrowings under the Company's bank revolving credit facility,  $34.0
in proceeds  from the issuance of long-term  debt and $36.0  million in proceeds
from the sale of the Company's trade receivables.


                                       19
<PAGE>



         As a  result  of the  foregoing  factors,  cash  and  cash  equivalents
increased  by $36.7  million  during  the  first  nine  months  of 2000 to $92.6
million, excluding $34.4 million of trading and available-for-sale securities.

         See  Note  6  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.  Important factors that could cause such differences
are discussed in the  Company's  filings with the U.S.  Securities  and Exchange
Commission.  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.



               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."  There  were no  material
changes in such information as of October 1, 2000.










                                       20
<PAGE>



                                   PART II

                              OTHER INFORMATION



Item 1.  Legal Proceedings


     As of October 1, 2000,  212 alleged  asbestos-related  bodily injury claims
relating to the  inhalation of asbestos  fiber have been filed against  Building
Materials  Corporation of America, with all such claims having been filed during
September 2000. See Note 6 to Consolidated Financial Statements above.


Item 6.  Exhibits and Reports on Form 8-K


(a)      Exhibits

         27.  Financial Data Schedule for the nine months ended October 1, 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 October 5, 2000,
         reporting events under Item 5 thereof.

















                                       21
<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



DATE:  November 15, 2000              BY: /s/William C. Lang
       -----------------             ----------------------

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


DATE:  November 15, 2000              BY: /s/James T. Esposito
       -----------------             ------------------------
                                     James T. Esposito
                                     Vice President and Controller
                                     (Principal Accounting Officer)











                                       22
<PAGE>




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



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

                                    BUILDING MATERIALS INVESTMENT CORPORATION


DATE:  November 15, 2000             BY: /s/William C. Lang
       -----------------            ----------------------

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











                                       23
<PAGE>