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 March 30, 1997
                                       
                                      OR
                                       
  / /          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                                       
                        Commission File Number 33-81808
                                       
                   BUILDING MATERIALS CORPORATION OF AMERICA
            (Exact name of registrant as specified in its charter)


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

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

Registrant's telephone number, including area code           (201) 628-3000

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


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.


YES  /X/          NO  / /


As of May 9, 1997, 1,000,010 shares of the Registrant's common stock were
outstanding. All of the voting stock of the Registrant is held by GAF Building
Materials Corporation.
<PAGE>
                        Part I - FINANCIAL INFORMATION
                         Item 1 - FINANCIAL STATEMENTS
                                       
                                       
                   BUILDING MATERIALS CORPORATION OF AMERICA
                                       
                       CONSOLIDATED STATEMENTS OF INCOME



                                                          Quarter Ended
                                                      -------------------
                                                        March 31, March 30,
                                                        1996      1997
                                                     --------  ---------
                                                           (Thousands)


     Net sales................................         $166,694  $193,324
                                                        --------  --------

     Costs and expenses:
         Cost of products sold..................        124,239   143,166
       Selling, general and administrative ...           34,800    40,866
                                                       --------   -------

          Total costs and expenses............          159,039   184,032
                                                       --------   -------

     Operating income.........................            7,655     9,292
     Interest expense.........................           (7,765)   (9,846)
     Other income (expense), net..............             (170)    3,426
                                                       --------   -------

     Income (loss) before income taxes........             (280)    2,872
     Income tax (provision) benefit ..........               77    (1,119)
                                                       --------   -------

     Net income (loss)........................          $  (203)  $ 1,753
                                                        ========  =======


                See Notes to Consolidated Financial Statements










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

                                                    December 31,      March 30,
                                                        1996            1997
                                                    ------------  -------------
ASSETS                                                      (Thousands)
Current Assets:
  Cash and cash equivalents.....................      $ 124,560      $   3,814
  Investments in trading securities.............          1,065         25,928
  Investments in available-for-sale securities..         82,016        128,830
  Investments in held-to-maturity securities....          7,169          5,812
  Other short-term investments .................         15,944         15,566
  Accounts receivable, trade, net ..............          9,870         16,540
  Accounts receivable, other....................         23,235         60,859
  Inventories...................................         77,196         99,636
  Other current assets..........................          3,751          4,481
                                                      ---------      ---------
    Total Current Assets........................        344,806        361,466
Property, plant and equipment, net..............        220,500        216,396
Goodwill, net...................................         60,469         70,693
Deferred income tax benefits....................         59,053         56,861
Receivable from related parties ................              -         28,524
Other assets....................................         16,755         17,260
                                                      ---------      ---------
Total Assets....................................      $ 701,583      $ 751,200
                                                      =========      =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
  Short-term debt ..............................      $       -      $  42,178
  Current maturities of long-term debt..........          3,412          3,267
  Accounts payable..............................         47,879         54,174
  Payable to related parties, net...............          2,287          7,932
  Accrued liabilities...........................         27,938         32,930
  Reserve for asbestos claims...................          3,062              -
  Reserve for product warranty claims...........         12,914         10,856
                                                      ---------      ---------
    Total Current Liabilities...................         97,492        151,337
                                                      ---------      ---------
Long-term debt less current maturities..........        405,690        403,790
                                                      ---------      ---------
Reserve for product warranty claims.............         30,755         30,190
                                                      ---------      ---------
Other liabilities...............................         24,409         23,927
                                                      ---------      ---------

Stockholder's Equity
  Series A Cumulative Redeemable Convertible
    Preferred Stock, $.01 par value per share;
    50,000 shares authorized; 0 shares issued ..              -              -
  Common stock, $.001 par value per share;
    1,050,000 shares authorized;1,000,010 shares
    issued and outstanding......................              -              -
  Additional paid-in capital....................        182,700        177,911
  Accumulated deficit...........................        (40,174)       (38,421)
  Other.........................................            711          2,466
                                                      ---------      ---------
    Stockholder's Equity .......................        143,237        141,956
                                                      ---------      ---------
 Total Liabilities and Stockholder's Equity ...       $ 701,583      $ 751,200
                                                      =========      =========
                                       
                See Notes to Consolidated Financial Statements
                                       
                                       2
<PAGE>
                   BUILDING MATERIALS CORPORATION OF AMERICA
                                       
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                              Quarter Ended
                                                          --------------------
                                                           March 31,  March 30,
                                                             1996       1997
                                                          --------   ---------
                                                               (Thousands)

Cash and cash equivalents, beginning of period.........   $ 45,989    $124,560
                                                          --------    --------

Cash provided by (used in)operating activities:
  Net income (loss)....................................       (203)      1,753
  Adjustments to reconcile net income (loss)to net cash
    used in operating activities:
      Depreciation ....................................      5,781       5,263
      Goodwill amortization ...........................        390         428
      Deferred income taxes.. .........................       (133)      1,069
      Noncash interest charges.........................      5,752       6,486
  (Increase) decrease in working capital items.........    (41,951)    (49,638)
   Purchases of trading securities ....................     (8,019)    (24,095)
   Proceeds from sales of trading securities ..........     11,023       2,807
   Change in net receivable from/payable to related
      parties..........................................      2,170     (22,879)
   Other, net..........................................       (521)     (2,073)
                                                          --------    --------
    Net cash used in operating activities..............    (25,711)    (80,879)
                                                          --------    --------
Cash used in investing activities:
  Capital expenditures and acquisition.................     (4,885)    (31,899)
  Purchases of available-for-sale securities...........    (12,404)    (64,182)
  Purchases of held-to-maturity securities ............          -      (4,598)
  Proceeds from sales of available-for-sale securities.     12,619      18,058
  Proceeds from held-to-maturity securities ...........          -       5,955
                                                          --------     -------
Net cash used in investing activities..................     (4,670)    (76,666)
                                                          --------    --------

Cash provided by (used in) financing activities:
  Proceeds (repayments)from sale of accounts receivable    (12,055)     (1,858)
  Increase in short-term debt .........................          -      42,178
  Repayments of long-term debt.........................     (1,705)       (402)
  Increase in loan payable to related party............     21,881           -
  Capital contribution from parent company ............      6,001           -
  Payments of asbestos claims..........................    (16,947)     (3,062)
  Other................................................        (56)        (57)
                                                          --------    --------
    Net cash provided by (used in) financing activities     (2,881)     36,799
                                                          --------    --------
Net change in cash and cash equivalents................    (33,262)   (120,746)
                                                          --------    --------
Cash and cash equivalents, end of period...............   $ 12,727    $  3,814
                                                          ========    ========
Supplemental Cash Flow Information:
  Cash paid during the period for:
    Interest (net of amount capitalized)...............   $    669    $  1,058
    Income taxes.......................................        (18)        101


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

     Building Materials Corporation of America (the "Company") is a wholly
owned subsidiary of GAF Building Materials Corporation ("GAFBMC"), which is an
indirect, wholly owned subsidiary of G-I Holdings Inc. ("G-I Holdings").  G-I
Holdings is a wholly owned subsidiary of GAF Corporation ("GAF").  The
financial statements of the Company reflect, in the opinion of management, all
adjustments necessary to present fairly the financial position of the Company
at December 31, 1996 and March 30, 1997, and the results of operations and cash
flows for the periods ended March 31, 1996 and March 30, 1997.  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,
1996 (the "Form 10-K").

NOTE A:        In October 1995, G-I Holdings acquired all of the outstanding
          shares of U.S. Intec, Inc. ("USI"), which manufactures commercial
          roofing products. As of January 1, 1997, USI became a wholly owned
          subsidiary of the Company through a capital contribution to the
          Company by G-I Holdings. Accordingly, the Company's Consolidated
          Financial Statements include the results of USI for the first quarter
          of 1997 and have been restated for the first quarter of 1996 to
          include USI's results of operations, including sales of $21.3 million
          and a net loss of $.7 million.

NOTE B:   Inventories consist of the following:

                                               December 31,   March 30,
                                                   1996         1997
                                               ------------   ---------
                                                       (Thousands)
          Finished goods.....................     $ 41,201    $  61,858
          Work in process....................       10,844        9,796
          Raw materials and supplies.........       26,206       29,037
                                                ----------    ---------
          Total..............................       78,251      100,691
          Less LIFO reserve..................        (1,055)     (1,055)
                                                ----------    ---------
          Inventories........................     $ 77,196    $  99,636
                                                ==========    =========
NOTE C:   Contingencies
          Asbestos Claims Filed Against GAF
               In connection with its formation, the Company contractually
          assumed and agreed to pay the first $204.4 million of liabilities for
          asbestos-related bodily injury claims relating to the inhalation of
          asbestos fiber ("Asbestos Claims")(whether for indemnity or defense)
          of its parent, GAFBMC, relating to pending cases and previously
          settled, but not paid, cases as of January 31, 1994, and no other
          asbestos liabilities of GAFBMC. As of the end of the first quarter of
          1997, all of the Company's assumed asbestos-related liability had
          been paid.
          
                                       4
<PAGE>
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                       
          
          
NOTE C:     (Continued)

               The Company believes that it will not sustain any liability in
          connection with asbestos-related claims in excess of the $204.4
          million that it contractually assumed.  While the Company cannot
          predict whether any asbestos-related claims will be asserted against
          it or its assets, or the outcome of any litigation relating to such
          claims, it believes that it has meritorious defenses to such claims.
          Moreover, it has been jointly and severally indemnified by G-I
          Holdings and GAFBMC with respect to such claims, and GAF and G-I
          Holdings have advised the Company that, based on the assumptions
          referred to above, they believe they have and will have sufficient
          resources, principally through their ownership of the common stock of
          the Company, to enable them to satisfy their asbestos-related
          liabilities.
          
               The reserves of GAF and G-I Holdings for asbestos bodily injury
          claims, as of March 30, 1997, were $312.5 million (before estimated
          present value of recoveries from products liability insurance
          policies of $187.8 million and related deferred tax benefits of $44.9
          million). GAF and G-I Holdings have advised the Company that certain
          components of the asbestos-related liability and the related
          insurance recoveries have been reflected on a discounted basis in
          their financial statements, and that the aggregate undiscounted
          consolidated liability, as of March 30, 1997, before estimated
          recoveries from products liability insurance policies, was $346.9
          million. The estimate of liability for Asbestos Claims is based on
          the pending class-action settlement of future asbestos bodily injury
          claims becoming effective and on certain other assumptions. For more
          information regarding such assumptions and GAF's asbestos-related
          liabilities, reference is made to "Item 3. Legal Proceedings" and
          Note 3 to Consolidated Financial Statements contained in the
          Company's Form 10-K.
          
          
          Environmental Litigation
          
          
               The Company, together with other companies, is a party to a
          variety of proceedings and lawsuits involving environmental matters
          in which recovery is sought for the cost of cleanup of contaminated
          
          
          
          
          
          
                                       5
<PAGE>
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
          
          
NOTE C:     (Continued)
          
          sites, a number of which are in the early stages or have been dormant
          for protracted periods.  At most sites, the Company anticipates that
          liability will be apportioned among the companies found to be
          responsible for the presence of hazardous substances at the site.
          The Company believes that the ultimate disposition of such matters
          will not, individually or in the aggregate, have a material adverse
          effect on the business, liquidity, results of operations, cash flows
          or financial position of the Company.
          
               For further information regarding environmental matters and
          other litigation, reference is made to "Item 3.  Legal Proceedings"
          contained in the Company's Form 10-K.
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
                                       6
<PAGE>
          Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Results of Operations - First Quarter 1997 Compared With
                        First Quarter 1996

     The Company recorded first quarter 1997 net income of $1.8 million
compared with a net loss of $.2 million in the first quarter of 1996.  The
increase in net income resulted from higher operating income and higher other
income (expense), net, partially offset by increased interest expense.

     The Company's net sales for the first quarter of 1997 were $193.3 million,
a 16% increase over last year's sales of $166.7 million, primarily reflecting
increased unit volumes of both residential and commercial roofing products and
higher average selling prices for the residential business.

     Gross profit margin increased to 25.9% in the first quarter of 1997 from
25.5% in the first quarter of 1996, resulting primarily from higher average
selling prices.  Selling, general and administrative expenses increased
slightly as a percentage of net sales from 20.9% in 1996 to 21.1% in 1997.

     Operating income for the first quarter was $9.3 million, a 21% increase
over the $7.7 million recorded in the first quarter of 1996, principally
reflecting the increased sales and improved margins.

     Interest expense increased to $9.8 million in the first quarter of 1997
from $7.8 million last year, due primarily to higher debt levels.  Other
income, net was $3.4 million compared with other expense, net, of $.2 million
last year, primarily reflecting higher investment income (up $3.7 million).

Liquidity and Financial Condition

     The Company used $80.9 million of cash for operations during the first
quarter of 1997, reinvested $31.9 million in capital programs and an
acquisition, and invested $44.8 million for net purchases of available-for-sale
and held-to-maturity securities, for a net cash outflow of $157.5 million
before financing activities.

     Cash invested in additional working capital totaled $49.6 million during
the first quarter of 1997.  This amount primarily reflected a seasonal increase
in inventories of $19.9 million and a $31.5 million increase in the receivable
from the trust which purchases the Company's trade accounts receivable. Cash
used in operations also reflected a $22.9 million outflow for related party
transactions and a $21.3 million cash outlay for net purchases of trading
securities.

     Cash provided by financing activities for the first quarter of 1997
totaled $36.8 million, principally reflecting $42.2 million of short-term
borrowings, partially offset by $3.1 million of asbestos payments.


                                       7
<PAGE>
      As a result of the foregoing factors, cash and cash equivalents decreased
by $120.7 million during the first quarter of 1997 to $3.8 million (excluding
$176.1 million of trading, available-for-sale and held-to-maturity securities
and other short-term investments).

     On March 14, 1997, the Company acquired the assets of the Leatherback
Industries division of Hollinee Corporation, which is engaged in the
manufacture and sale of asphalt-saturated felts and other felt and construction
paper products.

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



Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                                       
                                       
Not Applicable





















                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       8
<PAGE>
                                    PART II
                                       
                                       
                               OTHER INFORMATION



Item 1.     Legal Proceedings

     The discussion relating to legal matters contained in Item 3. "Legal
Proceedings - Other Litigation" of the Company's Form 10-K is incorporated
herein by reference.


Item 6.     Exhibits and Reports on Form 8-K


(a)  Exhibits

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

(b)  No Reports on Form 8-K were filed during the quarter ended
     March 30, 1997.



























                                       9
<PAGE>
                                  SIGNATURES
                                  -----------



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


                             BUILDING MATERIALS CORPORATION OF AMERICA
                                   
                                   
                                   

DATE: May 12, 1997            BY:  /s/William C. Lang
     -------------                 -----------------------------
                                   William C. Lang
                                   Senior Vice President and
                                      Chief Financial Officer
                                   (Principal Financial and Accounting Officer)





























                                      10