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 July 2, 2000

                                        OR

  / /          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                       Commission File Number 33-81808

                   BUILDING MATERIALS CORPORATION OF AMERICA
             (Exact name of registrant as specified in its charter)


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

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

Registrant's telephone number, including area code           (973) 628-3000

See table of additional registrants.

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

YES  /X/          NO  / /

As of August  11,  2000,  1,016,536  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 August 11,  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)



                                       Second Quarter Ended   Six Months Ended
                                       -------------------- ------------------
                                        July 4,    July 2,   July 4,   July 2,
                                         1999       2000      1999      2000
                                       ---------  --------- --------   -------
                                                      (Thousands)

Net sales ............................. $310,494  $325,774  $573,422  $615,590
                                        --------  --------  --------  --------
Costs and expenses:
  Cost of products sold ...............  216,815   230,301   407,002   444,658
  Selling, general and administrative     62,721    66,319   119,246   126,469
  Goodwill amortization ...............      508       508     1,017     1,024
                                        --------  --------  --------  --------
    Total costs and expenses...........  280,044   297,128   527,265   572,151
                                        --------  --------  --------  --------

Operating income ......................   30,450    28,646    46,157    43,439
Interest expense ......................  (12,932)  (12,534)  (24,835)  (24,979)
Other income(expense), net.............    7,067    (2,250)    6,557    (3,414)
                                        --------  --------  --------  --------
Income before income taxes ............   24,585    13,862    27,879    15,046
Income taxes ..........................   (9,097)   (5,129)  (10,316)   (5,567)
                                        --------  --------  --------  --------

Net income ............................ $ 15,488  $  8,733  $ 17,563  $  9,479
                                        ========= ========= ========  ========






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








                                       1
<PAGE>




                  BUILDING MATERIALS CORPORATION OF AMERICA

                          CONSOLIDATED BALANCE SHEETS
                                                                     July 2,
                                                     December 31,     2000
                                                         1999      (Unaudited)
                                                     ------------  -----------
ASSETS                                                      (Thousands)
Current Assets:
  Cash and cash equivalents.........................  $  55,952     $  63,667
  Investments in trading securities.................        687           164
  Investments in available-for-sale securities......     29,702        35,363
  Other short-term investments......................      1,590             -
  Accounts receivable, trade, net...................     22,938        31,474
  Accounts receivable, other........................     62,892        77,750
  Receivable from related parties ..................     59,132        75,310
  Inventories.......................................    108,615       130,729
  Other current assets..............................      4,239         6,332
                                                      ---------     ---------
    Total Current Assets............................    345,747       420,789
Property, plant and equipment, net..................    410,703       416,758
Excess of cost over net assets of businesses
  acquired, net ....................................     70,408        68,820
Deferred income tax benefits........................     45,561        42,266
Other assets........................................     22,693        20,715
                                                      ---------     ---------
Total Assets........................................  $ 895,112     $ 969,348
                                                      =========     =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Current maturities of long-term debt..............  $   6,149     $   7,027
  Accounts payable..................................     84,334       112,366
  Payable to related party..........................     15,024        19,993
  Accrued liabilities...............................    115,828       109,233
  Reserve for product warranty claims...............     14,500        14,500
                                                       --------     ---------
    Total Current Liabilities.......................    235,835       263,119
                                                       ---------     --------
Long-term debt less current maturities..............    600,745       637,654
                                                       ---------    ---------
Reserve for product warranty claims.................     19,814        16,180
                                                       ---------    ---------
Other liabilities...................................     17,029        16,506
                                                       ---------    ---------
Stockholders' Equity:
  Series A Cumulative Redeemable Convertible
    Preferred Stock, $.01 par value per share;
    200,000 and 400,000 shares authorized,
    respectively; no shares issued..................          -             -
  Class A Common Stock, $.001 par value per share;
    1,300,000 shares authorized; 1,019,621 and
    1,016,536 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        39,743
  Retained earnings ................................          -         9,479
  Accumulated other comprehensive loss .............    (18,944)      (13,334)
                                                      ---------     ---------
    Total Stockholders' Equity .....................     21,689        35,889
                                                      ---------     ---------
 Total Liabilities and Stockholders' Equity ........  $ 895,112     $ 969,348
                                                      =========     =========

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)

                                                             Six Months Ended
                                                          -------------------
                                                           July 4,    July 2,
                                                            1999       2000
                                                          --------   --------
                                                             (Thousands)

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

Cash provided by (used in) operating activities:
  Net income.............................................   17,563      9,479
  Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
      Depreciation ......................................   15,660     18,527
      Goodwill and other amortization....................    1,285      1,439
      Deferred income taxes..............................    9,900          -
      Noncash interest charges...........................    2,290        966
  Increase in working capital items......................  (84,485)   (68,560)
  Decrease in product warranty claims....................   (9,910)    (3,634)
  Purchases of trading securities........................ (124,696)    (1,019)
  Proceeds from sales of trading securities..............  224,452      1,860
  Change in net receivable from/payable to related
    parties..............................................  (65,237)   (11,209)
  Other, net.............................................   (6,213)     4,862
                                                          --------   --------
Net cash used in operating activities....................  (19,391)   (47,289)
                                                          --------   --------

Cash provided by (used in) investing activities:
  Capital expenditures...................................  (26,662)   (28,703)
  Proceeds from sale of assets...........................        -      4,607
  Purchases of available-for-sale securities.............  (56,469)      (400)
  Purchases of held-to-maturity securities...............   (1,401)         -
  Proceeds from sales of available-for-sale securities...   59,493      3,643
  Proceeds from held-to-maturity securities..............    7,758          -
  Proceeds from sales of other short-term investments....   21,145      1,590
                                                          --------   --------

Net cash provided by (used in) investing activities......    3,864    (19,263)
                                                          --------   --------
Cash provided by (used in) financing activities:
  Proceeds from sale of accounts receivable..............   43,494     41,593
  Increase in short-term debt............................       48          -
  Proceeds from issuance of long-term debt...............    3,500          -
  Increase in borrowings under revolving credit facility.        -     40,000
  Repayments of long-term debt...........................   (2,865)    (2,363)
  Net repurchases of common stock........................        -       (891)
  Financing fees and expenses............................     (596)    (4,072)
                                                          --------   --------
Net cash provided by financing activities................   43,581     74,267
                                                          --------   --------
Net change in cash and cash equivalents..................   28,054      7,715
                                                          --------   --------
Cash and cash equivalents, end of period................. $ 53,043   $ 63,667
                                                          ========   ========
Supplemental Cash Flow Information:
  Cash paid during the period for:
    Interest (net of amount capitalized)................. $ 22,870   $ 25,032
    Income taxes.........................................      958      6,456

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

                                       3
<PAGE>


                  BUILDING MATERIALS CORPORATION OF AMERICA
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Building  Materials  Corporation  of America (the  "Company") was formed on
January 31, 1994 and is a 99.9% owned  subsidiary of BMCA  Holdings  Corporation
("BHC"), which is a 98.5% owned subsidiary of GAF Building Materials Corporation
("GAFBMC"),  which is a wholly-owned  subsidiary of GAF  Fiberglass  Corporation
("GFC"),  which is a wholly-owned  subsidiary of G Industries Corp.,  which is a
wholly-owned subsidiary of G-I Holdings Inc., which is a wholly-owned subsidiary
of GAF Corporation ("GAF"). The consolidated financial statements of the Company
reflect,  in the opinion of  management,  all  adjustments  necessary to present
fairly the financial position of the Company at July 2, 2000, and the results of
operations  and cash flows for the periods  ended July 4, 1999 and July 2, 2000.
All adjustments are of a normal  recurring  nature.  These financial  statements
should be read in  conjunction  with the annual  financial  statements and notes
thereto included in the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (the "Form 10-K").

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

Note 1.  Capital Contribution

         Effective   August  18,  1999,  GFC,  in  a  series  of   transactions,
contributed  certain assets,  including the glass fiber  manufacturing  facility
located in Nashville,  Tennessee and certain related liabilities (the "Nashville
facility") to the Company.  Accordingly,  the Company's historical  consolidated
financial  statements  have been restated to include the results of  operations,
cash flows and assets and liabilities of the Nashville  facility.  For financial
reporting  purposes,  the contribution of the Nashville facility was recorded by
the Company at the historical  cost of $9.3 million.  The increase in net income
resulting from the  contribution  of the Nashville  facility for the quarter and
six-month periods ended July 4, 1999 was $0.8 and $1.8 million, respectively.

Note 2.  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>
                                          Second Quarter Ended  Six Months Ended
                                          --------------------  -----------------
                                           July 4,   July 2,     July 4,   July 2,
                                            1999      2000        1999      2000
                                          --------   -------    --------  -------
                                                         (Thousands)
<S>                                        <C>       <C>        <C>       <C>
Net income...............................  $15,488   $ 8,733    $17,563   $ 9,479
                                          --------   -------    -------   -------
Other comprehensive income, net of tax:
  Change in unrealized gains (losses) on
    available-for-sale securities:
  Unrealized holding gains
    arising during the period, net of
    income taxes of $2,986, $2,546, $4,656,
    and $3,495, respectively..............   6,983     4,335      7,192     5,952
  Less:  Reclassification adjustment
    for gains (losses) included in net
    income, net of income taxes of $570,
    $(57), $807 and $201, respectively ...     971       (97)     1,375       342
                                           -------   -------    -------   -------
Total other comprehensive income..........   6,012     4,432      5,817     5,610
                                           -------   -------    -------   -------
Comprehensive income...................... $21,500   $13,165    $23,380   $15,089
                                           =======   =======    =======   =======
</TABLE>


                                       4
<PAGE>




            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Note 2.   Comprehensive Income (Continued)


     Changes in the components of "Accumulated other comprehensive loss" for the
six months ended July 2, 2000 are as follows:


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


Balance, December 31, 1999 ...    $(17,593)      $ (1,351)   $(18,944)
Change for the period,per above      5,610              -       5,610
                                  --------       --------    --------
Balance, July 2, 2000.........    $(11,983)      $ (1,351)   $(13,334)
                                  ========       ========    ========


Note 3.   Inventories

     Inventories consist of the following:

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

         Finished goods ..................      $ 68,878     $ 83,813
         Work in process .................        13,974       16,045
         Raw materials and supplies ......        27,462       32,971
                                                --------     --------
         Total ...........................       110,314      132,829
         Less LIFO reserve ...............        (1,699)      (2,100)
                                                --------     --------
         Inventories .....................      $108,615     $130,729
                                                ========     ========









                                       5
<PAGE>




            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Note 4.   Contingencies

Asbestos Litigation Against GAF

         In connection with its formation, the Company contractually assumed and
agreed to pay the first  $204.4  million  of  liabilities  for  asbestos-related
bodily injury claims  relating to the  inhalation of asbestos  fiber  ("Asbestos
Claims") of its parent,  GAFBMC.  As of March 30, 1997, the Company had paid all
of its  assumed  asbestos-related  liabilities.  G-I  Holdings  and GAFBMC  have
jointly and severally agreed to indemnify the Company against any other existing
or future claims related to asbestos-related liabilities if asserted against the
Company.

         GAF has advised the Company  that,  as of July 2, 2000, it is defending
approximately 135,700 pending alleged Asbestos Claims, having received notice of
approximately  27,500 new Asbestos  Claims  during the first six 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 filing
for  bankruptcy by two  defendants in asbestos  litigation,  Babcox & Wilcox and
Pittsburgh  Corning,  as well as potential  bankruptcy filings by other asbestos
defendants,  could  increase  the  amounts  demanded to settle  Asbestos  Claims
brought  against  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.

                                       6
<PAGE>


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


         GAF and G-I Holdings had available,  as of July 2, 2000,  $71.8 million
of aggregate  insurance  coverage  relating to  asbestos-related  bodily  injury
claims,  which amount is reduced as asbestos-related  liabilities are satisfied.
GAF expects to receive  $60.1 million of these  insurance  proceeds by September
30, 2000.  The insurance  carriers  responsible  for making these  payments have
agreed to make them, subject to the satisfaction of certain conditions. Although
GAF believes  that these  conditions  will be  satisfied,  it cannot assure this
result. If these conditions are not satisfied,  GAF has advised the Company that
it may be unable to meet its  obligations  with respect to previously  committed
settlements of asbestos-related bodily injury claims.

         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.

         The Company believes that it will not sustain any additional  liability
in connection  with  asbestos-related  claims.  While the Company cannot predict
whether any  asbestos-related  claims will be asserted against it or its assets,
or the outcome of any litigation  relating to those claims, the Company believes
that it has  meritorious  defenses  to any claim that could be so  asserted.  In
addition,  G-I Holdings and GAFBMC have jointly and  severally  indemnified  the
Company with respect to  asbestos-related  claims,  and G-I Holdings has advised
the Company that it believes it has and will have sufficient resources to enable
it to satisfy  any  indemnification  obligations.  However,  GAF has advised the
Company that depending upon whether the trends described above continue, whether
other  retaliatory  actions are taken,  the ultimate  resolution of the disputes
between GAF and the CCR, the impact of the  bankruptcies  referred to above, the
receipt of the insurance  proceeds  referred to above,  and whether the proposed
legislation  currently  pending in Congress is enacted into law,  its  financial
condition  (particularly,  its liquidity) could be materially adversely affected
by one or more of these  factors.  Should  GAF or GAFBMC  be  unable to  satisfy
judgments against it in asbestos-related  lawsuits, its judgment creditors might
seek to  enforce  their  judgments  against  the  assets of GAF,  including  its
holdings  of G-I  Holdings  common  stock,  or GAFBMC,  including  its  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.


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

                                       7
<PAGE>

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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,  GFC,  held an
interest. The claim of the Service for interest and penalties, after taking into
account the effect on the use of net  operating  losses and foreign tax credits,
could  result  in GAF  incurring  liabilities  significantly  in  excess  of the
deferred tax liability of $131.4  million that it recorded in 1990 in connection
with this  matter.  GAF has advised the  Company  that it believes  that it will
prevail in this  matter,  although  there can be no  assurance  in this  regard.
However,  if GAF is unsuccessful in challenging its tax deficiency  notice,  the
ability of GAF to satisfy  its tax  obligation  would be  dependent  on the cash
flows of the Company and GFC. The Company believes that the ultimate disposition
of this  matter  will  not  have a  material  adverse  effect  on its  business,
financial  position or results of  operations.  GAF,  G-I  Holdings  and certain
subsidiaries  of GAF have agreed to jointly and severally  indemnify the Company
against any tax liability associated with the surfactants partnership, which the
Company would be severally liable for, together with GAF and several current and
former subsidiaries of GAF, should GAF be unable to satisfy such liability.  For
the possible  consequences  to the Company of the failure of GAF to satisfy this
liability and other information  relating to GAF, see the penultimate  paragraph
of " - Asbestos Litigation Against GAF" above.

Note 5.  New Accounting Standard

     In  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities."  SFAS No. 133  establishes  accounting and
reporting  standards  requiring that every derivative  instrument be recorded in
the balance  sheet as either an asset or  liability  measured at its fair value.
SFAS No. 133 requires that changes in the derivative's  fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting  for  qualifying  hedges  allows a  derivative's  gains and losses to
offset related results on the hedged item in the income statement.

     SFAS No. 133, as amended by SFAS No. 137 and 138, is  effective  for fiscal
years beginning after June 15, 2000, but may be adopted earlier. The Company has
not yet determined the effect of adoption of SFAS No. 133.

                                       8
<PAGE>

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 6.  Subsequent Event

         On July 5, 2000,  the Company  issued $35 million of its 10 1/2% Senior
Notes due 2002 (the "2002 Notes") at 97.161% of the principal  amount.  Building
Materials   Investment   Corporation   and  Building   Materials   Manufacturing
Corporation  guaranteed the Company's  obligations under the 2002 Notes. 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, will be recorded as an
extraordinary item in the third quarter of 2000.


Note 7.  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 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"),  the 8% Senior Notes due 2008 and the then  outstanding  11 3/4%
Senior Deferred Coupon Notes due 2004  (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,  BMIC and BMMC  guaranteed the Company's  obligations
under its  three-year  bank credit  facility and the Company's term loan entered
into in August 1999. 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 7.  Guarantor Financial Information - (Continued)


<TABLE>

                       Building Materials Corporation of America
                      Condensed Consolidating Statement of Income
                           Second Quarter Ended July 4, 1999
                                      (Thousands)
<CAPTION>




                                                                   Non-
                                       Parent     Guarantor     Guarantor
                                       Company   Subsidiaries  Subsidiaries  Eliminations  Consolidated
                                       --------- ------------  ------------  ------------  -----------
<S>                                    <C>         <C>           <C>            <C>         <C>
Net sales............................. $ 248,731   $       -     $  61,763      $       -   $ 310,494
Intercompany net sales................     2,791     165,045        18,144       (185,980)          -
                                       ---------   ---------     ---------      ---------    ---------
Total net sales.......................   251,522     165,045        79,907       (185,980)    310,494
                                       ---------   ---------     ---------      ---------    ---------

Costs and expenses:
  Cost of products sold...............   185,938     149,595        67,262       (185,980)    216,815
  Selling, general and administrative.   111,542      10,354        10,825                     62,721
  Transition service agreement
    (income) expense..................      (250)        250                                        -
  Goodwill amortization...............       160                       348                        508
                                       ---------   ---------     ---------      ---------     --------
Total costs and expenses..............   227,390     160,199        78,435       (185,980)    280,044
                                       ---------   ---------     ---------      ---------     --------
Operating income......................    24,132       4,846         1,472              -      30,450

Equity in earnings of subsidiaries....    10,323                                  (10,323)          -
Intercompany licensing income
  (expense), net......................    (7,462)      7,462                                        -
Interest expense, net.................    (6,280)     (3,629)       (3,023)                   (12,932)
Other income (expense), net...........    (2,188)      9,255                                    7,067
                                        ---------   ---------     ---------     ----------   --------

Income (loss) before income taxes.....    18,525      17,934        (1,551)       (10,323)     24,585
Income tax (provision) benefit........    (3,037)     (6,633)          573                     (9,097)
                                       ---------   ---------     ---------      ----------    --------

Net income (loss).....................  $ 15,488 $    11,301     $    (978)     $ (10,323)   $ 15,488
                                        ========    ========     =========      ==========    ========
</TABLE>











                                       10
<PAGE>



            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 7.  Guarantor Financial Information - (Continued)

<TABLE>

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

<CAPTION>



                                                                   Non-
                                        Parent     Guarantor     Guarantor
                                       Company   Subsidiaries  Subsidiaries  Eliminations  Consolidated
                                       --------- ------------  ------------  ------------  -----------
<S>                                    <C>         <C>           <C>           <C>           <C>
Net sales............................. $ 262,811   $       -     $  62,963     $      -      $325,774
Intercompany net sales................     2,057     177,868        25,763     (205,688)            -
                                       ---------   ---------     ---------     ---------     --------
Total net sales.......................   264,868     177,868        88,726     (205,688)      325,774
                                       ---------   ---------     ---------     ---------     --------

Costs and expenses:
  Cost of products sold...............   200,223     161,250        74,516     (205,688)      230,301
  Selling, general and administrative.    43,591      11,437        11,291                     66,319
  Goodwill amortization...............       160                       348                        508
                                       ---------   ---------     ---------     ---------     --------
Total costs and expenses..............   243,974     172,687        86,155     (205,688)      297,128
                                       ---------   ---------     ---------     ---------     --------

Operating income......................    20,894       5,181         2,571            -        28,646

Equity in earnings of subsidiaries....     6,735                                 (6,735)            -
Intercompany licensing income
  (expense), net......................    (7,884)      7,884                                        -
Interest expense, net.................    (6,336)     (2,108)       (4,090)                   (12,534)
Other income (expense), net...........    (2,511)        261             -                     (2,250)
                                       ---------   ---------     ---------     ---------     ---------
Income (loss) before income taxes.....    10,898      11,218        (1,519)      (6,735)       13,862
Income tax (provision) benefit........    (2,165)     (3,526)          562                      5,129
                                       ---------   ---------     ---------     ---------      --------
Net income (loss)..................... $   8,733   $   7,692     $    (957)    $ (6,735)     $  8,733
                                       =========   =========     =========     =========      ========
</TABLE>














                                       11


<PAGE>



            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 7.  Guarantor Financial Information - (Continued)

<TABLE>

                       Building Materials Corporation of America
                      Condensed Consolidating Statement of Income
                             Six Months Ended July 4, 1999
                                      (Thousands)

<CAPTION>



                                                                   Non-
                                        Parent     Guarantor     Guarantor
                                       Company   Subsidiaries  Subsidiaries  Eliminations  Consolidated
                                       --------- ------------  ------------  ------------  -----------
<S>                                    <C>         <C>           <C>           <C>           <C>
Net sales............................. $ 459,686   $       -     $  53,039     $      -      $573,422
Intercompany net sales................     3,792     309,668        25,551     (347,648)            -
                                       ---------   ---------     ---------     ---------     --------
Total net sales.......................   463,478     309,668        78,590     (347,648)      573,422
                                       ---------   ---------     ---------     ---------     --------

Costs and expenses:
  Cost of products sold...............   348,504     279,990        67,454     (347,648)      407,002
  Selling, general and administrative.    77,842      20,072        10,649                    119,246
  Goodwill amortization...............       320                       355                      1,017
  Transition service agreement
     (income) expense.................      (500)        500                                        -
                                        ---------   ---------     ---------     ---------     --------
Total costs and expenses..............   426,166     300,562        78,458     (347,648)      527,265
                                       ---------   ---------     ---------     ---------     --------

Operating income......................    37,312       9,106           132            -        46,157

Equity in earnings of subsidiaries....    13,849                                (13,849)            -
Intercompany licensing income
  (expense), net......................   (13,791)     13,791                                        -
Interest expense, net.................   (13,570)     (5,625)       (5,640)                   (24,835)
Other income (expense), net...........    (4,054)     10,611             -                      6,557
                                       ---------   ---------     ---------     ---------     ---------
Income (loss) before income taxes
   and extraordinary loss.............    19,746      27,883        (3,420)     (13,849)       27,879
Income tax (provision) benefit........    (2,183)    (10,316)        1,266                    (10,316)
                                       ---------   ---------     ---------     ---------      --------
Net income (loss)..................... $  17,563   $  17,567     $  (2,154)    $(13,849)     $ 17,563
                                       =========   =========     =========     =========      ========
</TABLE>













                                       12


<PAGE>


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Note 7.  Guarantor Financial Information - (Continued)

<TABLE>

                       Building Materials Corporation of America
                    Condensed Consolidating Statement of Cash Flows
                             Six Months Ended July 4, 1999
                                      (Thousands)


<CAPTION>

                                                                                Non-
                                                      Parent    Guarantor     Guarantor
                                                      Company  Subsidiaries  Subsidiaries  Consolidated
                                                      -------  ------------  ------------- ------------
<S>                                                   <C>         <C>          <C>          <C>
Cash and cash equivalents, beginning of period....... $      3    $  21,748    $   3,238    $ 24,989
                                                      ---------    ---------    ---------    --------
Cash provided by (used in) operating activities:
Net income(loss).....................................    3,714       17,567       (3,718)     17,563
Adjustments to reconcile net income(loss)to net
  cash provided by(used in)operating activities:
    Depreciation.....................................    1,281       10,299        4,080      15,660
    Goodwill and other amortization..................      588                       697       1,285
    Deferred income taxes............................    9,900                                 9,900
    Noncash interest charges.........................    2,290                                 2,290
Increase in working capital items....................  (53,454)      (7,740)     (23,291)    (84,485)
Decrease in product warranty claims..................   (9,803)                     (107)     (9,910)
Purchases of trading securities......................              (124,696)                (124,696)
Proceeds from sales of trading securities............               224,452                  224,452
Change in net receivable from/payable to
  related parties....................................  (24,203)    (101,260)      32,528     (79,086)
Other, net...........................................     (315)      (6,366)         468      (6,213)
                                                       -------     --------     --------    --------
Net cash provided by(used in)operating activities....  (42,304)      12,256       10,657     (19,391)
                                                      ---------    ---------    ---------    --------
Cash provided by(used in)investing activities:
  Capital expenditures...............................      120      (18,747)      (8,035)    (26,662)
  Purchases of available-for-sale securities.........               (56,469)                 (56,469)
  Purchases of held-to-maturity securities ..........                (1,401)                  (1,401)
  Proceeds from sales of available-for-sale
   securities........................................                59,493                   59,493
  Proceeds from held-to-maturity securities..........                 7,758                    7,758
  Proceeds from sales of other short-term
   investments.......................................                21,145                   21,145
                                                      ---------    ---------    ---------    -------
Net cash provided by(used in)investing activities....      120       11,779      (8,035)       3,864
                                                      ---------    ---------    ---------    -------

Cash provided by (used in) financing activities:
  Proceeds from sale of accounts receivable..........   43,494                                43,494
  Increase in short-term debt........................                    48                       48
  Proceeds from issuance of long-term debt...........                 3,500                    3,500
  Repayments of long-term debt.......................     (614)      (2,208)         (43)     (2,865)
  Financing fees and expenses........................     (425)         171                     (596)
                                                      ---------    ---------    ----------   --------
Net cash provided by (used in) financing activities..   42,455        1,169          (43)     43,581
                                                      ---------    ---------    ---------    -------
Net change in cash and cash equivalents..............      271       25,204        2,579      28,054
                                                      ---------    ---------    ---------    -------
Cash and cash equivalents, end of period............. $    274   $   46,952    $   5,817   $  53,043
                                                      =========    =========    =========   ========
</TABLE>








                                       13
<PAGE>



            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 7.  Guarantor Financial Information - (Continued)

<TABLE>

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

<CAPTION>


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

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

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

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





                                       14
<PAGE>



            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 7.  Guarantor Financial Information - (Continued)

<TABLE>

                       Building Materials Corporation of America
                      Condensed Consolidating Statement of Income
                             Six Months Ended July 2, 2000
                                      (Thousands)

<CAPTION>



                                                                   Non-
                                        Parent     Guarantor     Guarantor
                                       Company   Subsidiaries  Subsidiaries  Eliminations  Consolidated
                                       --------- ------------  ------------  ------------  -----------
<S>                                    <C>         <C>           <C>           <C>           <C>
Net sales............................. $ 499,588   $       -     $ 116,002     $      -      $615,590
Intercompany net sales................     4,278     350,595        51,313     (406,186)            -
                                       ---------   ---------     ---------     ---------     --------
Total net sales.......................   503,866     350,595       167,315     (406,186)      615,590
                                       ---------   ---------     ---------     ---------     --------

Costs and expenses:
  Cost of products sold...............   390,784     318,091       141,969     (406,186)      444,658
  Selling, general and administrative.    82,238      22,292        21,939                    126,469
  Goodwill amortization...............       320                       703                      1,024
                                       ---------   ---------     ---------     ---------     --------
Total costs and expenses..............   473,343     340,383       164,611     (406,186)      527,151
                                       ---------   ---------     ---------     ---------     --------

Operating income......................    30,523      10,212         2,704            -        43,439

Equity in earnings of subsidiaries....    10,420                                (10,420)            -
Intercompany licensing income
  (expense), net......................   (14,988)     14,988                                        -
Interest expense, net.................   (12,517)     (4,818)       (7,644)                   (24,979)
Other income (expense), net...........    (4,512)      1,098             -                     (3,414)
                                       ---------   ---------     ---------     ---------     ---------
Income (loss) before income taxes.....     8,926      21,480        (4,940)     (10,420)       15,046
Income tax (provision) benefit........       553      (7,948)        1,828                     (5,567)
                                       ---------   ---------     ---------     ---------      --------
Net income (loss)..................... $   9,479   $  13,532     $  (3,112)    $(10,420)     $  9,479
                                       =========   =========     =========     =========      ========
</TABLE>










                                       15
<PAGE>




            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 7.  Guarantor Financial Information - (Continued)

<TABLE>

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

<CAPTION>


                                                                     Non-
                                          Parent     Guarantor     Guarantor       Elim-
                                          Company   Subsidiaries  Subsidiaries  inations   Consolidated
                                          --------- ------------- ------------ ----------- ------------
<S>                                       <C>         <C>         <C>            <C>       <C>
ASSETS
Current Assets:
  Cash and cash equivalents ..............$       13  $  58,439   $   5,215    $       -   $  63,667
  Investments in trading securities.......                  164                                  164
  Investments in available-for-sale
    securities............................               35,363                               35,363
  Accounts receivable, trade..............                           31,474                   31,474
  Accounts receivable, other..............    71,003      3,027       3,720                   77,750
  Receivable from related parties.........    75,310          -           -                   75,310
  Inventories.............................    65,235     25,513      39,981                  130,729
  Other current assets....................     2,089      2,861       1,382                    6,332
                                             -------   ---------   ---------    ---------   --------
    Total Current Assets..................   213,650    125,367      81,772            -     420,789

Investment in subsidiaries................   292,520                            (292,520)          -
Intercompany loans including accrued
  interest................................   174,872               (174,872)                       -
Due from(to)subsidiaries, net.............  (127,723)   146,950     (19,227)                       -
Property, plant and equipment, net........    31,581    268,758     116,419                  416,758
Excess of cost over net assets of
  businesses acquired, net................    18,420                 50,400                   68,820
Deferred income tax benefits..............    42,266                                          42,266
Other assets..............................     9,612     10,771         332                   20,715
                                           ---------   ---------  ---------    ---------   ---------
Total Assets.............................. $ 655,198  $ 551,846   $  54,824    $(292,520)  $ 969,348
                                           =========  =========   =========    =========   =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Current maturities of long-term debt.... $   1,806  $   5,116   $     105    $       -   $   7,027
  Accounts payable........................    62,283     33,565      16,518                  112,366
  Payable to related party................    14,957      4,884         152                   19,993
  Accrued liabilities.....................    24,129     74,682      10,422                  109,233
  Reserve for product warranty claims.....    13,400                  1,100                   14,500
                                           ---------  ---------    ---------    ---------   --------
    Total Current Liabilities.............   116,575    118,247      28,297            -     263,119

Long-term debt less current maturities....   475,523    162,020         111                  637,654
Reserve for product warranty claims.......    12,665                  3,515                   16,180
Other liabilities.........................    14,546                  1,960                   16,506
                                           ---------  ---------    ---------    ---------   --------
Total Liabilities.........................   619,309    280,267      33,883            -     933,459
Total Stockholders' Equity, net...........    35,889    271,579      20,941     (292,520)     35,889
                                           ---------  ---------    ---------    ---------   --------
Total Liabilities and Stockholders' Equity $ 655,198  $ 551,846   $  54,824    $(292,520)  $ 969,348
                                           =========  =========   ==========   ==========  =========
</TABLE>




                                       16
<PAGE>



            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Note 7.  Guarantor Financial Information - (Continued)

<TABLE>

                       Building Materials Corporation of America
                    Condensed Consolidating Statement of Cash Flows
                             Six Months Ended July 2, 2000
                                      (Thousands)

<CAPTION>


                                                                                Non-
                                                      Parent     Guarantor    Guarantor
                                                      Company   Subsidiaries Subsidiaries  Consolidated
                                                      ---------  ------------ ------------ ------------
<S>                                                   <C>         <C>           <C>           <C>
Cash and cash equivalents, beginning of period....... $      81   $  53,184     $   2,687     $ 55,952
                                                      ---------   ---------     ---------     --------
Cash provided by(used in)operating activities:
Net income(loss).....................................      (941)     13,532        (3,112)       9,479
Adjustments to reconcile net income(loss)to net
  cash provided by(used in)operating activities:
    Depreciation.....................................     1,418      12,124         4,985       18,527
    Goodwill and other amortization..................       735                       704        1,439
    Deferred income taxes............................         -                                      -
    Noncash interest charges.........................       966                                    966
(Increase) decrease in working capital items.........   (42,101)    (12,771)      (13,688)     (68,560)
Decrease in product warranty claims..................    (3,462)                     (172)      (3,634)
Purchases of trading securities......................                (1,019)                    (1,019)
Proceeds from sales of trading securities............                 1,860                      1,860
Change in net receivable from/payable to
  related parties....................................   (40,933)    (17,011)       12,713      (11,209)
Other, net...........................................     7,212      (2,801)          451        4,862
                                                      ---------   ---------     ---------     --------
Net cash provided by(used in)operating activities....   (77,106)     27,936         1,881      (47,289)
                                                      ---------   ---------     ---------     --------
Cash provided by(used in)investing activities:
  Capital expenditures...............................      (186)    (24,581)       (3,936)     (28,703)
  Proceeds from sale of assets.......................                               4,607        4,607
  Purchases of available-for-sale securities.........                  (400)                      (400)
  Proceeds from sales of available-for-sale
    securities.......................................                 3,643                      3,643
  Proceeds from sales of other short-term
    investments......................................                 1,590                      1,590
                                                      ---------   ---------     ---------     --------
Net cash provided by(used in)investing activities....      (186)    (19,748)          671      (19,263)
                                                      ---------   ---------     ---------     --------

Cash provided by(used in)financing activities:
  Proceeds from sale of accounts receivable..........    41,593                                 41,593
  Increase in borrowings under revolving
    credit facility..................................    40,000                                 40,000
  Repayments of long-term debt.......................      (552)     (1,787)         (24)       (2,363)
  Financing fees and expenses........................    (2,926)     (1,146)                    (4,072)
  Stock Issuance.....................................      (891)                                  (891)
                                                      ---------   ---------     --------     ---------
Net cash provided by (used in) financing activities..    77,224      (2,933)         (24)       74,267
                                                      ---------   ---------     --------     ---------
Net change in cash and cash equivalents..............       (68)      5,255        2,528         7,715
                                                      ----------  ---------     --------     ---------
Cash and cash equivalents, end of period............. $      13   $  58,439    $   5,215     $  63,667
                                                      =========   =========    =========     =========

</TABLE>










                                       17
<PAGE>



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


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


         The Company  recorded  second  quarter  2000 net income of $8.7 million
compared  with $15.5 million in the second  quarter of 1999.  The decline in net
earnings  was  primarily  the result of lower  investment  income and  operating
income.

         The  Company's  net sales for the second  quarter  of 2000 were  $325.8
million,  a 4.9% increase over second quarter 1999 net sales of $310.5  million,
with the increase  due to net sales gains in  residential  roofing  products and
specialty building  products,  partially offset by lower net sales of commercial
roofing  products.  The increase in net sales of  residential  roofing  products
reflected  higher average  selling prices and unit volumes while the decrease in
net sales of  commercial  roofing  products  resulted  from lower unit  volumes,
partially offset by higher average selling prices.  The increase in net sales of
specialty building products primarily resulted from higher unit volumes.

         Operating  income  for the  second  quarter  of 2000 was $28.6  million
compared with $30.5 million in 1999. The lower operating  results were primarily
attributable  to higher net sales  reported in the quarter  being  offset by the
higher cost of raw material  purchases,  principally  the cost of asphalt due to
high oil prices and  increased  demand for  asphalt,  partially  offset by lower
manufacturing costs.

         Interest  expense  for the second  quarter of 2000  decreased  to $12.5
million  from $12.9  million  recorded in the same  period in 1999,  while other
expense, net was $2.3 million for the second quarter of 2000 compared with other
income,  net of $7.1  million in the second  quarter of 1999,  with the decrease
primarily due to lower investment income.

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

         For the first six months of 2000,  the Company  recorded  net income of
$9.5 million  compared with $17.6 million for the first six months of 1999.  The
decrease in net earnings was primarily the result of lower investment income and
operating income.

         The  Company's  net sales for the first six months of 2000 were  $615.6
million, a 7.4% increase over last year's net sales of $573.4 million,  with the
increase due to net sales gains in residential and commercial  roofing  products
and specialty  building  products.  The increase in net sales of residential and
commercial roofing products resulted from higher average selling prices and unit
volumes,  while the increase in specialty  building products  primarily resulted
from higher unit volumes.

         Operating  income  for the first six  months of 2000 was $43.4  million
compared with $46.2 million reported in the same period of 1999. Lower


                                       18
<PAGE>

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



operating results were primarily attributable to the higher cost of raw material
purchases,  principally  the cost of asphalt and  increased  demand for asphalt,
partially offset by higher average selling prices and lower manufacturing costs.

         Interest  expense  was $25.0  million  for the first six months of 2000
versus $24.8 million reported in the same period of 1999, and other expense, net
was $3.4 million  compared with other income,  net of $6.6 million in 1999, with
the decrease primarily attributable to lower investment income.

Liquidity and Financial Condition

         Net cash outflow  during the first six months of 2000 was $66.6 million
before financing  activities,  and included the use of $47.3 million of cash for
operations,  the  reinvestment  of  $28.7  million  for  capital  programs,  the
generation of $4.8 million from net sales of  available-for-sale  securities and
other  short-term  investments,  and  proceeds  from the sale of $4.6 million of
assets of the LL Building Products Inc. subsidiary.

         Cash  invested in  additional  working  capital  totaled  $68.6 million
during the first six months of 2000,  primarily reflecting seasonal increases in
inventories of $23.1 million and $65.0 million in receivables, including a $56.3
million increase in the receivable from the trust which purchases certain of the
Company's  trade  accounts  receivable,  partially  offset  by a  $28.0  million
increase in accounts  payable.  The net cash used for operating  activities also
included an $11.2 million cash outflow for net advances to the Company's  parent
companies and affiliates.

         Net cash provided by financing  activities totaled $74.3 million during
the first six months of 2000,  mainly  reflecting  $40.0  million in  borrowings
under the Company's bank revolving  credit facility  together with $41.6 million
in proceeds from the sale of the Company's trade  receivables,  partially offset
by $4.1 million of financing fees and expenses (related to plants  substantially
completed in Michigan City, Indiana and Shafter, California).

         As a  result  of the  foregoing  factors,  cash  and  cash  equivalents
increased by $7.7 million  during the first six months of 2000 to $63.7 million,
excluding $35.5 million of trading and available-for-sale securities.

         On July 5, 2000,  the Company  issued $35 million of its 10 1/2% Senior
Notes due 2002 (the "2002 Notes") at 97.161% of the principal  amount.  Building
Materials   Investment   Corporation   and  Building   Materials   Manufacturing
Corporation  guaranteed the Company's  obligations under the 2002 Notes. 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, will be recorded as an
extraordinary item in the third quarter of 2000.

         See  Note  4  to  Consolidated  Financial  Statements  for  information
regarding contingencies.

                                       19
<PAGE>





Forward-looking Statements

     This   Quarterly   Report  on  Form  10-Q  contains  both   historical  and
forward-looking  statements.  All statements other than statements of historical
fact are, or may be deemed to be, forward-looking  statements within the meaning
of section 27A of the  Securities  Act of 1933 and section 21E of the Securities
Exchange Act of 1934. These forward-looking  statements are only predictions and
generally can be identified  by use of statements  that include  phrases such as
"believe," "expect," "anticipate," "intend," "plan," "foresee" or other words or
phrases of similar  import.  Similarly,  statements  that describe the Company's
objectives,  plans or goals also are forward-looking  statements.  The Company's
operations  are  subject to certain  risks and  uncertainties  that could  cause
actual  results to differ  materially  from those  contemplated  by the relevant
forward-looking  statement.  The forward-looking  statements included herein are
made only as of the date of this  Quarterly  Report on Form 10-Q and the Company
undertakes no obligation to publicly update such  forward-looking  statements to
reflect  subsequent  events or  circumstances.  No assurances  can be given that
projected results or events will be achieved.




                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 July 2, 2000.















                                       20
<PAGE>



                                    PART II

                               OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K


(a)      Exhibits

         27. Financial Data Schedule for the six months ended July 2, 2000,
             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 July 2, 2000.
















                                       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:  August 16, 2000                BY: /s/William C. Lang
       -----------------              ------------------

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


DATE:  August 16, 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:  August 16, 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
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