<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM 10-K

(MARK ONE)



        [X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

                       FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999.
                                        OR

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

                       FOR THE TRANSITION PERIOD FROM________TO________

                          COMMISSION FILE NO. 000-29464

                            ROCK OF AGES CORPORATION

             (Exact name of registrant as specified in its charter)

                                   -----------

                DELAWARE                                     030153200
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                   Identification Number)

          772 GRANITEVILLE ROAD                               05654
          GRANITEVILLE, VERMONT                             (Zip Code)
(Address of principal executive offices)



       Registrant's telephone number, including area code: (802) 476-3121

           Securities registered pursuant to Section 12(b) of the Act:

      TITLE OF EACH CLASS                              NAME OF EACH EXCHANGE
                                                        ON WHICH REGISTERED
             None


           Securities registered pursuant to Section 12(g) of the Act:

                      CLASS A COMMON STOCK, PAR VALUE $0.01
                                (Title of Class)


         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



<PAGE>   2

registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         As of March 21, 2000, the aggregate market value of the registrant's
voting stock (including Class B Common Stock, par value $.01 per share ("Class B
Common Stock"), which is convertible on a share-for-share basis into Class A
Common Stock, par value $.01 per share ("Class A Common Stock" and, together
with Class B Common Stock, "Common Stock")), held by non-affiliates of the
registrant was $38,412,603. As of March 21, 2000, there were outstanding
4,359,580 shares of Class A Common Stock and 3,104,137 shares of Class B Common
Stock.





<PAGE>   3



                                TABLE OF CONTENTS
                                     PART I
                                                                            PAGE
                                                                            ----
ITEM 1.   BUSINESS                                                            1
ITEM 2.   PROPERTIES                                                          6
ITEM 3.   LEGAL PROCEEDINGS                                                   9
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS             9

                                     PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS                                                 9
ITEM 6.   SELECTED FINANCIAL DATA                                            11
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS                                              12
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK         16
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA                         16
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE                                               16

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS                                   17
ITEM 11.  EXECUTIVE COMPENSATION                                             18
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT     22
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                     23

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K    24
          INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL
          STATEMENT SCHEDULE SIGNATURES                                      25




<PAGE>   4


                                     PART I

ITEM 1. BUSINESS


GENERAL

         Rock of Ages Corporation ("Rock of Ages" or the "Company") was founded
in 1885 and is an integrated granite quarrier, manufacturer and retailer whose
principal product is granite memorials used primarily in cemeteries. The Company
believes that it is the largest quarrier, manufacturer and retailer of finished
granite memorials and granite blocks for memorial use in North America, based on
revenues. The Company owns and operates 13 active quarry properties and 10
manufacturing and sawing facilities in North America, principally in Vermont,
Georgia and the Province of Quebec. The Company markets and distributes its
memorials on a retail basis through 97 Company-owned retail sales outlets as of
March 21, 2000 in the states indicated in Item 2 below. The Company also sells
memorials wholesale to approximately 2,100 independent memorial retailers in the
United States and Canada, including approximately 400 independent authorized
Rock of Ages retailers that, in addition to the Company's owned retail sales
outlets, are the primary outlet for the Company's branded memorials. The Company
markets its memorials at four quality and price points under four separate brand
names: Rock of Ages Signature, Rock of Ages Sealmark, Golden Rule by Rock of
Ages and Stone Eternal by Rock of Ages. The Company also sells non-branded
memorials. The Company believes the Rock of Ages trademark is one of the oldest
and best known brand names in the granite memorialization industry. The Company
actively promotes its brand names and places a seal bearing the brand name on
each branded memorial. All Rock of Ages branded memorials are supported by a
perpetual warranty with varying levels of coverage depending on the brand.

         The Company estimates that 80% or more of all granite memorials
manufactured in North America are made in one of four regions: Barre, Vermont;
Beebe, Quebec; Elberton, Georgia, and an area encompassing Milbank, South
Dakota, Cold Spring, Minnesota, and Wausau, Wisconsin known in the industry as
the "Northwest". The Company has solidified its leading position in the granite
memorial business primarily through acquisitions of quarries and of major
granite memorial manufacturers, principally in three of these four regions.

         In 1999, the Company continued its strategy to vertically integrate
into the retail channel by acquiring 13 memorial retailers in 13 separate and
independent transactions, thereby acquiring 50 retail sales outlets in the
states of Iowa, Illinois, Ohio, Wisconsin, Pennsylvania, Rhode Island,
Connecticut, Massachusetts and New Jersey (the "1999 Retail Acquisitions"). The
Company paid a total aggregate purchase price in the 1999 Retail Acquisitions of
approximately $13.7 million, comprised of $13.1 million in cash and assumed
interest bearing debt and 52,623 shares of Class A Common Stock having an
aggregate market value of $640,000 as of the respective closings of these
acquisitions.

         In May 1999, the Company sold certain manufacturing assets in Elberton,
Georgia back to the original owners from whom it had purchased them in June 1997
(the "Keystone Sale"). In exchange for these assets, the Company received
263,441 shares of its Class B Common Stock held by the Keystone owners. These
shares were then retired. In connection with this transaction, the Company
recognized a loss on disposal of assets of approximately $845,000 or $.11 per
diluted share, during the 1999 fiscal year. This nonrecurring charge had no
impact on the Company's tax liability or overall cash position. See Item 13 -
"Certain Relationships and Related Transactions" for more information regarding
the Keystone Sale.

         The Company has operations in three business segments: Quarrying,
Manufacturing and Retailing. Included within the business segments are
operations that are unincorporated divisions of Rock of Ages and others that are
separately incorporated subsidiaries. Financial information by business segment
and geographic area is incorporated herein by reference to note 14 to the
Consolidated Financial Statements of the Company. In addition, information
regarding the revenues of each business segment is incorporated herein by
reference to Item 7-"Management's Discussion and Analysis of Financial Condition
and Results of Operations." Additional information regarding each business
segment and Rock of Ages in general is set forth below.



<PAGE>   5


GROWTH STRATEGY

         The Company seeks to expand the scope and profitability of its
operations through a growth strategy that focuses on forward vertical
integration into retailing, thereby enabling the Company to move closer to the
ultimate customer. The principal elements of the growth strategy include the
following:

*    Expansion of Company-Owned Retail Network. The Company anticipates that it
     will continue to acquire independent granite memorial retailers in selected
     markets in North America in order to further develop its network of
     Company-owned Rock of Ages retailers, thereby capturing the higher margins
     (relative to quarrying and manufacturing margins) that have historically
     existed at the retail level.

*    Increased Emphasis on Independent Authorized Dealers. The Company will seek
     to increase sales to independent authorized Rock of Ages retailers that are
     current or potential customers of the Company in furtherance of its efforts
     to build an integrated retail network consisting of Company-owned and
     independent authorized Rock of Ages retail outlets that sell the Company's
     brands.

*    Brand Enhancement. The Company believes that the Rock of Ages brand is one
     of the best known brand names in the memorial industry. The Company
     anticipates that it will, as a part of building its integrated network of
     Company-owned retailers, continue to increase promotion of and advertising
     expenditures on the Rock of Ages brand and other proprietary brands sold at
     its Company-owned retail outlets and independent authorized Rock of Ages
     dealers.

*    Pre-Need Selling Program. The Company intends to initiate an active
     pre-need selling program for granite memorials at its Company-owned retail
     locations and to assist its independent Rock of Ages authorized retailers
     in developing similar programs. Currently, the best estimate of the Company
     is that less than 10% of granite memorials are sold pre-need.

*    Strategic Alliances with Funeral Homes and Cemeteries. The Company
     anticipates that it will pursue strategic alliances with funeral home and
     cemetery owners, including consolidators, to sell granite memorials in
     cooperation with them, in order to increase both pre-need and at-need sales
     of granite memorials.

*    Selected Acquisitions of Quarriers and Manufacturers. While the Company
     owns or controls many of the highest quality memorial grade granite
     quarries in North America, the Company will continue to explore the
     possibility of acquiring selected memorial grade granite quarriers and
     manufacturers in North America and internationally to assure that it will
     continue to have the colors and grades of granites sought by retail
     purchasers of granite memorials in North America.

*    Other Product Line Enhancements. The Company intends to continue to expand
     and enhance its memorial product lines in color, design and style. The
     Company's objective is to provide a full range of memorials available at
     various price ranges.

PRODUCTS

         The Company's principal products may be classified into three general
product lines: granite quarry products, manufactured granite products and
non-granite memorials. The principal raw material for both granite product lines
is natural granite as it comes from the ground with the primary difference
between the product lines being the extent of the processing or manufacturing of
the granite.

Granite Quarry Products. The principal quarry product sold by the Company is
granite blocks, the raw material of the dimension granite industry. These blocks
are extracted from quarries in various sizes through a drilling, blasting and
wire sawing process in the quarry. The range of block sizes is large, but most
manufacturers of granite memorials and other products generally require minimum
dimensions of height, width and length to maximize the efficiency of their block
sawing equipment in meeting the required dimensions of the finished product.
Granite blocks are normally sold in heights from 2'6" to 5', widths of 3' to 5',
and lengths from 7' to 10'. These blocks typically weigh between 20 and 30 tons.

         Granite differs from deposit to deposit by color, grade and/or quality.
Rock of Ages owns, quarries and sells blocks of (i) gray granites from its
Barre, Vermont, Elberton, Georgia, and Stanstead, Quebec quarries, (ii) black
granite


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from its American Black quarry in Pennsylvania, (iii) pink granites from its
Laurentian Pink quarry in Quebec and its Salisbury Pink quarry in North
Carolina, (iv) white granite from its Bethel White quarry in Vermont and its
Gardenia White quarry in North Carolina, (v) brownish red granite from its
Autumn Rose quarry in Oklahoma and (vi) grayish pink granites from its Kershaw
and Coral Gray quarries in South Carolina.

         The Company sells granite blocks for memorial, building and other uses.
While each of the quarries owned by the Company sells granite for memorial use
and for building use, the output of the Bethel White quarry, the Gardenia White
quarry and the Salisbury Pink quarry are primarily sold and used for building
granite use outside North America and the output of the other quarries is
primarily used for memorial use in North America. The Company has an exclusive
supply agreement with Eurimex, a societe anonyme of Luxembourg ("Eurimex"),
whereby the Company appointed Eurimex as its exclusive distributor outside of
North America, as specified in the agreement, of Salisbury Pink granite, for a
term of six years. This agreement expires on December 31, 2003. The Company
distributes Bethel White, Gardenia White and other owned granites outside North
America using its own sales personnel, commissioned agents and stocking
distributors.

         Granite blocks sold by the Company in North America are sold by a
quarry sales force. The Company's quarry sales force markets and advertises its
granite blocks in various trade publications and by attending various trade
shows in North America. Outside of North America, the Company generally sells to
the user or independent distributors who buy blocks from the Company and resell
them. This includes Rock of Ages Asia, a 50% Company-owned corporation.

         Other quarry products include waste pieces not of a shape or size
suitable for manufacturing which are sold for rip rap for embankments, bridges
or piers, and for other uses. In various quarries, the Company has arrangements
with crusher operators who operate on or near the Company's quarries and sell
crushed stone. The revenues and profits of these operations are not material.
The Company has no marketing and advertising programs for these other quarry
products.

Manufactured Products. The principal manufactured product of Rock of Ages is
granite memorials, which are sold to retailers of granite memorials, including
Company-owned outlets, and substantially all of which are placed in cemeteries
in remembrance of the life of a person or persons. The memorials sold by the
Company encompass a wide range of granites, including granite blocks purchased
from others, as well as a wide range of sizes, styles and shapes ranging from
small, inexpensive markers set flush to the ground to very elaborate and
expensive personal mausoleums of larger sizes available at various price ranges.
The broad classifications of granite memorials used by the industry are
generally markers, hickeys, slants, standard uprights, estate uprights,
pre-assembled mausoleums and conventional mausoleums. From time to time memorial
retailers or others order granite products such as benches, steps and other
products that may or may not be for cemetery use. These are classified by the
Company as memorial sales.

         The Company is widely recognized for the personalized granite memorials
it produces and the very large memorials it can produce. It has made memorials
as large as thirty-five feet in length from one block of granite, including a
full size granite replica of a Mercedes Benz automobile.

         The Company's granite memorials are sold to retailers by the Company's
memorial sales force which regularly speaks with customers by phone and makes
personal visits to customers. The Company provides various point of sale
materials to its owned and independent authorized Rock of Ages dealers. The
Company also advertises in various trade publications.

         The Company also manufactures certain precision granite products, which
are made along with memorials at one of the Company's Barre, Vermont plants.
These products include surface plates, machine bases, coordinate measuring
devices, and other products manufactured to exacting dimensions. These products
are sold to the manufacturers of precision measuring devices or end users.
Precision products are sold by a precision products sales force which phones or
visits customers. The Company does little or no advertising of its precision
products.

Retail Products. The Company's retail division markets and sells granite,
bronze and marble memorials primarily to consumers. The Company currently
operates 97 retail outlets in 15 states. The granite memorials sold at retail
also vary widely and are of the same types as those manufactured by the Company.
The Company's retail operations utilize a retail sales force which markets and
sells memorials through phone calls and direct meetings with customers in their
homes and at retail sales offices. The Company advertises and promotes retail
sales through direct mail material, yellow page listings


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<PAGE>   7

and newspaper advertising. The Company's retail sales outlets are positioned to
sell branded and unbranded memorials at all price points and qualities.

MANUFACTURING AND RAW MATERIALS

         The Company quarries and manufactures granite in the United States and
Canada at the locations detailed in Item 2 "Properties." In 1999, the Company
acquired new equipment for certain of its quarries and plants. There were no
plants acquired or material additions to plants in 1999. Management believes
that the Company's manufacturing and quarrying capacity is generally sufficient
to meet anticipated production requirements for the foreseeable future.

         The most significant raw material used by the Company in its
manufacturing operations is granite blocks primarily from the Company's
quarries. The Company has an adequate supply from its quarries to supply its
manufacturing operations. The Company also purchases certain colors of granite,
primarily red and black, from other quarriers. The Company believes there is an
adequate supply of memorial granite available from its quarries and quarries
owned by others for the foreseeable future.

         Other significant raw materials used by the Company include industrial
diamond segments for saw blades and wires, drill steel, drill bits and
abrasives. There are a number of sources for these raw materials at competitive
prices.

         The Company had manufacturing backlogs of $9.5 million as of December
31, 1999 and $16.1 million as of December 31, 1998. These backlogs occurred in
the normal course of business. The Company does not have a material backlog in
its quarrying operations. The Company had retail backlogs of $11.1 million as of
December 31, 1999 and $7.0 million as of December 31, 1998. The Company expects
that substantially all of the backlog orders will be filled during the 2000
fiscal year.

         The Company does not normally maintain a significant inventory of
finished manufactured products in anticipation of future orders in its
manufacturing operations. The Company does maintain a significant inventory of
memorials for display and delivery purposes at its retail operations.
Approximately 75% of the Company's manufactured product orders and retail orders
are delivered within two to twelve weeks, as is customary in the granite
memorial industry. The delivery time depends on the size and complexity of the
memorial. The Company does accumulate inventory of granite blocks from September
through December in preparation for the winter months when its northern quarries
are inactive.

         Because the Company's Barre quarries are closed from mid-December
through mid-March, in December each year the Company provides special 90 day
payment terms at these quarries for all blocks purchased in the month of
December. Customers' manufacturing plants generally remain open during most of
this period, and most customers prefer to assure they own blocks of a size and
quality selected by them prior to the closure. All blocks purchased from the
Company's Barre quarries in December on deferred payment terms are invoiced on
or about December 31 and removed from the Company's inventory with title passing
to the buyer. Payment terms are one-third of the invoice amount on January 15,
one-third on February 15, and one-third on March 15. This program provides
essentially the normal 30 day payment terms during the months when the Barre
quarries are closed, notwithstanding the customer's purchase of a three month
supply in December. Customers need not use these terms and may buy from
inventory during the closure period on a first come first served basis with
normal 30 day terms.



                                       4

<PAGE>   8


RESEARCH AND DEVELOPMENT

         The Company does not have a research and development department for any
of its products. The Company regularly conducts market research, as well as
research on new product designs and on equipment to improve the Company's
technology. These activities are not separately accounted for as research, and
the Company had no expenditures classified for financial reporting purposes as
research in 1997, 1998 or 1999.

COMPETITION

         The granite memorial industry is highly competitive. The Company
competes with other granite quarriers and manufacturers in the sale of granite
blocks on the basis of price, color, quality, geographic proximity, service,
design availability and availability of supply. All of the Company's colors of
granite are subject to competition from granite blocks of similar color supplied
by quarriers located throughout the world. There are approximately 140
manufacturers of granite memorials in North America. There are also
manufacturers of granite memorials in India, South Africa, China and Portugal
that sell finished memorials in North America. The Company competes based upon
price, breadth of product line and design availability as well as production
capabilities and delivery options. The Company's quarrying and manufacturing
competitors include both domestic and international companies, some of which may
have greater financial, technical, manufacturing, marketing and other resources
than the Company. Additionally, foreign competitors of the Company may have
access to lower cost labor and better commercial deposits of memorial grade
granite, and may be subject to less restrictive regulatory requirements than the
Company. Companies in South Africa, India, China and Portugal also manufacture
and export finished granite memorials into North America.

         The competition for retail sales of granite memorials faced by the
Company's retail outlets is also intense and is based on price, quality,
service, design availability and breadth of product line. Competitors include
funeral home and cemetery owners, including consolidators, which have greater
financial resources than the Company, as well as approximately 3,000 independent
retailers of granite memorials located outside of cemeteries and funeral homes.

PATENTS, TRADEMARKS AND LICENSES

         The Company holds a number of domestic and foreign patents, trademarks
and copyrights, including the original registered trademark "Rock of Ages" which
the Company first registered in 1913. The Company believes the loss of a single
patent, trademark or copyright, other than the "Rock of Ages" trademark, would
not have a material adverse effect on the Company's business, financial
condition or results of operations.

EMPLOYEES

         As of December 31, 1999, the Company had approximately 1,078 employees.

         The Company's collective bargaining agreements with the Granite Cutters
Association and the United Steelworkers of America, respectively, which together
represent approximately 260 of the Company's employees, expire on May 1, 2000.
The Company is currently negotiating renewal contracts. No assurance can be
given that an agreement will be reached on satisfactory terms or otherwise.

SEASONALITY

         Historically, the Company's operations have experienced certain
seasonal patterns. Generally, the Company's net sales are highest in the third
quarter and lowest in the first quarter of each year due primarily to weather.
See Item 7 - "Management's Discussion and Analysis of Financial Conditions and
Results of Operations-Seasonality."

REGULATION AND ENVIRONMENTAL COMPLIANCE

         The Company's quarry and manufacturing operations are subject to
substantial regulation by federal and state governmental statutes and agencies,
including OSHA, the Mine Safety and Health Administration and similar state and
Canadian authorities. The Company's operations are also subject to extensive
laws, and regulations administered by the EPA and similar state and Canadian
authorities for the protection of the environment, including those relating to
air and water quality, and solid and hazardous waste handling and disposal.
These laws and regulations may require the Company to fund remedial action or to
pay damages regardless of fault. Environmental laws and regulations may also
impose


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<PAGE>   9

liability with respect to divested or terminated operations even if the
operations were divested or terminated many years ago. In addition, current and
future environmental or occupational health and safety laws, regulations or
regulatory interpretations may require significant expenditures for compliance
which could require the Company to modify its operations. The Company cannot
predict the effect of such laws, regulations or regulatory interpretations on
its business, financial condition or results of operations. The Company expects
to be able to continue to comply, in all material respects, with existing laws
and regulations.

FORWARD-LOOKING STATEMENTS

         Certain statements in this Annual Report on Form 10-K, and other oral
and written statements made by the Company from time to time, are
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, including those that discuss strategies,
goals, outlook or other non-historical matters, or projected or anticipated
revenues, income, returns or other financial measures. These forward-looking
statements are subject to numerous risks and uncertainties that may cause actual
results to differ materially from those contained in such statements. These
risks and uncertainties include the ability of the Company to continue to
identify suitable retail acquisition candidates, to consummate additional retail
acquisitions on acceptable terms and to successfully integrate the operations of
such acquired entities.

         Other factors and assumptions that could generally cause the Company's
actual results to differ materially from those included in the forward-looking
statements made herein include the effects of general economic conditions in the
United States or abroad, changes in competitive market conditions, changes in
the Company's business strategy or an inability of the Company to implement its
growth strategy due to unanticipated changes in general economic conditions, the
Company's ability to negotiate collective bargaining agreements, competitive
market conditions or other factors, demand for the Company's products and the
sufficiency of the Company's production capacity to meet future demand for its
products. Other factors and assumptions not identified above were also involved
in the derivation of the forward-looking statements contained in this Annual
Report on Form 10-K, and such other factors and the failure of such other
assumptions to be realized, may also cause actual results to differ materially
from those projected. The Company assumes no obligation to update these
forward-looking statements to reflect actual results or changes in factors or
assumptions affecting such forward-looking statements.

ITEM 2. PROPERTIES

         The Company owns the following quarry and manufacturing properties:

<TABLE>
<CAPTION>
PROPERTY                                FUNCTION
--------                                --------

<S>                                     <C>
VERMONT
 Barre
          Quarry Properties
               E. L. Smith Quarry      Quarrying of dimensional Barre Gray granite blocks
               Adam-Pirie Quarry       Quarrying of dimensional Barre Gray granite blocks
          Manufacturing Properties
               Associated Saw Plant    Finished product storage
               Rock of Ages
                Manufacturing Plant     Manufacturing of memorials
               Press Roll Production
                Plant                   Manufacturing of granite press rolls
               Rock of Ages Saw
                Plant #1                Slabbing of granite blocks
               Lawson Production Plant  Slabbing of granite blocks and memorials production facility
 Bethel
          Qarry Properties
               Bethel Quarry            Quarrying of dimensional Bethel White granite blocks

GEORGIA
 Madison County
          Quarry Properties
               Royalty/Berkeley
                Quarries                Quarrying of dimensional Royalty Blue and Berkeley Blue granite blocks
 Oglethorpe County
</TABLE>

                                       6
<PAGE>   10

<TABLE>

<S>                                     <C>
          Quarry Properties
               Millstone Quarry         Quarrying of dimensional Millstone Gray
 Elberton
          Manufacturing Properties
               Southern Mausoleum Plant Manufacturing of mausoleums
               Childs & Childs Plant    Manufacturing of memorials

CANADA
 Stanstead, Quebec
          Quarry Properties
               Stanstead Quarry         Quarrying of dimensional Stanstead Gray granite blocks
 Guenette, Quebec
          Quarry Properties
               Laurentian Quarry        Quarrying of dimensional Laurentian Rose granite blocks
 Beebe Plain, Quebec
          Manufacturing Properties
               Rock of Ages
                Manufacturing Plant      Manufacturing of memorials
               Adru Manufacturing Plant  Manufacturing of memorials

PENNSYLVANIA
 St. Peters
          Quarry Properties
               American Black Quarry     Quarrying of dimensional American Black granite blocks
          Manufacturing Properties
               Saw Plant                 Slabbing of granite blocks

NORTH CAROLINA
 Salisbury
          Quarry Properties
               Salisbury Pink Quarry     Quarrying of dimensional Salisbury Pink granite blocks
 Rockwell
          Quarry Properties
               Gardenia White Quarry     Quarrying of dimensional Gardenia White granite blocks

OKLAHOMA
 Mill Creek
          Quarry Properties
               Autumn Rose Quarry        Quarrying of dimensional Autumn Rose granite blocks

SOUTH CAROLINA
 Kershaw County
          Quarry Properties
               Kershaw Quarry            Quarrying of dimensional Kershaw granite blocks
 Lancaster County
          Quarry Properties
               Coral Gray Quarry         Quarrying of dimensional Coral Gray granite blocks
</TABLE>


         In addition, the Company owns 97 retail sales outlets and 17 associated
sand blasting facilities in the states of Georgia, Iowa, Illinois, Minnesota,
Connecticut, Massachusetts, Rhode Island, Nebraska, New Jersey, Pennsylvania,
Ohio, South Dakota, Kentucky, Wisconsin and Missouri. In certain cases, the
Company leases, under customary lease arrangements, the land or other real
estate associated with these outlets and facilities.

         The following table sets forth certain information relating to the
Company's quarry properties. Each of the quarries listed below: (i) is owned by
the Company (other than the Kershaw quarry, which is leased with 39 years
remaining on the lease); (ii) is an open-pit quarry; (iii) contains granite that
is suitable for extraction as dimension granite for memorial or other use; (iv)
is serviced by electricity provided by local utility companies (other than the
Bethel quarry which is serviced by internal generators); and (v) has adequate
and modern extraction and other equipment. The Company presently has no
exploration plans.


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<PAGE>   11


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                              NET
                    APPROXIMATE                                                                           NET SALEABLE     SALEABLE
                      DATE OF                                                MEANS           TOTAL        RECOVERABLE    RECOVERABLE
                   COMMENCEMENT      PRIOR OWNER                              OF          ORIGINAL COST   RESERVES(1)      RESERVES
QUARRY             OF OPERATIONS   (DATE ACQUIRED)                          ACCESS      OF EACH PROPERTY  (CUBIC FEET)    (YEARS)(2)
------------------------------------------------------------------------------------------------------------------------------------

<S>                   <C>          <C>                                     <C>             <C>            <C>               <C>
E.L. Smith            1880         E.L. Smith Quarry Co. (1948)            Paved road      $7,562,676     2,459,534,000     4,918

Adam-Pirie            1880         J.K. Pirie Quarry (1955)                Paved road      $4,211,363       984,886,000     6,559

Bethel                1900         Woodbury Granite Company, Inc. (1957)   Dirt road         $174,024        76,529,000       382

Royalty/Berkeley      1923         Coggins Granite (1991)                  Paved road      $2,794,500         6,691,000        67

Millstone             1985         Coggins Granite (1991)                  Paved road      $1,195,900         5,599,000        55

Stanstead             1920         Brodies Limited and Stanstead Granite   Paved road        $505,453        32,563,000       216
                                   Company (1960)

Laurentian Pink       1944         Brodies Limited (1960)                  Paved road        $860,115         3,864,000        51

American Black        1973         Pennsylvania Granite Inc. (1997)        Paved road      $2,900,000        14,615,000        97

Salisbury             1918         Pennsylvania Granite Inc. (1997)        Paved road      $3,886,592        19,344,000        86

Autumn Rose           1969         Autumn Rose Quarry Inc. (1997)          Paved road        $200,000           708,000        21

Kershaw               1955         Pennsylvania Granite Inc. (1997)        Paved road        $200,000           591,000        21

Coral Gray            1955         Pennsylvania Granite Inc. (1997)        Paved road        $200,000       No estimate        No
                                                                                                                            estimate
Gardenia White        1995         J. Greg Faith                           Dirt road       $4,633,000         2,602,000        37
                                   Thomas E. Ebans, Sr.
                                   David S. Hooker
                                   William L. Comolli
                                   (1998)

------------------------------------------------------------------------------------------------------------------------------------
-----------
</TABLE>

(1)      Net saleable reserves are based on internal Company estimates, except
         for the reserves for the E.L. Smith, Adam-Pirie and Bethel quarries,
         which are based on independent assessments by CA Rich Consultants,
         Inc., and for the Gardenia White quarry, which are based on an
         independent assessment by Geomapping Associates.
(2)      Based on internal Company estimates using current production levels.

         The estimates of saleable reserves of the Company are based on
historical quarry operations, workable reserves in the existing quarries and
immediately adjacent areas, current work force sizes and current demand. While
quarry operations decrease the granite deposits, the size of the granite
deposits in which the Company's quarries are located are large and extend well
beyond existing working quarry perimeters. The Company has historically expanded
quarry perimeters or opened other quarries in the deposit as necessary to
utilize reserves and the Company believes it has adequate acreage for expansions
as and when necessary. The Company has no reason to believe that it will deplete
its granite reserves at any time in the foreseeable future.

         Dimension granite is not considered a valuable mineral or commodity
such as gold, nor is it traded on any commodities exchange. The prices charged
by the Company to third parties for granite blocks depend on the characteristics
such as color of and costs to quarry each granite block. The price per cubic
foot currently charged by the Company for its granite blocks is generally
comparable to other granite suppliers and typically does not exceed $30.


                                       8
<PAGE>   12

ITEM 3. LEGAL PROCEEDINGS

         The Company is a party to legal proceedings that arise from time to
time in the ordinary course of its business. While the outcome of these
proceedings cannot be predicted with certainty, management does not expect these
matters to have a material adverse effect on the Company.

         The Company carries insurance with coverages that it believes to be
customary in its industry. Although there can be no assurance that such
insurance will be sufficient to protect the Company against all contingencies,
management believes that its insurance protection is reasonable in view of the
nature and scope of the Company's operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of the Company's security holders,
through the solicitation of proxies or otherwise, during the fourth quarter of
the fiscal year covered by this Annual Report on Form 10-K.

                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS

         The Class A Common Stock is traded on the Nasdaq(R) National Market
under the symbol "ROAC." There is currently no established public trading market
for the Class B Common Stock. The Class A Common Stock commenced public trading
on October 21, 1997. The table below sets forth the quarterly high and low sales
quotations for the Class A Common Stock for each full quarterly period during
fiscal years 1998 and 1999, compiled from information supplied by Nasdaq(R). All
prices represent inter dealer quotations without retail mark ups, mark downs or
commissions, and may not necessarily represent actual transactions.

                                                                     1998
                                                              ----------------
                                                               HIGH       LOW
                                                              ------     ------
First Quarter............................................     18 1/4     14 1/4
Second Quarter. .........................................     18 1/4     15 1/8
Third Quarter............................................     16 1/2      9
Fourth Quarter...........................................     16         10


                                                                     1999
                                                               ----------------
                                                                HIGH      LOW
                                                               -------   ------
First Quarter............................................      14 15/16  10 3/8
Second Quarter. .........................................      12         9 3/4
Third Quarter............................................      11         6 1/16
Fourth Quarter...........................................       7  1/8    4 1/4



         As of March 23, 2000, based upon information provided by the Company's
transfer agent, there were 288 record holders of Class A Common Stock and 33
record holders of Class B Common Stock, which numbers do not include
stockholders who beneficially own shares held in street name by brokers.

         The Company has not declared or paid a cash dividend since the Class A
Common Stock commenced public trading. The Company does not anticipate paying
cash dividends in the foreseeable future, but intends to retain any future
earnings for reinvestment in its business. Any future determination to pay cash
dividends will be at the discretion of the Board of Directors and will be
dependent upon the Company's financial condition, results of operations, capital
requirements, contractual restrictions and such other factors as the Board of
Directors deems relevant.


                                       9
<PAGE>   13

RECENT SALES OF UNREGISTERED SECURITIES

         During fiscal 1999, in connection with the 1999 Retail Acquisitions,
the Company issued and sold to the respective individual owners of the acquired
retailers (the "Acquired Retail Owners"), as partial consideration for such
acquisitions, a total of 52,623 shares of Class A Common Stock (the "1999
Acquisition Shares"). The respective issuances and sales of the 1999 Acquisition
Shares were not registered under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance on the exemption provided by Section 4(2) thereof
as transactions by an issuer not involving any public offering, in that (i) the
1999 Acquisition Shares were issued and sold to the respective Acquired Retail
Owners who, at the respective times of entering into the respective agreements
providing for the respective 1999 Retail Acquisitions, represented to the
Company that they were "accredited investors" as such term is defined in the
Securities Act and that they were acquiring the respective 1999 Acquisition
Shares solely for investment for their own account and not with a view toward
the resale or distribution thereof, (ii) at such respective times the Company
provided written disclosure to the respective Acquired Retail Owners stating,
and the respective Acquired Retail Owners acknowledged, that the respective 1999
Acquisition Shares were not registered under the Securities Act and would be
subject to certain restrictions on transfer, (iii) the Company placed a
restricted share legend to such effect on the certificates representing the
respective 1999 Acquisition Shares and (iv) the Company did not engage in any
general solicitation or advertising in connection with entering into the
respective agreements providing for the 1999 Retail Acquisitions or the issuance
and sale of the respective 1999 Acquisition Shares.

                                       10

<PAGE>   14


ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

         The selected consolidated historical financial data presented below
under the captions "Statement of Operations Data" and "Balance Sheet Data" for
and as of the end of each of the years in the five-year period ended December
31, 1999 are derived from the consolidated financial statements of the Company,
which financial statements have been audited by KPMG LLP, independent certified
public accountants ("KPMG"). The following selected consolidated financial data
should be read in conjunction with Item 7 "Management's Discussion and Analysis
of Financial Condition and Results of Operations," and the Consolidated
Financial Statements of the Company, including the notes thereto, referred to in
Item 8.

<TABLE>
<CAPTION>
                                                                                  YEAR ENDED DECEMBER 31,
                                                                 ---------------------------------------------------
                                                                   1995       1996       1997       1998       1999
                                                                 -------    -------    -------    -------    -------
                                                                        (U.S. $ IN THOUSANDS, EXCEPT PER SHARE DATA)

<S>                                                              <C>        <C>        <C>        <C>        <C>
STATEMENT OF OPERATIONS DATA:
Net revenues:
         Quarrying ..........................................    $15,295    $12,083    $14,090    $19,225    $22,181
         Manufacturing ......................................     17,793     32,586     38,336     44,294     37,414
         Retailing ..........................................                            1,781     18,597     36,933
                           Total net revenues ...............     33,088     44,669     54,207     82,746     96,527
Gross Profit:
         Quarrying ..........................................      6,104      5,158      5,606      8,780      9,973
         Manufacturing ......................................      4,345      8,248      9,302     10,842      7,791
         Retailing ..........................................                            1,198     10,799     19,579
                           Total gross profit ...............     10,449     13,406     16,106     30,421     37,344
Selling, general and administrative expenses ................      6,453      9,131     11,036     20,371     31,241
Income from operations ......................................      3,996      4,275      5,070     10,050      6,103
Loss on sale of assets ......................................         --         --         --         --        845
Interest expense ............................................      1,678      1,723      1,576        511      2,034
Other expenses ..............................................        564
Income before provision for income taxes ....................      1,754      2,552      3,494      9,539      3,224
Provision for income taxes ..................................        358        643        849      2,303      1,395
Net income before cumulative effect of a change in accounting
principle ...................................................    $ 1,396    $ 1,909    $ 2,645    $ 7,236    $ 1,829
Net income per share ........................................    $  0.40    $  0.55    $  0.62    $  0.98    $  0.22
Net income per share assuming dilution.......................    $  0.35    $  0.45    $  0.53    $  0.91    $  0.21
Weighted average number of shares outstanding ...............      3,500      3,500      4,290      7,349      7,509
Weighted average number of shares outstanding assuming
  dilution ..................................................      4,027      4,208      4,997      7,984      7,826
</TABLE>


<TABLE>
<CAPTION>
                                                                                    AS OF DECEMBER 31,
                                                                 -----------------------------------------------------
                                                                  1995        1996       1997       1998        1999
                                                                 -------    -------    -------    --------    --------

<S>                                                              <C>        <C>        <C>        <C>         <C>
BALANCE SHEET DATA:
Cash and cash equivalents ...................................    $ 1,995    $   763    $ 8,637    $  4,701    $  4,877
Working capital .............................................     13,691     13,286     28,737      26,520      18,121
Total assets ................................................     48,101     47,995     93,137     121,893     130,669
Long-term debt, net of current maturities ...................     14,657     13,054        975      12,880      12,620
Stockholders' equity ........................................     15,479     17,371     77,844      85,837      86,382
</TABLE>


                                       11

<PAGE>   15


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

GENERAL

         Rock of Ages is an integrated quarrier, manufacturer, distributor and
retailer of granite and products manufactured from granite. The quarry division
sells granite blocks both to the manufacturing division and to outside
manufacturers, as well as to distributors in Europe and Japan. The manufacturing
division's principal product is granite memorials used primarily in cemeteries,
although it also manufactures some specialized granite products for industrial
applications. The retail division primarily sells granite memorials directly to
consumers.

         In June 1997, the Company acquired the successor to Keystone Memorials,
Inc. ("Keystone") and in October 1997, acquired Childs & Childs Granite Company
Inc. ("C&C"), both granite memorial manufacturers in Elberton, Georgia. In
connection with the Keystone and C&C acquisitions, the Company also acquired
Southern Mausoleums, Inc., (collectively referred to as the "Acquired
Manufacturing Operations"). Also in connection with the Keystone and C&C
acquisitions, the Company acquired three granite quarrying companies operating
quarries located in Georgia, Pennsylvania, North Carolina, South Carolina and
Oklahoma. In November 1998, the Company acquired another quarry company (the
"White Gardenia Quarry") in North Carolina. In October 1997, the Company
acquired the Keith Monument Company and related companies that are engaged in
the retail sales of granite memorials to consumers in the State of Kentucky.
During the year ended December 31, 1998, the Company acquired 13 more retail
monument companies, thereby expanding its retail presence to locations in
Georgia, Iowa, Illinois, Minnesota, Nebraska, New Jersey, Pennsylvania, Ohio and
South Dakota (the "1998 Retail Acquisitions"). During the year ended December
31, 1999, the Company acquired an additional 13 retail monument companies and in
so doing strengthened its existing retail presence in certain states while
expanding its retail presence to Connecticut, Rhode Island, Massachusetts and
Missouri (the "1999 Retail Acquisitions").

         In May 1999, the Company sold certain Keystone assets back to the
original owners from whom it had purchased them in June 1997 (the "Keystone
Sale"). In exchange for these assets, the company received 263,441 shares of its
Class B stock held by the Keystone owners. These shares were then retired. In
connection with this transaction, the Company recognized a loss on disposal of
assets of approximately $845,000 or $.11 per diluted share, during the 1999
fiscal year. This nonrecurring charge had no impact on the Company's tax
liability or overall cash position.

         The Company records revenues from quarrying, manufacturing and
retailing. The granite quarried by the Company is sold both to outside customers
and used by the Company's manufacturing division. The Company records revenue
and gross profit related to the sale of granite sold to an outside customer
either when the granite is shipped or when the customer selects and identifies
the blocks at the quarry site. The Company does not record a sale, nor does the
Company record gross profit, at the time granite is transferred to the Company's
manufacturing division. The Company records revenue and gross profit related to
internally transferred granite only after the granite is manufactured into a
finished product and sold to an outside customer. Manufacturing revenues related
to outside customers are recorded when the finished product is shipped from
Company facilities. Manufacturing revenues related to internally transferred
finished products are recorded when ultimately sold at retail to an outside
customer. Retailing revenues are recorded when the finished monument is placed
in the cemetery.

                                       12
<PAGE>   16



         The following table sets forth certain historical statement of
operations data as a percentage of net revenues with the exception of quarrying,
manufacturing and retailing gross profit, which are shown as a percentage of
quarrying, manufacturing and retailing revenues respectively.

                                                    YEAR ENDED DECEMBER 31,
                                                   --------------------------
                                                    1997      1998      1999
                                                   ------    ------    ------

STATEMENT OF OPERATIONS DATA:
Net Revenues:
         Quarrying ..........................       26.0%     23.2%     23.0%
         Manufacturing ......................       70.7%     54.3%     38.8%
         Retailing ..........................        3.3%     22.5%     38.3%
                   Total net revenues........      100.0%    100.0%    100.0%
GROSS PROFIT:
         Quarrying ..........................       39.8%     45.7%     45.0%
         Manufacturing ......................       24.3%     24.1%     20.8%
         Retailing ..........................       67.3%     58.1%     53.0%
                   Total gross profit........       29.7%     36.7%     38.7%
Selling, general & administrative expenses ..       20.3%     24.6%     32.4%
Income from operations ......................        9.4%     12.1%      6.3%
Loss on disposal of assets ..................         --        --        .9%
Interest expense ............................        2.9%      0.6%      2.1%
Income before provision for income taxes ....        6.5%     11.5%      3.3%
Provision for income taxes ..................        1.6%      2.8%      1.4%
Net income ..................................        4.9%      8.7%      1.9%
                                                   =====     =====     =====

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998.

   Revenues for the fiscal year ended December 31, 1999 increased 16.7% to $96.6
million from $82.7 million for the year ended December 31, 1998. Quarrying
revenues increased $3.0 million, of which $1.1 million was due to owning and
operating the White Gardenia Quarry for the full year and the remaining $1.9
million from stronger sales at existing quarry operations. Manufacturing
revenues declined $7.5 million, primarily as a result of the Keystone Sale.
Retailing revenues increased $18.4 million due to the positive impact of a full
year's revenue from the 1998 Retail Acquisitions and revenues generated by the
1999 Retail Acquisitions.

   Gross profit for the fiscal year ended December 31, 1999 increased 22.7% to
$37.3 million from $30.4 million for the fiscal year ended December 31, 1998.
Quarrying gross profit increased $1.2 million as a result of the increase in
quarry sales. The quarrying gross profit percentage decreased to 45.0% in 1999
from 45.7% in 1998.

   Manufacturing gross profit decreased $3.1 million, which was attributable to
lower manufacturing revenues and inadequate pricing in the Company's monumental
operations. The manufacturing gross profit percentage decreased to 20.8% in 1999
from 24.1% in 1998.

   Retailing gross profit increased $8.8 million in 1999 as a result of the 1999
Retail Acquisitions and owning and operating the 1998 Retail Acquisitions for
the full 1999 fiscal year. However, the retailing gross profit percentage
declined from 58.1% to 53.0% due to operating the 1998 Retail Acquisitions
during the first quarter of fiscal year 1999, which is historically a poor
quarter due to seasonality, and delays in fully implementing the Company's
branding strategy and pricing policy at its retail locations. See Item 7 -
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Seasonality."

   Selling, general and administrative expenses for 1999 increased 53.3% to
$31.2 million from $20.4 million. As a percentage of net sales, these expenses
for 1999 increased to 32.4% from 24.6%. The absolute increase in selling,
general and administrative expenses was primarily caused by the Company's
increase in retail sales, which carry substantially higher selling costs than
the Company's other sources of revenue; the relative increase in selling,
general and


                                       13
<PAGE>   17

administrative expenses was primarily caused by the Company's continued
investment in people to support and foster the growth in its retail operations.

   Interest expense for the fiscal year ended December 31, 1999 increased to
$2.0 million from $.5 million for the fiscal year ended December 31, 1997. This
increase was due to increased borrowings by the Company to support its retail
acquisition growth strategy.

   Income taxes as a percentage of earnings before taxes increased to 43.3% in
1999 from 24.1% in 1998. This was primarily the result of three factors: (1) the
$845,000 loss from the Keystone Sale which was not deductible for tax purposes;
(2) an increase in the relative effect of state taxes and (3) an increase in the
effect of Canadian taxes due to a relatively high proportion of the Company's
profits being generated by its Canadian subsidiary.

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997.

         Revenues for the fiscal year ended December 31, 1998 increased 52.6% to
$82.7 million from $54.2 million for the year ended December 31, 1997. Quarrying
revenues increased $5.1 million, of which $.7 million was from existing quarry
operations and the remaining $4.4 million from Acquired Quarrying Operations,
primarily due to strong exports from the Salisbury quarry. Manufacturing
revenues increased $6.6 million primarily from the Acquired Manufacturing
Operations. Monument manufacturing revenue increases of $1.0 million from
existing operations were more than offset by a reduction of $2.7 million in
precision products revenues. The Company's Acquired Retailing Operations
accounted for the entire increase of $16.8 million in revenues for the retailing
segment.

         Gross profit for the fiscal year ended December 31, 1998 increased
88.9% to $30.4 million from $16.1 million for the fiscal year ended December 31,
1997. Quarrying gross profit from existing operations increased $1.2 million
reflecting increased productivity at all major quarry locations. The Company's
Acquired Quarrying Operations reported an increase in gross profit of $2.0
million for a total increase of $3.2 million from quarrying operations. The
quarrying gross profit percentage increased to 45.7% in 1998 from 39.8% in 1997.

         Manufacturing gross profit increased $1.5 million, which was
attributable to the Acquired Manufacturing Operations. Monumental manufacturing
gross profit increases of $2.2 million were offset by reductions in precision
products gross profit of $.7 million. The manufacturing gross profit percentage
decreased from 24.3% in 1997 to 24.1% in 1998 due to a decrease in sales of
higher margin precision products.

         The Company's Acquired Retailing Operations accounted for all of the
1998 gross profit of $10.8 million as prior to the Keith Monument acquisition in
October 1997 the Company had no retailing presence. The gross profit percentage
for these operations decreased to 58.1% in 1998 from 67.3% in 1997 principally
because 1997 results for these operations reflected the Company's highest margin
sales (by Keith Monument) and only for a partial year which did not include the
low seasonal first quarter.

         Selling, general and administrative expenses for 1998 increased 84.6%
to $20.4 million from $11.0 million in 1997. Acquired operations accounted for
all of this increase as the existing operations reported a reduction in selling,
general and administrative expenses of $.6 million. As a percentage of net
sales, these expenses for 1998 increased to 24.6% from 20.3% in 1997. This
increase is attributable to the introduction of retailing activities, which have
a higher level of selling, general and administrative expenses, and the
Company's investment in people in anticipation of continued growth.

         Interest expense for the fiscal year ended December 31, 1998 decreased
to $.5 million from $1.6 million for the fiscal year ended December 31, 1997.
This decrease is the result of the reduction of debt levels from the net
proceeds of the IPO. Debt levels did increase during the final two quarters of
1998 due to the implementation of the retail acquisition strategy.

         Income taxes as a percent of earnings before taxes decreased from 24.3%
in 1997 to 24.1% in 1998. The Company's taxable income exceeded alternative
minimum tax ("AMT") levels in 1998; however, available AMT credits resulted in
the Company's effective tax rate remaining at historical levels.

                                       14
<PAGE>   18


YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996.

         Revenues for the fiscal year ended December 31, 1997 increased 21.4% to
$54.2 million from $44.7 million for the year ended December 31, 1996. Quarrying
revenues increased $2.0 million, of which $1.3 million was from existing quarry
operations due to stronger monumental markets and increased exports to Japan.
The remaining $671,000 increase was generated by acquired quarrying operations.
Manufacturing revenues increased $5.7 million primarily from the acquired
manufacturing operations in Elberton, Georgia, with existing operations showing
a modest increase of $285,000. The Company's retail operations, consisting of
Keith Monument, which was acquired in October 1997, accounted for $1.8 million
in revenues.

         Gross profit for 1997 increased 20.1% to $16.1 million from $13.4
million in 1996. Quarrying gross profit increased $357,000 from existing
operations and $91,000 from acquired operations for a total of $448,000. The
quarry gross margin percentage fell from 42.7% in 1996 to 39.8% in 1997. This
was the result of increased sales volumes from lower margin products. In
addition, the acquired quarry operations reported a gross profit percentage of
13.6% for 1997. The acquired operations were included for the months of November
and December that are normally periods of reduced operating margins.

         Manufacturing gross profit increased by $1.1 million from 1996,
resulting from an increase of $386,000 from existing operations due to improved
product mix plus efficiencies achieved by consolidating manufacturing
operations, and an increase of $668,000 from acquired operations. The
manufacturing gross profit percentage decreased from 25.3% in 1996 to 24.3% in
1997. This decrease was the result of a lower gross profit percentage from
acquired operations, which offset increases at existing operations. Price
increases and work force adjustments have been implemented in 1998 to improve
operating margins at the acquired operations.

         Retailing gross profit was $1.2 million for 1997. Prior to October
1997, the Company had no retailing presence. The gross profit percentage for
this segment was 67.3%.

         Selling, general and administrative expenses for 1997 increased 20.9%
to $11.0 million from $9.1 million in 1996. Existing operations accounted for
$371,000 of the increase consisting of charges for previously deferred
organization and financing costs and settlement of a legal action, and an
increase to the provision for doubtful accounts. Acquired operations resulted in
an increase of another $1.5 million. As a percentage of net sales, selling,
general and administrative expenses for 1997 decreased to 20.3% from 20.4% in
1996.

         Interest expense for 1997 decreased 8.5% to $1.6 million from $1.7
million in 1996, as a result of the retirement of all existing bank debt, with
the exception of a revolving line of credit with the Royal Bank of Canada, from
the net proceeds of the IPO in October 1997.

         Income taxes as a percent of earnings before taxes decreased from 25.2%
in 1996 to 24.3% in 1997. The Company continues to be in an AMT position for
Federal income tax purposes. The decrease in the effective rate resulted from
Canadian income being applied against a tax-loss carry back.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity. The Company considers its liquidity to be adequate to meet its long
and short-term cash requirements. Historically the Company has met these
requirements primarily from cash generated by operating activities and periodic
borrowings under commercial credit facilities. The Company's recent acquisitions
have increased its requirements for external sources of liquidity, and the
Company anticipates that this trend will continue as it further implements its
growth strategy.

Year Ended December 31, 1999. For 1999, net cash provided by operating
activities was $9.2 million. This result was primarily attributable to
depreciation, depletion and amortization of $4.0 million, net income of $1.7
million, a decrease in inventories of $1.7 million, and an increase in customer
deposits of $1.2 million. Net cash used in investing activities was $16.2
million, used primarily for net acquisitions of $12.6 million and capital
expenditures of $3.7 million. Net cash provided by financing activities was $7.1
million, most of which was from net borrowings under commercial credit
facilities of $6.9 million.


                                       15
<PAGE>   19

Capital Resources. The Company has a credit facility with the CIT Group/Business
Credit. The facility consists of an acquisition term loan line of credit of up
to $25.0 million and a revolving credit facility of up to another $25.0 million
based on eligible accounts receivable and inventory. As of December 31, 1999,
the Company had $12.0 million outstanding and $13.0 million available under the
term loan line of credit and $13.6 million outstanding and $900,000 available
under the revolving credit facility. The interest rate under the revolving
credit facility as of such date was 7.25% based on a formula of prime less .50%.
The interest rate under the term loan as of such date was 7.25% based on a
formula of LIBOR plus 1.75%. The Company's primary need for capital will be to
maintain and improve its manufacturing and quarrying facilities and to finance
acquisitions as part of its growth strategy. The Company has approximately $3.0
million budgeted for capital expenditures in 1999. The Company believes that the
combination of cash flow from operations and its existing credit facilities will
be sufficient to fund its operations for at least the next twelve months.

SEASONALITY

         Historically, the Company's operations have experienced certain
seasonal patterns. Generally the Company's net sales have been highest in the
third quarter and lowest in the first quarter of each year due primarily to
weather. Cemeteries in northern areas generally do not accept granite memorials
during winter months when the ground is frozen because they cannot be properly
set. In addition, the Company typically closes certain of its Vermont and
Canadian quarries during these months because of increased operating costs
attributable to adverse weather conditions. As a result, the Company has
historically incurred a net loss during the first three months of each calendar
year.

INFLATION

         The Company believes that the relatively moderate rates of inflation
experienced in recent years have not had a significant effect on its results of
operations.

YEAR 2000

         The Company did not experience any interruptions to its business or
operations as a result of the transition to the year 2000. Costs associated with
year 2000 remediation were not material to the Company's financial position.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company has financial instruments that are subject to interest rate
risk, principally debt obligations under its credit facilities. Historically,
the Company has not experienced material gains or losses due to interest rate
changes. Based on the Company's current variable rate debt obligations, the
Company believes its exposure to interest rate risk is not material.

         The Company is subject to foreign currency exchange rate risk primarily
from the operations of its Canadian subsidiary. Based on the size of this
subsidiary and the Company's corresponding exposure to changes in the
Canadian/U.S. dollar exchange rate, the Company does not consider its market
exposure relating to currency exchange to be material.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

         The information required for this item is included in this Annual
Report on Form 10-K on Pages F-1 through F-32, inclusive, and is incorporated
herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

         None.


                                       16
<PAGE>   20


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

         Certain information concerning directors and executive officers of the
Company is set forth below:

<TABLE>
<CAPTION>
NAMES OF DIRECTORS AND EXECUTIVE
OFFICERS(1)                          AGE       POSITIONS WITH THE COMPANY
--------------------------------     ---       --------------------------

<S>                                   <C>      <C>
George R. Anderson (2)                60       Director
John L. Forney (3)                    38       Chief Financial Officer, Treasurer
James L. Fox                          48       Director
Jon M. Gregory                        50       President and Chief Operating Officer/Quarries Division, Director
John E. Keith                         52       President/Memorials Division
Richard C. Kimball                    59       Chief Operating Officer/Wholesale Division, Vice Chairman of the Board of Directors
Kurt M. Swenson                       55       President and Chief Executive Officer, Chairman of the Board of Directors
Charles M. Waite                      67       Director
Frederick E. Webster, Jr              62       Director
</TABLE>

-----------

(1)  Each executive officer serves for a term of one year (and until his
     successor is chosen and qualified).

(2)  Mr. Anderson resigned as Chief Financial Officer and Treasurer, effective
     February 1, 1999.

(3)  Mr. Forney assumed the position of Chief Financial Officer and Treasurer,
     effective February 1, 1999.

         George R. Anderson has been a director of the Company since 1984. From
1984 until February 1999, Mr. Anderson was also Chief Financial Officer and
Treasurer. Mr. Anderson joined the Company in 1969 as Chief Accountant and
subsequently held the position of Controller. He has been a director of the
Barre Granite Association and a trustee of the Granite Group Insurance Trust and
the Barre Belt Multi-Employer Pension Plan. Mr. Anderson's current term as a
director will expire in 2001.

         John L. Forney has been Chief Financial Officer and Treasurer of the
Company since February 1999. Prior to assuming that position and since 1996, Mr.
Forney was Senior Vice President of Finance at Raymond James & Associates, Inc.
From 1994 to 1996, Mr. Forney was a Vice President at Morgan Stanley & Company.

         James L. Fox has been Executive Vice President and General Manager of
First Data Investor Services Group, a division of First Data Corporation, since
1989. Mr. Fox has been a director of the Company since October 1997. Mr. Fox's
current term as a director of the Company will expire in 2001.

         Jon M. Gregory has been President and Chief Operating Officer/Quarries
Division of the Company since 1993. Mr. Gregory was elected by the Board of
Directors to his current directorship in October 1998. Since joining the Company
in 1975, Mr. Gregory has served in various positions including Senior Vice
President-Memorials Division, Manager of Manufacturing and line production
supervisor. Mr. Gregory's current term as a director will expire in 2000.

         John E. Keith has been President/Memorials Division of the Company
since October 1997. Prior to that time and since 1989, Mr. Keith was an owner
and the President of Keith Monument. From 1965 to 1989, Mr. Keith held various
officer positions with Keith Monument.

         Richard C. Kimball has been Chief Operating Officer/Wholesale Division
of the Company and Vice Chairman of the Company's Board of Directors since 1993,
and a director of the Company since 1986. Prior to joining the Company,


                                       17
<PAGE>   21

Mr. Kimball served as a director, principal and President of The Bigelow
Company, Inc., a strategic planning and investment banking firm from 1972 until
1993. Mr. Kimball's current term as a director will expire in 2000.

         Kurt M. Swenson has been President, Chief Executive Officer and
Chairman of the Board of Directors of the Company since 1984. Prior to the IPO,
Mr. Swenson had been the Chief Executive Officer and a director of Swenson
Granite Company, Inc. since 1974, and currently serves as non-officer Chairman
of the Board of Swenson Granite Company, LLC, a Delaware limited liability
company engaged in the granite curb and landscaping business. He is also a
director of the American Monument Association, the Funeral and Memorial
Information Council, the National Building Granite Quarries Association and
Group Polycor International. Mr. Swenson's current term as a director will
expire in 2000.

         Charles M. Waite has been a director of the Company since 1985. Since
1989, Mr. Waite has been managing partner of Chowning Partners, a financial
consulting firm that provides consulting services to New England companies. Mr.
Waite's current term as a director will expire in 2001.

         Frederick E. Webster, Jr., Ph.D. has been a Professor of Management at
the Amos Tuck School of Business Administration of Dartmouth College since 1965.
He is also a management consultant and lecturer. Dr. Webster serves as a
director of Vermont Public Radio and the American Marketing Association. He is
also a member of the Corporation of Mary Hitchcock Memorial Hospital. Mr.
Webster has been a director of the Company since October 1997. Mr. Webster's
current term as a director will expire in 2002.

ITEM 11. EXECUTIVE COMPENSATION

         The following table sets forth information with respect to the Chief
Executive Officer of the Company and each of the four other most highly
compensated executive officers of the Company (the "Named Executive Officers")
for the years ended December 31, 1999, December 31, 1998 and December 31, 1997.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                                   LONG-TERM
                                                                                                 COMPENSATION
                                                                                                 ------------
                                                                      SALARY       BONUS          SECURITIES
                                                                      ------       -----         ------------           ALL OTHER
NAME AND PRINCIPAL POSITION                                YEAR      ANNUAL COMPENSATION           OPTIONS(2)        COMPENSATION(1)
---------------------------                                ----     ---------------------        ------------        ---------------
<S>                                                        <C>      <C>           <C>               <C>                  <C>
Kurt M. Swenson                                            1999     $340,080      $     0             -0-                $1,150
  President, Chief Executive Officer, Chairman of the      1998     $310,320      $36,000             -0-                $1,150
  Board of Directors                                       1997     $310,320      $29,500             -0-                $1,100

Richard C. Kimball                                         1999     $240,000      $     0           25,000               $1,150
  Chief Operating Officer/Memorials Division, Vice         1998     $210,360      $33,000             -0-                $1,150
  Chairman of the Board of Directors                       1997     $210,360      $26,500             -0-                $1,100

John L. Forney (2)                                         1999     $185,040      $     0             -0-                $1,150
  Chief Financial Officer, Treasurer                       1998           --           --              --                    --
                                                           1997           --           --              --                    --

Jon M. Gregory                                             1999     $185,040      $     0             -0-                $1,150
  President and Chief Operating Officer/Quarries           1998     $171,920      $22,000             -0-                $1,150
  Division, Director                                       1997     $160,440      $13,500             -0-                $1,100

John E. Keith (3)                                          1999     $170,040      $     0             -0-                $1,150
  President/Memorials Division                             1998     $165,000      $17,500             -0-                $1,150
                                                           1997     $165,000        4,200           62,500               $    0
</TABLE>

-----------

(1)  In each case, represents a matching contribution under the Company's 401(K)
     plan.

(2)  Mr. Forney has been the Chief Financial Officer and Treasurer of the
     Company since February 1, 1999.

(3)  Mr. Keith has been the President/Memorials Division of the Company since
     October 24, 1997. The 1997 salary listed above represents Mr. Keith's
     annualized 1997 salary.


                                       18
<PAGE>   22


STOCK OPTION GRANTS

         The following table sets forth information concerning options to
purchase Class A Common Stock granted by the Company to Named Executive Officers
during the 1999 fiscal year. Except as set forth below, the Company did not
grant options to purchase its Class A Common Stock or Class B Common Stock to
any Named Executive Officer.

                        OPTION GRANTS IN LAST FISCAL YEAR(1)

<TABLE>
<CAPTION>

                                                                                                          Potential Realizable Value
                      Number of Securi-     Percent of Total Op-      Exercise                            At Assumed Annual Rates
                      ties Underlying       tions Granted to Em-       Price         Expiration           of Stock Price Appre-
Name                  Options Granted       ployees in Fiscal year     ($/Sh)        Date                 ciation for Option Term

<S>                        <C>                      <C>                <C>         <C>                       <C>      <C>
                                                                                                             5%($)    10%($)

Richard C. Kimball         25,000(2)                100%               $12.375     February 22, 2004         $85,474  $188,875
</TABLE>

-----------
(1)  On January 25, 1999, John L. Forney was granted options to purchase up to
     75,000 shares of Class A Common Stock at an exercise price of $13.25 per
     share and with an expiration date of January 25, 2004. On December 20,
     1999, Mr. Forney surrendered such options.

(2)  Options to purchase 5,000 or 20% of such shares of Class A Common Stock
     became exercisable immediately upon grant and options to purchase an
     additional 20,000 shares of Class A Common Stock will become exercisable at
     a rate of 20% annually for four years.

         The following table sets forth information concerning options to
purchase Class B Common Stock (except for Richard C. Kimball who has options to
purchase both Class A Common Stock and Class B Common Stock) held by the Named
Executive Officers. The Class B Common Stock is convertible on a share-for-share
basis into Class A Common Stock. The Company has not granted any stock
appreciation rights.

<TABLE>
<CAPTION>
                          AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

-------------------------------------------------------------------------------------------------------------------------------
NAME                                                           EXERCISABLE       UNEXERCISABLE     EXERCISABLE    UNEXERCISABLE
-------------------------------------------------------------------------------------------------------------------------------
                                                                    NUMBER OF SECURITIES            VALUE OF UNEXERCISED
                              SHARES                               UNDERLYING UNEXERCISED           IN-THE-MONEY OPTIONS
                           ACQUIRED ON    VALUE                 OPTIONS AT DECEMBER 31, 1999        AT DECEMBER 31, 1999(1)
                             EXERCISE   REALIZED                ----------------------------        -----------------------

<S>                          <C>        <C>                         <C>             <C>             <C>              <C>
Kurt M. Swenson              107,500    1,048,850                   2,500           2,500           $ 1,106          $1,106
Richard C. Kimball            82,500      832,200                   7,500(3)       22,500(4)          2,056           2,056
Jon M. Gregory                25,000      280,625                  40,000          10,000            32,900           8,225
John L. Forney (2)                 0            0                       0               0                 0               0
John E. Keith (2)                  0            0                       0               0                 0               0
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-----------

(1)  These values are calculated using the $4 9/16 per share closing price of
     the Class A Common Stock on the Nasdaq(R) National Market on December 31,
     1999.

(2)  On December 20, 1999, Messrs. Forney and Keith surrendered options to
     purchase 75,000 and 62,500 shares of Class A Common Stock, respectively.

(3)  Includes options to purchase 2,500 shares of Class B Common Stock and 5,000
     shares of Class A Common Stock.

(4)  Includes options to purchase 2,500 shares of Class B Common Stock and
     20,000 shares of Class A Common Stock.


PENSION PLANS

         The Company maintains a qualified pension plan (the "Pension Plan"),
and has entered into non-qualified salary continuation agreements (the "Salary
Continuation Agreements") with certain officers of the Company, including the
Named Executive Officers listed in the table on the next succeeding page. The
Company's Pension Plan is noncontributory and provides benefits based upon
length of service and final average earnings. Generally, employees age 21 with
one year of continuous service are eligible to participate in the Pension Plan.
The annual pension benefits shown for the Pension Plan assume a participant
attains age 65 during 2000 and retires immediately. The Employee Retirement
Income Security Act of 1974 places limitations on the compensation used to
calculate pensions and on pensions which may be paid under federal income tax
qualified plans, and some of the amounts shown on the following table may exceed
the applicable limitations. Such limitations are not currently applicable to the
Salary Continuation Agreements.

         The following table shows the total estimated annual retirement
benefits payable upon normal retirement under the Pension Plan for the Named
Executive Officers at the specified executive remuneration and years of
continuous service.


                                       19
<PAGE>   23


                               PENSION PLAN TABLE

<TABLE>
<CAPTION>
FINAL AVERAGE                     15 YEARS     20 YEARS      25 YEARS      30 YEARS      35 YEARS
COMPENSATION                      --------     ---------      --------     ---------     --------
-------------

<S>                                <C>           <C>           <C>          <C>           <C>
$125,000                           $39,165       $52,220       $65,275      $78,330       $78,330
$150,000                           $47,415       $63,220       $79,025      $94,830       $94,830
$175,000                           $55,665       $74,220       $92,775     $111,330      $111,330
$200,000                           $63,915       $85,220      $106,525     $127,830      $127,830
$225,000                           $72,165       $96,220      $120,275     $144,330      $144,330
$250,000                           $80,415      $107,220      $134,025     $160,830      $160,830
$275,000                           $88,665      $118,220      $147,775     $177,330      $177,330
$300,000                           $96,915      $129,220      $161,525     $193,830      $193,830
$325,000                          $105,165      $140,220      $175,275     $210,330      $210,330
$350,000                          $113,415      $151,220      $189,025     $226,830      $226,830
</TABLE>


         These calculations are based on the retirement formula in effect as of
December 31, 1999, which provides an annual life annuity at age 65 equal to 1.8%
of a participant's final five-year average compensation (excluding bonus) plus
 .4% of a participant's final five-year average compensation in excess of social
security covered compensation times years of service to a maximum of 30 years.
Estimated years of continuous service for each of the Named Executive Officers,
as of December 31, 1999 and rounded to the full year, are: Mr. Forney, 1 year;
Mr. Gregory, 24 years; Mr. Keith, 2 years; Mr. Kimball, 7 years; and Mr.
Swenson, 16 years.


                                       20
<PAGE>   24


         In addition, the Company's Salary Continuation Agreements provide for
supplemental pension benefits to certain officers of the Company, including the
Named Executive Officers listed in the table below. The following table sets
forth the supplemental pension benefits for the specified Named Executive
Officers under their respective Salary Continuation Agreements.

                                                                    ANNUAL
                                                   TOTAL YEARS    RETIREMENT
                               ANNUAL BASE         OF SERVICE      BENEFIT
NAME                          COMPENSATION          AT AGE 65     AT AGE 65
----                          ------------         -----------    ---------
R. Kimball                      $240,000               12           28,800
K. Swenson                      $340,080               26           97,263
J. Gregory                      $185,040               39           43,299


         These calculations are based on individual Salary Continuation
Agreements, which provide a 100% joint and survivor annuity at age 65 equal to a
percentage, ranging from .6% to 1.1%, of a participant's highest annual base
compensation times full years of service. The percentage range has been
determined by the Board of Directors. There are no compensation increases
assumed in these calculations.

COMPENSATION OF DIRECTORS

         Directors who are not also officers of the Company are paid annual
directors' retainers of $5,000 and $250 for each meeting of the Board, including
committee meetings. Directors are also eligible for stock option grants under
the Company's Amended and Restated 1994 Stock Plan.

EMPLOYMENT AGREEMENTS

         The Company has an employment agreement with Kurt M. Swenson (the
"Swenson Employment Agreement") for retention of his services as President and
Chief Executive Officer of the Company. The term of the Swenson Employment
Agreement commenced on October 24, 1997, the date of consummation of the IPO
(the "Commencement Date"), and continues until the fifth anniversary thereof,
provided that on the third and each subsequent anniversary of the Commencement
Date such term will automatically be extended for one additional year, unless,
not later than ninety days prior to the expiration of the term, the Company or
Mr. Swenson gives notice that the term will not be extended. The Swenson
Employment Agreement provides for continued payment of salary and benefits over
the remainder of the term if Mr. Swenson's employment is terminated by the
Company without Cause (as defined in the Swenson Employment Agreement) or as a
result of death or disability or by Mr. Swenson for Good Reason (as defined in
the Swenson Employment Agreement). The Swenson Employment Agreement also
provides for a lump sum payment to Mr. Swenson equal to the sum of (i) accrued
but unpaid salary, and a prorated bonus amount equal to the greater of the
largest annual bonus paid to Mr. Swenson during the prior three years and the
annual bonus payable in respect of the most recently completed fiscal year (the
"Highest Annual Bonus"), through the date of termination and (ii) three times
the sum of (A) his then annual salary and (B) Highest Annual Bonus, and for
continuation of benefits for three years, if Mr. Swenson's employment is
terminated by the Company (other than for Cause, death or disability) during the
twelve-month period following, or prior to but in connection with, or by Mr.
Swenson during the twelve-month period following, a Change in Control (as
defined in the Swenson Employment Agreement). In the event of a termination
related to a Change in Control, Mr. Swenson may elect in lieu of the lump sum
payment described above, to receive in a lump sum or over the then remaining
term of the Swenson Employment Agreement, an amount equal to the total amount he
would have been entitled to receive if his employment had been terminated by the
Company without Cause or by Mr. Swenson for Good Reason. If any payment or
distribution by the Company to or for the benefit of Mr. Swenson under the
Swenson Employment Agreement would be subject to the excise tax imposed by
Section 4999 of the Code or any interest or penalties are incurred by Mr.
Swenson with respect to such excise tax, then Mr. Swenson will generally be
entitled to receive an additional payment such that after payment by Mr. Swenson
of all taxes, Mr. Swenson retains an amount of the additional payment equal to
the excise tax imposed.

         The Company also has employment agreements with each of the other Named
Executive Officers (such employment agreements being referred to collectively as
the "Other Employment Agreements"), each of which provides for an initial
five-year employment term commencing on October 24, 1997, with the exception of
the Company's



                                       21
<PAGE>   25
agreement with John L. Forney, which has a five-year term commencing on January
22, 1999. The Other Employment Agreements provide for benefits of the type
generally provided to key executives of the Company, and for continued payment
of salary and benefits over the remainder of the term if the employee's
employment is terminated by the Company without Cause (as defined in the Other
Employment Agreements). The Other Employment Agreements or related undertakings
generally prohibit the employee from competing with the Company during the term
of employment and for two years thereafter, and contain customary
confidentiality provisions in favor of the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of March 21, 2000, certain
information with respect to the beneficial ownership of the Common Stock by each
(i) director, (ii) executive officer and (iii) beneficial owner of more than 5
of either class of the outstanding Common Stock known to the Company, based on
Securities and Exchange Commission filings and other available information and
(iv) by all directors and executive officers of the Company as a group. The
Class B Common Stock is convertible on a share-for-share basis into Class A
Common Stock. The Class B Common Stock is entitled to ten votes per share and
the Class A Common Stock is entitled to one vote per share.

<TABLE>
<CAPTION>
                                                                               PERCENT OF                  PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1)                           NUMBER         CLASS         NUMBER (2)  CLASS (2)
---------------------------------------                          ---------     ----------      ----------  ----------
                                                                        SHARES OF CLASS B        SHARES OF CLASS A
                                                                          COMMON STOCK            COMMON STOCK
                                                                       BENEFICIALLY OWNED       BENEFICIALLY OWNED
                                                                       ------------------       ------------------
<S>                                                                      <C>          <C>         <C>            <C>
Wellington Management Company, LLP(3)
75 State Street
Boston, MA 02109                                                        --           --           808,000        18.5
Goldman Sachs Asset Management(4)
1 New York Plaza
New York, NY 10004                                                      --           --           555,500        12.7
Dimensional Fund Advisors Inc.(5)
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401                                                  --           --           337,600         7.7
Commonwealth of Pennsylvania(6)
Public School Employees Retirement System
5 North 5th Street
Harrisburg, PA 07101                                                    --           --           270,500         6.2
Kurt M. Swenson(7) **                                            1,002,500         28.3         1,131,500        21.1
Kevin C. Swenson(8)                                              1,023,489         28.9         1,023,489        19.0
Mark A. Gherardi(9)                                                322,573          9.1           322,573         6.9
Robert L. Pope(10)                                                 246,375          7.0           246,375         5.3
Peter A. Friberg (11)                                              206,375          5.8           251,375         5.5
Richard C. Kimball(12)**                                            31,626            *           132,426         3.0
John E. Keith **                                                        --           --            40,540           *
George R. Anderson(13)**                                            20,000            *            45,000         1.0
Jon M. Gregory(14)**                                                40,000          1.1            94,126         2.1
Charles M. Waite**                                                  29,126            *            30,000           *
James L. Fox**                                                          --           --             1,000           *
John L. Forney**                                                        --           --                --          --
Frederick E. Webster, Jr.**                                             --           --                --           *
All directors and executive officers as a group (9 persons)      1,123,252         31.7         1,474,592        26.9
</TABLE>

-----------

**       Executive Officer and/or Director

*        Less than 1%

                                       22
<PAGE>   26

(1)      The business address of each director and executive officer of the
         Company is c/o Rock of Ages Corporation, 772 Graniteville Road,
         Graniteville, Vermont 05654.

(2)      For each beneficial owner (and directors and executive officers as a
         group), (i) the number of shares of Class A Common Stock listed
         includes (or is comprised solely of) a number of shares equal to the
         number of shares of Class B Common Stock, if any, listed as
         beneficially owned by such beneficial owner(s) and (ii) the percentage
         of Class A Common Stock listed assumes the conversion on March 21, 2000
         of all shares of Class B Common Stock, if any, listed as beneficially
         owned by such beneficial owner(s) into Class A Common Stock and also
         that no other shares of Class B Common Stock beneficially owned by
         others are so converted.

 (3)     According to a Schedule 13G dated February 9, 2000, Wellington
         Management Company, LLP, in its capacity as an investment advisor, may
         be deemed to be the beneficial owner of the listed shares which are
         held of record its clients.

(4)      According to a Schedule 13G dated February 16, 2000, Goldman Sachs
         Asset Management, in its capacity as an investment advisor, may be
         deemed to be the beneficial owner of the listed shares which are held
         of record by its clients.

(5)      According to a Schedule 13G dated February 4, 2000, Dimensional Fund
         Advisors Inc., in its capacity as an investment advisor or manager, may
         be deemed to be the beneficial owner of the listed shares which are
         held of record by certain investment companies, trusts or other
         accounts that it advises or manages.

(6)      According to a Schedule 13G dated January 31, 2000, the Commonwealth of
         Pennsylvania, Public School Employees Retirement System, an employee
         benefit plan, is the beneficial owner of the listed shares.

(7)      Kurt M. Swenson is the brother of Kevin C. Swenson. Includes 2,500
         shares of Class B Common Stock subject to currently exercisable
         options. Includes 1,000,000 shares of Class B Common Stock and 129,000
         shares of Class A Common Stock held by the Kurt M. Swenson Revocable
         Trust of 2000. Kurt M. Swenson, as the sole trustee of the Kurt M.
         Swenson Revocable Trust of 2000, beneficially owns such shares.

(8)      Kevin C. Swenson is the brother of Kurt M. Swenson.

(9)      Includes 75,000 shares of Class B Common Stock subject to currently
         exercisable stock options.

(10)     Includes 75,000 shares of Class B Common Stock subject to currently
         exercisable stock options.

(11)     Includes 75,000 shares of Class B Common Stock subject to currently
         exercisable stock options.

(12)     Includes 5,000 shares of Class A Common Stock subject to currently
         exerciseable options and 2,500 shares of Class B Common Stock subject
         to currently exerciseable options.

(13)     All 20,000 shares of Class B Common Stock listed are subject to
         currently exercisable stock options.

(14)     All 40,000 shares of Class B Common Stock listed are subject to
         currently exercisable stock options.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In connection with and prior to the IPO, the Company effected a
reorganization whereby, among other things, the Company's then parent
corporation Swenson Granite Company, Inc. ("Swenson Granite") was merged with
and into the Company, with the Company as the surviving corporation, and,
immediately prior to such merger, Swenson Granite distributed its curb and
landscaping business to its stockholders through a pro rata distribution of all
of the member interests in a newly formed limited liability company named
Swenson Granite Company LLC ("Swenson LLC"). Kurt M. Swenson, the Company's
Chairman, President and Chief Executive Officer, and his brother Kevin C.
Swenson, each own approximately 30.3% of Swenson Granite LLC. Certain other
executive officers and directors of the Company collectively own approximately
9% of Swenson LLC. Kurt M. Swenson serves as a non-officer Chairman of the Board
of Swenson LLC, but has no involvement with its day-to-day operations. Robert
Pope, a holder of more than five percent of the Class B Common Stock, is the
President and Chief Executive Officer, and owns approximately 5% of Swenson LLC.
Neither Kurt M. Swenson nor any other officer of the Company, receives salary,
bonus, expenses or other compensation from Swenson LLC, except for any pro rata
share of earnings attributable to their ownership interest in Swenson LLC.


                                       23
<PAGE>   27

         Swenson LLC owns two granite quarries, one in Concord, New Hampshire
and another in Woodbury, Vermont. Both have been owned by Swenson LLC (or its
predecessor Swenson Granite) for more than 40 years. The Company purchases
Woodbury granite from Swenson LLC at the same price Swenson LLC charges its
landscape manufacturing operations. Because of the proximity of the Woodbury
quarry to Barre, Vermont, the Company provides, and may continue to provide,
certain maintenance services and equipment to the Woodbury quarry. Both the
Company and Swenson LLC have the right to terminate these services at any time
and the Company has no obligation to purchase or continue to purchase Woodbury
granite from Swenson LLC. The Company also purchases Concord blocks from Swenson
LLC at market prices. The Company's purchases of granite provided by Swenson LLC
in 1999 were approximately $278,000. The Company believes these arrangements
with Swenson LLC are as favorable, or more favorable, to the Company than would
be available from an unrelated party for comparable granite blocks.

         In connection with the acquisition of Keith Monument in 1997, the
Company entered into a five year triple net lease agreement with John E. Keith,
who is an executive officer of the Company, and Mr. Keith's nephew, for office
buildings and retail locations. The lease provides for, and in 1999 the Company
paid, annual rental payments of $195,322.

         In May 1999, the Company sold certain manufacturing assets in Elberton,
Georgia back to Missouri Red Quarries, Inc. ("Missouri Red") and G. Thomas
Oglesby, Jr., the original owners of such assets from whom the Company had
purchased them in June 1997 (the "Keystone Sale"). Prior to the Keystone Sale,
G. Thomas Oglesby, Jr., the President of Missouri Red, was an officer of the
Company and beneficially owned approximately six percent of the Company's Class
A Common Stock then outstanding. In exchange for these assets, the Company
received 263,441 shares of its Class B Common Stock held by Missouri Red and G.
Thomas Oglesby, Jr. These shares were then retired. The Company recognized a
loss on disposal of assets of approximately $845,000 or $.11 per diluted share,
during the 1999 fiscal year. This nonrecurring charge had no impact on the
Company's tax liability or overall cash position.

         Additionally, in connection with the Keystone Sale, a Supply and
Distribution Agreement among the Company, Missouri Red and G. Thomas Oglesby,
Jr., and a Supply and Distribution Agreement among the Company, Keystone Granite
Company, Inc., an affiliate of Missouri Red, and Missouri Red were mutually
terminated (the "Old Supply Agreements"). Effective as of June 1, 1999, the
Company entered into two Supply Agreements with Keystone Memorials, Inc., an
affiliate of Missouri Red ("KMI"), under which the Company agrees to sell to KMI
certain amounts of granite from the Company's quarries (the "KMI Supply
Agreement"). KMI has no obligation to purchase any of the Company's granite
under these agreements. The Company also entered into a Supply Agreement with
Missouri Red under which Missouri Red agrees to sell to the Company certain
amounts of granite from Missouri Red's quarries (the "Missouri Red Supply
Agreement", together with the KMI Supply Agreement, the "New Supply
Agreements"). The Company has no obligation to purchase any of Missouri Red's
granite under this agreement.

         In 1999, the Company purchased approximately $120,000 from Missouri Red
and its affiliates under the Old Supply Agreements and New Supply Agreements.
The Company believes the terms and conditions of the transactions under such
agreements were and are as favorable to the Company as would have been available
from unrelated suppliers.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

                  (a) The following documents are filed as part of or are
                  included in this Annual Report on Form 10-K and are
                  incorporated herein by reference:

                                    1. The financial statements listed in the
                           Index to Consolidated Financial Statements and
                           Financial Statement Schedule, filed as part of this
                           Annual Report on Form 10-K.

                                    2. The financial statement schedule listed
                           in the Index to Consolidated Financial Statements and
                           Financial Statement Schedule, filed as part of this
                           Annual Report on Form 10-K.

                                    3. The exhibits listed in the Exhibit Index
                           filed as part of this Annual Report on Form 10- K.


                                       24
<PAGE>   28

                  (b) Reports on Form 8-K: No reports on Form 8-K were filed by
                  the Company during the last quarter of the fiscal year ended
                  December 31, 1999.

                   ROCK OF AGES CORPORATION AND SUBSIDIARIES

                               Table of Contents

                                                                           PAGE
                                                                           ----

Independent Auditors' Report                                                F-1
Consolidated Balance Sheets                                                 F-2
Consolidated Statements of Operations                                       F-4
Consolidated Statements of Stockholders' Equity and Comprehensive Income    F-5
Consolidated Statements of Cash Flows                                       F-6
Notes to Consolidated Financial Statements                                  F-8
Supplementary Information:
         Independent Auditors' Report on Supplementary Information         F-31
         Schedule II-Valuation and Qualifying Accounts and Reserves        F-32


                                       25
<PAGE>   29
                    ROCK OF AGES CORPORATION AND SUBSIDIARIES

                        Consolidated Financial Statements

                        December 31, 1999, 1998 and 1997

                   (With Independent Auditors' Report Thereon)


<PAGE>   30


                    ROCK OF AGES CORPORATION AND SUBSIDIARIES


                                Table of Contents






                                                                           PAGE


Independent Auditors' Report                                                F-1


Consolidated Balance Sheets                                                 F-2


Consolidated Statements of Operations                                       F-4


Consolidated Statements of Stockholders' Equity and Comprehensive Income    F-5


Consolidated Statements of Cash Flows                                       F-6


Notes to Consolidated Financial Statements                                  F-8




Supplementary Information:

    Independent Auditors' Report on Supplementary Information              F-31

    Schedule II - Valuation and Qualifying Accounts and Reserves           F-32


<PAGE>   31


                          INDEPENDENT AUDITORS' REPORT




The Board of Directors
Rock of Ages Corporation and Subsidiaries:


We have audited the accompanying consolidated balance sheets of Rock of Ages
Corporation and Subsidiaries as of December 31, 1999 and 1998 and the related
consolidated statements of operations, stockholders' equity and comprehensive
income and cash flows for each of the years in the three-year period ended
December 31, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Rock of Ages
Corporation and Subsidiaries as of December 31, 1999 and 1998, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 1999, in conformity with generally accepted accounting
principles.

As discussed in Note 1 to the financial statements, the Company adopted the
provisions of Statement of Position 98-5, "Reporting the Costs of Start-Up
Activities," in 1999.

KPMG LLP
/s/ KPMG LLP


March 2, 2000
Boston, Massachusetts


                                      F-1
<PAGE>   32

                      ROCK OF AGES CORPORATION AND SUBSIDIARIES
                             Consolidated Balance Sheets
                              December 31, 1999 and 1998

<TABLE>
<CAPTION>
          ASSETS                                                       1999              1998
                                                                   ------------      -----------
<S>                                                                <C>                 <C>
Current assets:
    Cash and cash equivalents                                      $  4,877,214        4,701,168
    Trade receivables, less allowance for doubtful accounts
       of $1,826,150 in 1999 and $2,123,702 in 1998 (note 5)         14,127,848       14,003,954
    Due from affiliates (note 11)                                        95,289               --
    Inventories (notes 2 and 5)                                      23,291,807       24,074,622
    Income taxes receivable                                                  --          585,765
    Deferred tax assets (note 8)                                        156,000          352,201
    Other current assets                                              2,250,659        1,548,658
                                                                   ------------      -----------
          Total current assets                                       44,798,817       45,266,368
                                                                   ------------      -----------
Property, plant and equipment:
    Granite reserves and development costs                           16,549,564       16,461,219
    Land                                                              6,989,004        6,736,003
    Buildings and land improvements                                  15,905,426       15,302,318
    Machinery and equipment                                          34,564,968       36,328,432
    Furniture and fixtures                                            1,150,355          960,994
    Construction-in-process                                             156,937          418,823
                                                                   ------------      -----------
                                                                     75,316,254       76,207,789
    Less accumulated depreciation, depletion and amortization        30,537,131       31,732,945
                                                                   ------------      -----------
          Net property, plant and equipment                          44,779,123       44,474,844
                                                                   ------------      -----------
Other assets:
    Cash surrender value of life insurance, net of loans
        of $95,412 in 1999 and 1998                                   1,525,132        1,426,476
    Intangibles, less accumulated amortization
       of $1,914,343 in 1999 and $771,428 in 1998 (note 3)           37,786,935       29,070,802
    Debt issuance costs, less accumulated amortization
       of $90,469 in 1999 and $42,436 in 1998                           135,676          195,495
    Organization costs, less accumulated amortization
       of $77,634 in 1998                                                    --          220,513
    Deferred tax assets (note 8)                                        721,377          110,321
    Intangible pension asset (note 9)                                        --          218,888
    Other investments                                                        --          342,551
    Other                                                               922,279          566,868
                                                                   ------------      -----------
          Total other assets                                         41,091,399       32,151,914
                                                                   ------------      -----------

          Total assets (note 6)                                    $130,669,339      121,893,126
                                                                   ============      ===========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-2
<PAGE>   33




<TABLE>
<CAPTION>
          LIABILITIES AND STOCKHOLDERS' EQUITY                                    1999                1998
                                                                              -------------       ------------
<S>                                                                           <C>                    <C>
Current liabilities:
    Borrowings under lines of credit (note 5)                                 $  13,619,846          6,686,656
    Current installments of long-term debt (note 6)                                 616,118            802,685
    Trade payables                                                                1,991,930          2,674,139
    Accrued expenses                                                              2,404,988          3,478,280
    Due to related parties (note 11)                                                     --              4,412
    Income taxes payable                                                            843,780                 --
    Customer deposits                                                             7,201,254          5,099,963
                                                                              -------------       ------------


          Total current liabilities                                              26,677,916         18,746,135

Long-term debt, excluding current installments (note 6)                          12,620,306         12,879,661
Deferred compensation (note 9)                                                    3,658,043          3,691,899
Accrued pension cost (note 9)                                                       501,190             34,092
Accrued postretirement benefit cost (note 9)                                        634,805            569,645
Other                                                                               195,417            135,000
                                                                              -------------       ------------

          Total liabilities                                                      44,287,677         36,056,432
                                                                              -------------       ------------

Commitments (note 4)


Stockholders' equity (note 10):
    Preferred stock - $.01 par value;
       2,500,000 shares authorized
       No shares issued and outstanding
    Common stock - Class A, $.01 par value; 30,000,000 shares authorized
       4,328,171 shares issued and outstanding in 1999
          and 3,896,178 shares in 1998                                               43,282             38,962
    Common stock - Class B, $.01 par value;
       15,000,000 shares authorized
       3,115,746 shares issued and outstanding in 1999
          and 3,484,957 shares in 1998, convertible into
          equivalent shares of Class A common stock                                  31,157             34,849
    Additional paid-in capital                                                   67,909,375         69,350,225
    Retained earnings                                                            18,577,207         16,897,906
    Accumulated other comprehensive income                                         (179,359)          (485,248)
                                                                              -------------       ------------

          Total stockholders' equity                                             86,381,662         85,836,694
                                                                              -------------       ------------


          Total liabilities and stockholders' equity                          $ 130,669,339        121,893,126
                                                                              =============       ============
</TABLE>


                                      F-3
<PAGE>   34





                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Operations
                  Years ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
                                                                      1999             1998            1997
                                                                 ------------       ----------      ----------

<S>                                                              <C>                <C>             <C>
Net revenues                                                     $ 96,527,337       82,745,780      54,207,117

Cost of revenues                                                   59,183,035       52,324,812      38,100,903
                                                                 ------------       ----------      ----------
          Gross profit                                             37,344,302       30,420,968      16,106,214

Selling, general and administrative expenses                       31,241,128       20,371,776      11,035,768
                                                                 ------------       ----------      ----------
          Income from operations                                    6,103,174       10,049,192       5,070,446

Loss on sale of Keystone assets                                       845,117               --              --
Interest expense                                                    2,034,129          510,341       1,576,477
                                                                 ------------       ----------      ----------
          Income before provision for income taxes
             and cumulative effect of a change in
             accounting principle                                   3,223,928        9,538,851       3,493,969

Provision for income taxes (note 8)                                 1,394,846        2,302,824         849,036
                                                                 ------------       ----------      ----------
          Net income before cumulative effect of
             a change in accounting principle                       1,829,082        7,236,027       2,644,933

Cumulative effect in prior years of a change in accounting
    principle (net of tax benefit of $47,559) (note 19)              (149,781)              --              --
                                                                 ------------       ----------      ----------
          Net income                                             $  1,679,301        7,236,027       2,644,933
                                                                 ============       ==========      ==========
Net income per share - basic:
    Net income before cumulative effect of a
       change in accounting principle                            $        .24              .98             .62
    Cumulative effect in prior year of a change in
       accounting principle (net of tax benefit of $47,559)              (.02)              --              --
                                                                 ------------       ----------      ----------
          Net income per share                                   $        .22              .98             .62
                                                                 ============       ==========      ==========
Net income per share - diluted:
    Net income before cumulative effect of a
       change in accounting principle                            $        .23              .91             .53
    Cumulative effect in prior year of a change in
       accounting principle (net of tax benefit of $47,559)              (.02)              --              --
                                                                 ------------       ----------      ----------
          Net income per share                                   $        .21              .91             .53
                                                                 ============       ==========      ==========
Weighted average number of common shares
    outstanding - basic                                             7,509,241        7,349,371       4,289,858
Weighted average number of common shares
    outstanding - diluted                                           7,825,589        7,984,094       4,997,229
</TABLE>

See accompanying notes to consolidated financial statements.



                                      F-4
<PAGE>   35




                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
    Consolidated Statements of Stockholders' Equity and Comprehensive Income
                  Years ended December 31, 1999, 1998 and 1997



<TABLE>
<CAPTION>
                            NUMBER OF SHARES
                          ISSUED AND OUTSTANDING
                          -----------------------
                            CLASS A     CLASS B                                                           ACCUMULATED
                            COMMON      COMMON        CLASS A      CLASS B    ADDITIONAL                     OTHER        TOTAL
                            STOCK       STOCK         COMMON       COMMON      PAID-IN       RETAINED    COMPREHENSIVE STOCKHOLDERS'
                           (SHARES)    (SHARES)       STOCK        STOCK       CAPITAL       EARNINGS        INCOME       EQUITY
                          ----------   ----------   -----------   --------   ------------   ------------   ---------   -------------

<S>                               <C>   <C>         <C>           <C>        <C>            <C>            <C>         <C>
Balance
at December 31, 1996              --    3,499,998   $        --   $ 35,000   $  5,593,843   $ 11,736,082   $   6,561   $ 17,371,486
   Comprehensive income:
     Net income                   --           --            --         --             --      2,644,933          --      2,644,933
     Cumulative
       translation
       adjustment                 --           --            --         --             --             --    (174,808)      (174,808)
                                                                                                                       ------------
   Total comprehensive
     income                                                                                                               2,470,125
                                                                                                                       ------------
   Dividends                      --           --            --         --             --     (1,069,136)         --     (1,069,136)
   Swenson merger
     (note 17)                    --           --            --         --             --     (3,650,000)         --     (3,650,000)
   Issuance of stock
     (note 15)             3,708,750     (275,482)       37,088     (2,755)    57,088,177             --          --     57,122,510
   Acquisitions (note 16)     91,891      263,441           919      2,634      5,595,374                                 5,598,927
                          ----------   ----------   -----------   --------   ------------   ------------   ---------   ------------
Balance
at December 31, 1997       3,800,641    3,487,957        38,007     34,879     68,277,394      9,661,879    (168,247)    77,843,912

  Comprehensive income:
     Net income                   --           --            --         --             --      7,236,027          --      7,236,027
     Cumulative
       translation
       adjustment                 --           --            --         --             --             --    (286,259)      (286,259)
     Minimum liability
       adjustment                 --           --            --         --             --             --     (30,742)       (30,742)
                                                                                                                          ---------
   Total comprehensive
      income                                                                                                              6,919,026
   Conversion of                                                                                                          ---------
     common stock              5,000       (5,000)           50        (50)            --             --          --             --
   Exercise of options            --        2,000            --         20          7,460             --          --          7,480
   Purchase of options            --           --            --         --       (381,200)            --          --       (381,200)
   Acquisitions (note 16)     90,537           --           905         --      1,446,571                                 1,447,476
                          ----------   ----------   -----------   --------   ------------   ------------   ---------   ------------

Balance
at December 31, 1998       3,896,178    3,484,957        38,962     34,849     69,350,225     16,897,906    (485,248)    85,836,694

  Comprehensive income:
     Net income                   --           --            --         --             --      1,679,301          --      1,679,301
     Cumulative
       translation
       adjustment                 --           --            --         --             --             --     305,889        305,889
                                                                                                                       ------------
   Total comprehensive
      income                                                                                                              1,985,190
                                                                                                                       ------------
   Retirement of stock        (1,000)          --           (10)        --             --             --          --            (10)
   Conversion of
     common stock            380,370     (380,370)        3,804     (3,804)            --             --          --             --
   Exercise of options            --      274,600            --      2,746        716,117             --          --        718,863
   Repurchase of
      stock (note 18)             --     (263,441)           --     (2,634)    (2,796,427)            --          --     (2,799,061)
   Acquisitions (note 16)     52,623           --           526         --        639,460                                   639,986
                          ----------   ----------   -----------   --------   ------------   ------------   ---------   ------------

Balance
at December 31, 1999       4,328,171    3,115,746   $    43,282   $ 31,157   $ 67,909,375   $ 18,577,207   $(179,359)  $ 86,381,662
                          ==========   ==========   ===========   ========   ============   ============   =========   ============
</TABLE>



See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>   36




                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                  Years ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
                                                                           1999              1998              1997
                                                                      ------------       -----------       -----------
<S>                                                                   <C>                  <C>               <C>
Cash flows from operating activities:
    Net income                                                        $  1,679,301         7,236,027         2,644,933
    Adjustments to reconcile net income to net
    cash provided by (used in) operating activities:
       Depreciation, depletion and amortization                          4,010,012         3,308,377         2,106,642
       Increase in cash surrender value of life insurance                  (78,076)         (149,685)         (105,713)
       Loss (gain) on sale of property, plant and equipment                842,030            34,078           (40,612)
       Loss in income of affiliated company                                     --                --           130,341
       Cumulative effect of a change in accounting principle               149,781                --                --
       Deferred taxes                                                        2,709           207,044           (79,658)
       Changes in operating assets and liabilities:
          Decrease (increase) in trade receivables                         400,648           538,321          (152,923)
          Decrease (increase) in due to/from related parties               (99,701)          (31,030)           38,872
          Decrease (increase) in inventories                             1,671,371        (3,996,110)       (1,034,738)
          Decrease (increase) in other current assets                     (613,993)          241,015          (376,363)
          Decrease (increase) in intangible pension asset                  218,888           (24,852)         (100,618)
          Decrease (increase) in other assets                               59,413            26,462           (59,108)
          Decrease in trade payables                                      (987,382)         (716,437)         (996,628)
          Decrease in accrued expenses                                  (1,196,545)         (607,247)         (309,864)
          Increase (decrease) in income taxes payable/receivable         1,482,531          (941,723)         (199,708)
          Increase (decrease) in customer deposits                       1,241,789        (1,090,054)         (238,225)
          Increase (decrease) in deferred compensation                     (33,856)          (29,398)          217,207
          Decrease in deferred income                                     (124,386)         (400,000)         (400,000)
          Increase (decrease) in accrued pension cost                      467,098            34,092        (1,504,512)
          Increase in accrued postretirement benefit cost                   65,160            42,131            20,576
          Increase in other liabilities                                        417                --                --
                                                                      ------------       -----------       -----------
          Net cash provided by (used in) operating activities            9,157,209         3,681,011          (440,099)
                                                                      ------------       -----------       -----------
Cash flows from investing activities:
    Purchases of property, plant and equipment                          (3,559,510)       (3,462,286)       (4,100,519)
    Proceeds from sale of property, plant and equipment                    137,451            40,725           136,959
    Decrease (increase) in other investments                               342,551           (12,424)           56,340
    Acquisitions, net of cash acquired                                 (12,919,177)      (20,451,341)      (19,124,100)
    Cash included in sale of subsidiary                                   (250,000)               --                --
                                                                      ------------       -----------       -----------
          Net cash used in investing activities                        (16,248,685)      (23,885,326)      (23,031,320)
                                                                      ------------       -----------       -----------
Cash flows from financing activities:
    Net borrowings (repayments) under lines of credit                    6,933,190         5,358,176        (2,171,957)
    Decrease (increase) in debt issuance costs                              11,796          (147,398)          (66,215)
    Increase in organization costs                                              --            (9,717)         (234,765)
    Proceeds from long-term debt                                                --        12,000,000                --
    Principal payments on long-term debt                                  (608,216)         (327,016)      (23,181,796)
    Net stock option transactions                                          718,853          (373,720)               --
    Proceeds from issuance of common stock, net of fees                         --                --        57,122,510
                                                                      ------------       -----------       -----------
          Net cash provided by financing activities                      7,055,623        16,500,325        31,467,777
                                                                      ------------       -----------       -----------
Effect of exchange rate changes on cash                                    211,899          (231,702)         (122,554)
                                                                      ------------       -----------       -----------
          Net increase (decrease) in cash and cash equivalents             176,046        (3,935,692)        7,873,804

Cash and cash equivalents, beginning of year                             4,701,168         8,636,860           763,056
                                                                      ------------       -----------       -----------
Cash and cash equivalents, end of year                                $  4,877,214         4,701,168         8,636,860
                                                                      ============       ===========       ===========
</TABLE>

See accompanying notes to consolidated financial statements.



                                      F-6
<PAGE>   37



                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                      1999                 1998                1997
                                                   ----------           ---------           ----------
<S>                                                <C>                  <C>                 <C>
Supplemental cash flow information:
    Cash paid during the year for:
       Interest                                    $2,112,113             432,257           1,576,477
       Income taxes                                   363,954           3,203,313             982,262
</TABLE>




Supplemental non-cash investing and financing activities:
    On May 28, 1999 the Company exchanged all of the outstanding shares of
    Keystone Memorial, Inc., a newly formed subsidiary, containing land,
    buildings and equipment of $2,381,292, inventory of $1,750,000, deferred tax
    liabilities of $417,564, prepaids of $9,351, intangibles of $47,974 and cash
    of $250,000 for shares valued at $2,799,061 and a note receivable with a net
    present value of $399,538. See Note 18 for further discussion.

    See Note 16 for non-cash activities relating to the acquisitions.

    During 1998, the Company adjusted goodwill and income tax payable for the
    1997 acquisitions in the amount of $163,439 upon filing of final tax
    returns.

    During 1997, the Company dividend certain assets of $1,069,136 to a related
    party, converted 275,482 shares of Class B common stock into Class A common
    stock, and incurred a capital lease obligation of $555,687 in exchange for
    property, plant and equipment. See Note 17 for non-cash activities relating
    to the Swenson merger.


<TABLE>
<CAPTION>
                                                1999              1998              1997
                                           ------------       -----------       -----------
<S>                                        <C>                 <C>               <C>
Acquisitions:
    Assets acquired                        $ 15,364,803        29,187,584        40,345,902
    Liabilities assumed and issued           (1,638,803)       (6,664,933)      (13,271,975)
    Common stock issued                        (639,986)       (1,447,476)       (5,598,927)
                                           ------------       -----------       -----------
    Cash paid                                13,086,014        21,075,175        21,475,000
    Costs related to 1998 acquisition           336,976
    Less cash acquired                         (503,813)         (623,834)       (2,350,900)
                                           ------------       -----------       -----------
       Net cash paid for acquisitions      $ 12,919,177        20,451,341        19,124,100
                                           ============       ===========       ===========
</TABLE>

See accompanying notes to consolidated financial statements.




                                      F-7
<PAGE>   38



                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997



(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Rock of Ages Corporation and Subsidiaries (the "Company") is an
       integrated quarrier, manufacturer, wholesaler and retailer of granite and
       products manufactured from granite.

       (a)    PRINCIPLES OF CONSOLIDATION

              The accompanying consolidated financial statements include the
              accounts of the Company and its wholly-owned subsidiaries. All
              significant intercompany balances and transactions have been
              eliminated in consolidation.

       (b)    CASH AND CASH EQUIVALENTS

              For purposes of the statement of cash flows, the Company considers
              all highly liquid investments purchased with a maturity of three
              months or less to be cash equivalents.

       (c)    INVENTORIES

              Inventories are stated at the lower of cost or market. Cost is
              determined using the first-in, first-out (FIFO) method.

       (d)    INVESTMENTS

              Investments consist of certificates of deposit with initial terms
              of six years with maturities through 1999. Certificates of deposit
              are valued at cost plus accrued interest.

       (e)    DEPRECIATION, DEPLETION AND AMORTIZATION

              Property, plant and equipment are stated at cost. Depreciation is
              calculated using the straight-line and declining balance methods,
              based upon the following estimated useful lives:

                 Buildings and land improvements             5 to 40 years
                 Machinery and equipment                     3 to 20 years
                 Furniture and fixtures                      5 to 12 years

              Depreciation expense amounted to $2,658,965, $2,547,300 and
              $1,720,810 in 1999, 1998 and 1997, respectively, which includes
              depreciation related to equipment under capital leases.

              Cost depletion and amortization of granite reserves and
              development costs are provided by charges to operations based on
              cubic feet produced in relation to estimated reserves of the
              property. Cost depletion and amortization charged to operations
              amounted to $160,109, $58,080 and $66,906 in 1999, 1998 and 1997,
              respectively.





                                      F-8
<PAGE>   39

                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997





       (f)    INTANGIBLES

              Intangibles consists of names and reputations and covenants not to
              compete. Names and reputations, also called goodwill, is recorded
              as a result of acquisitions, and is equal to the purchase price of
              the acquisition less the value of net assets acquired. The Company
              amortizes goodwill over 40 years using the straight-line method.
              Covenants not to compete, which are also recorded as a result of
              acquisitions, are being amortized over the length of the
              respective agreements. The Company assesses the recoverability of
              goodwill by determining whether the amortization over its
              remaining life can be recovered through undiscounted future
              operating cash flows of the acquired operations. The amount of
              impairment, if any, is measured based on projected discounted
              future operating cash flows using a discount rate reflecting the
              Company's average cost of funds. The assessment of the
              recoverability of goodwill will be impacted if estimated future
              operating cash flows are not achieved.

       (g)    DEBT ISSUANCE COSTS

              The Company amortizes debt issuance costs using the straight-line
              method over the term of the related borrowing. Amortization
              expense was $48,023, $34,595 and $131,046 in 1999, 1998 and 1997,
              respectively.

       (h)    ORGANIZATION COSTS

              The Company adopted "Statement of Position (SOP) 98-5, Reporting
              on the Costs of Start-Up Activities" as of January 1, 1999. The
              SOP requires the costs of start-up activities, including
              organization costs to be expensed as incurred. See Note 19 for
              further discussion.

              Organization costs had previously been capitalized and were
              amortized using the straight-line method over 60 months.
              Amortization expense amounted to $0, $53,013 and $76,841 in 1999,
              1998 and 1997, respectively.

       (i)    FOREIGN CURRENCY TRANSLATION

              The Company translates the accounts of its foreign subsidiaries in
              accordance with Statement of Financial Accounting Standards (SFAS)
              No. 52, Foreign Currency Translation, under which all assets and
              liabilities are translated at the rate of exchange in effect at
              year end. Revenue and expense accounts are translated using
              weighted average exchange rates in effect during the year. Gains
              or losses from foreign currency translation are charged to
              accumulated other comprehensive income which is included in
              stockholders' equity in the accompanying consolidated balance
              sheets.

       (j)    INCOME TAXES

              The Company files its U.S. Federal income tax returns on a
              consolidated basis. Rock of Ages Canada, Inc., a wholly-owned
              subsidiary, is responsible for income taxes in Canada.

              The Company recognizes deferred tax assets and liabilities for the
              future tax consequences attributable to the differences between
              the financial statement carrying amounts of existing assets and
              liabilities and their respective tax basis. The Company measures
              deferred tax assets and liabilities using enacted tax rates
              expected to apply to taxable income in the years in which those
              temporary differences are expected to be recovered or settled. The
              Company recognizes the effect on deferred tax assets and
              liabilities of a change in tax rates in income in the period that
              includes the enactment date.


                                      F-9
<PAGE>   40

                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997



              The Company is allowed to claim percentage depletion, under IRS
              Code Section 613, for tax purposes based upon income derived from
              quarrying operations.

              The Company intends to reinvest the unremitted earnings of its
              non-U.S. subsidiaries and postpone their remittance indefinitely.
              Accordingly, no provision for U.S. income taxes was required on
              such earnings during the three years ended December 31, 1999.


       (k)    STOCK-BASED EMPLOYEE COMPENSATION

              The Company uses the intrinsic value based method per Accounting
              Principles Board (APB) Opinion No. 25, Accounting for Stock Issued
              to Employees, for all of its stock-based employee compensation
              arrangements.


       (l)    PENSION AND OTHER POSTRETIREMENT PLANS

              On January 1, 1998, the Company adopted SFAS No. 132, Employers'
              Disclosures about Pension and Other Postretirement Benefits. SFAS
              No. 132 revises employers' disclosures about pension and other
              postretirement benefit plans. SFAS No. 132 does not change the
              method of accounting for such plans.

              The Company has a defined benefit pension plan covering
              substantially all of its Vermont based non-union employees. The
              benefits are based on years of service and the employee's
              compensation. The cost of this program is being funded currently.

              The Company has a salary continuation plan which covers certain
              employees who have deferred compensation agreements with the
              Company. The Company measures the costs of its obligations based
              on actuarial estimates. The Company recognizes net periodic costs
              as employees render the necessary services to earn the deferred
              compensation benefits.

              The Company also sponsors a defined benefit postretirement health
              care plan for certain early retirees and defined benefit
              postretirement group life insurance plans for all Vermont based
              union and non-union employees. The Company measures the costs of
              its obligation based on actuarial estimates and recognizes net
              periodic costs as retirees and employees render the services
              necessary to earn the postretirement benefits.


       (m)    USE OF ESTIMATES

              The preparation of financial statements in conformity with
              generally accepted accounting principles requires management to
              use estimates and assumptions that affect the reported amounts of
              assets and liabilities and disclosure of contingent assets and
              liabilities at the date of the financial statements and the
              reported amounts of revenues and expenses during the reporting
              period. Actual results could differ from these estimates.



                                      F-10
<PAGE>   41

                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997




      (n)     IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE
              DISPOSED OF

              The Company accounts for long-lived assets in accordance with the
              provisions of SFAS No. 121, Accounting for the Impairment of
              Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.
              This Statement requires that long-lived assets and certain
              identifiable intangibles be reviewed for impairment whenever
              events or changes in circumstances indicate that the carrying
              amount of an asset may not be recoverable. The Company measures
              recoverability of assets to be held and used by a comparison of
              the carrying amount of an asset to future net cash flows expected
              to be generated by the asset. If such assets are considered to be
              impaired, the impairment to be recognized is measured by the
              amount by which the carrying amount of the assets exceed the fair
              value of the assets. The Company reports assets to be disposed of
              at the lower of the carrying amount or fair value less costs to
              sell.

       (o)    REVENUE RECOGNITION

              The manufacturing division recognizes revenue upon shipment of
              finished orders from the manufacturing plant. The retailing
              division recognizes revenue upon the setting of the memorial. In
              certain instances, the Company may enter into an agreement with a
              customer which provides for extended payment terms, generally up
              to two years from either the date of setting of the memorial or,
              in certain instances, upon the settlement of an estate.

              The quarry division recognizes revenue from sales of granite
              blocks when the customer is invoiced for the block. At that time,
              the block is removed from the Company's inventory, the customer's
              name is printed on the block, and title and risk of ownership
              passes to the buyer. In many cases, granite blocks owned by
              customers remain on the Company's property for varying periods of
              time after title passes to the buyer. Payment terms are less 5% 30
              days, net 30 days, except the December terms described below.
              Sales of the Company's blocks are FOB quarry and the Company
              retains the obligation to load customer's blocks on trucks. At its
              Barre, Vermont location, sales are FOB Barre, Vermont and the
              Company retains a delivery obligation using the Company's trucks
              for block customers in Barre. The customer may take delivery at
              any time determined by the customer, but all invoices must be paid
              in accordance with their terms when due whether or not the
              customer requests delivery.

              The Company considers the earnings process substantially complete
              despite the Company's obligations to load the blocks, and, in the
              case of its Barre customers, deliver the blocks, because the cost
              of delivery service is inconsequential (less than 3%) in relation
              to the selling price. Further, under industry terms of trade,
              title passes and the payment obligation is established when the
              block is identified to a particular customer and transaction.

              In December each year, the Company provides special 90 day payment
              terms at its Barre quarries for all block purchased in the month
              of December. The reason for this is that the Barre quarries are
              generally closed from mid-December through mid-March because of
              weather. The quarry customer's manufacturing plants remain open
              during most of this period, however, and most prefer to assure
              they own blocks of a size and quality selected by them prior to
              the quarries' closure. All blocks purchased in December on
              deferred payment terms are invoiced on or about December 31 and
              removed from the Company's inventory with title passing to the
              buyer. Payment terms are one-third of the invoice amount on
              January 15, one-third on February 15, and one-third on March 15.
              The program provides essentially the normal 30 day payment terms
              during the months when the quarry is closed notwithstanding the
              customer's purchase of a three months supply in December.
              Customers need not use these terms and may buy from inventory
              during the closure period on a first come first served basis with
              normal 30 day terms.



                                      F-11
<PAGE>   42

                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997



              The Company does not require collateral or other security on trade
              receivables. The credit risk on trade receivables is controlled by
              requiring significant deposits. The Company continuously monitors
              outstanding trade receivables.

       (p)    COMMON STOCK

              The Company has two classes of common stock outstanding, Class A
              and Class B. The shares of Class A common stock and Class B common
              stock differ with respect to voting rights and certain conversion
              rights, as described below:

              Voting Rights - Each share of Class A common stock entitles the
              holder to one vote on each matter submitted to a vote of the
              Company's stockholders and each share of Class B common stock
              entitles the holder to ten votes on each such matter, in each case
              including the election of directors. Neither the Class A common
              stock nor the Class B common stock has cumulative voting rights.

              Conversion - Class A common stock has no conversion rights. Class
              B common stock is convertible into Class A common stock, in whole
              or in part, at any time and from time to time at the option of the
              holder on the basis of one share of Class A common stock for each
              share of Class B common stock converted. Each share of Class B
              common stock will also automatically convert into one share of
              Class A common stock upon transfer to any person or entity other
              than a Permitted Transferee, as defined in the Company's Amended
              and Restated Certificate of Incorporation.

       (q)    NET INCOME PER SHARE

              Net income per share, or basic earnings per share, is computed by
              dividing earnings available for common shares by the weighted
              average number of common shares outstanding during each year. Net
              income per share - diluted, or diluted earnings per share, is
              computed by dividing earnings available for common shares by the
              weighted average number of common shares outstanding during each
              year, adjusted to include the additional number of common shares
              that would have been outstanding if the dilutive potential common
              shares had been issued. Potential common shares are not included
              in the diluted earnings per share calculations where the effect of
              their inclusion would be antidilutive.

       (r)    COMPREHENSIVE INCOME

              On January 1, 1998, the Company adopted SFAS No. 130, Reporting
              Comprehensive Income. SFAS No. 130 establishes standards for
              reporting and presentation of comprehensive income and its
              components in a full set of financial statements. Comprehensive
              income consists of net income, cumulative translation adjustment,
              and a minimum liability adjustment and is presented in the
              consolidated pension statements of stockholders' equity and
              comprehensive income. The Statement requires only additional
              disclosures in the consolidated financial statements; it does not
              affect the Company's financial position or results of operations.
              Prior year financial statements have been reclassified to conform
              to the requirements of SFAS No. 130.

       (t)    RECLASSIFICATIONS

              Certain reclassifications have been made to prior year's financial
              statements in order to conform to the 1999 presentation.


                                      F-12
<PAGE>   43

                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997



(2)    INVENTORIES

       Inventories consist of the following at December 31, 1999 and 1998:
<TABLE>
<CAPTION>
                                                                                               1999                1998
                                                                                        ------------------  ------------------

<S>                                                                                     <C>                       <C>
          Raw materials                                                                 $      9,650,190          9,814,621
          Work-in-process                                                                      1,703,543          5,724,011
          Finished goods and supplies                                                         11,938,074          8,535,990
                                                                                          --------------      -------------

                                                                                        $     23,291,807         24,074,622
                                                                                          ==============      =============
</TABLE>
(3)    INTANGIBLES

       Intangibles consist of the following at December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                         ESTIMATED
                                                                        USEFUL LIFE            1999                1998
                                                                     -----------------  ------------------  ------------------

<S>                                                                         <C>         <C>                      <C>
          Names and reputations                                            40 Years     $     39,206,178         29,397,130
          Covenants not to compete                                       5-10 Years              495,100            445,100
                                                                                          --------------      -------------

                                                                                              39,701,278         29,842,230
          Less accumulated amortization                                                        1,914,343            771,428
                                                                                          --------------      -------------

                      Total                                                             $     37,786,935         29,070,802
                                                                                          ==============      =============
</TABLE>

       Amortization expense was $1,142,915 in 1999, $615,389 in 1998 and
$111,039 in 1997.


(4)    LEASES

       The Company has several noncancellable operating leases for vehicles,
       equipment and office space which expire over the next five years. Rental
       expense for all operating leases was $1,257,320, $596,912 and $207,646
       during 1999, 1998 and 1997, respectively. Rental expense includes amounts
       for related party operating leases of $533,047, $320,330 and $29,500 in
       1999, 1998 and 1997, respectively.

       Future minimum lease payments under noncancellable operating leases (with
       initial or remaining lease terms in excess of one year) are as follows:

<TABLE>
<CAPTION>
               YEAR ENDED DECEMBER 31:                                                    RELATED PARTY            OTHER
               -----------------------                                                    -------------            -----
<S>                                                                                     <C>                         <C>
                        2000                                                            $        593,916            589,672
                        2001                                                                     596,433            463,292
                        2002                                                                     563,649            406,703
                        2003                                                                     335,882            288,869
                        2004                                                                     157,467            140,494
                        Thereafter                                                                75,088            115,384
                                                                                          --------------      -------------

                                                                                        $      2,322,435          2,004,414
                                                                                          ==============      =============
</TABLE>


                                      F-13
<PAGE>   44

                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997




       The Company also is the lessor of various parcels of land. Rental
       income was $35,239, $36,031 and $32,133 in 1999, 1998 and 1997,
       respectively. Future minimum rentals to be received under noncancellable
       leases are as follows:

              YEAR ENDED DECEMBER 31:
              -----------------------

                        2000                             $       33,941
                        2001                                     33,341
                        2002                                     21,241
                        2003                                     17,641
                        2004                                     12,386
                        Thereafter                                   --
                                                         --------------
                                                         $      118,550
                                                         ==============
(5)    LINES OF CREDIT

       The Company's financing with the CIT Group/Business Credit, Inc. provides
       for an acquisition term loan line of credit of $25 million and a
       revolving credit facility of an additional $25 million. Effective July 1,
       1998, 50% of each facility has been assigned to the FleetBoston,
       consistent with the initial agreement. Such loans and advances under the
       revolving credit facility shall be in amounts up to 75% of the
       outstanding eligible accounts receivable of the Company and 50% of the
       aggregate value of eligible inventory of the Company; however, advances
       against eligible inventory may not exceed $12,500,000 at any one time.
       The acquisition term loans are limited to two per calendar quarter and
       must be at least $1,000,000 each. The interest rate on this agreement is
       based on a formula of prime less .50%, or at the Company's election, the
       sum of 1-3/4% plus LIBOR. However, if the Company chooses the latter
       option, the elections must be in multiples of $1,000,000, and no more
       than four LIBOR elections may be in effect at any one time. Fees include
       a one time fee of $125,000 (which was paid in full in 1999), a line of
       credit fee of $4,167 per month and a collateral management fee of $1,000
       per month. Amounts outstanding were $13,619,846 and $12,000,000 as of
       December 31, 1999 and $6,379,511 and $12,000,000 as of December 31, 1998
       on the revolving credit facility and term loan line of credit,
       respectively. The weighted average interest rate was 7.25% and 7.96% on
       the revolving credit facility in 1999 and 1998, respectively.

       The Company's Canadian subsidiary also has a line of credit agreement
       with a lending institution. Under the terms of this agreement, a maximum
       of approximately $4,000,000 may be advanced based on percentages of
       eligible accounts receivable, eligible inventory, and tangible fixed
       assets. The line of credit agreement will be reviewed at least annually
       for any revisions to the agreement, bears interest at the Canadian prime
       rate plus 1/4%, and is secured by substantially all assets of the
       subsidiary. Amounts outstanding as of December 31, 1999 and 1998 were $0
       and $307,145 respectively


                                      F-14
<PAGE>   45


                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997



(6)    LONG-TERM DEBT

       Long-term debt at December 31, 1999 and 1998 consists of the following:

<TABLE>
<CAPTION>
                                                                                         1999            1998
                                                                                     -----------      ----------

<S>                                                                                  <C>                  <C>
          Note payable - Dutton, interest at 6%, payable in monthly principal
               and interest payments of $674, unsecured, due December 2003           $    28,733          34,860
          Note payable - Plante, interest at 8.0%, payable in monthly payments
               of $2,593 beginning February 2001, unsecured, due January 2021            310,000         310,000
          Note payable - bank, interest at prime plus 1.5%, payable in monthly
               installments of $544 plus interest, due November 2001, secured
               by property                                                                12,693          18,516
          Obligation under capital lease, interest at 7.99%, payable in monthly
               installments of $1,505 plus interest, due December 2000,
               secured by equipment                                                       35,411          48,163
          Obligation under capital lease, interest at 7.89%, payable in monthly
               installments of $10,276, due June 2001, secured by equipment              305,711         384,909
          Note payable - Anderson, payable with granite inventory at a set
               sales price of $14.50 per cubic foot at maximum sales of 1,500
               cubic feet per month                                                      282,660         342,227
          Note payable - Chrysler Financial, interest at 2.9%, payable in
               monthly installments of $598, due December 2001,
               secured by equipment                                                       10,508          20,045
          Note payable - GMAC, interest at 4.9%, payable in monthly
               installments of $439, due February 2002, secured by equipment              10,820          15,440
          Note payable - GMAC, interest at 2.9%, payable in monthly
               installments of $716, due October 2002, secured by equipment               23,360          31,157
          Note payable - Harold, interest at 10%, payable in monthly
               installments of $4,366, due June 2001, secured by property
               and equipment                                                              72,688         115,465
          Term loan, interest at 7.25% and 6.97% in 1999 and 1998,
               respectively (see note 5), due December 2002,
               secured by substantially all assets of the Company                     12,000,000      12,000,000
          Note payable - PNC, interest at 8.95%, payable in monthly
               installments of $334, due July 2001, secured by equipment                   6,482           9,220
          Note payable - Remsen Dodge, interest at 2.9%, payable in
               monthly installments of $598, due December 2002,
               secured by equipment                                                       13,362              --
          Note payable - Ford Motor Credit Corp., interest at 2.9%,
               payable in monthly installments of $392, due September
               2002, secured by equipment                                                 11,996              --
          Note payable - Hilgendorf, paid in February 2000                                62,000
          Note payable - Hilgendorf, paid in February 2000                                50,000              --
</TABLE>




                                      F-15
<PAGE>   46


                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997





<TABLE>
<CAPTION>
                                                                                               1999                1998
                                                                                        ------------------  ------------------
<S>                                                                                     <C>                           <C>
          Note payable - Ford Motor Credit, interest at 9.2%, paid
               in full                                                                  $             --              3,264
          Notes payable - assumed at acquisition and paid in full in 1999                             --            349,080
                                                                                          --------------      -------------

                                                                                              13,236,424         13,682,346
          Less current installments                                                              616,118            802,685
                                                                                          --------------      -------------

          Long-term debt, excluding current installments                                $     12,620,306         12,879,661
                                                                                          ==============      =============
</TABLE>

       Future maturities of the December 31, 1999 long-term debt are as follows:

<TABLE>
<CAPTION>
                                                                                            OBLIGATIONS            OTHER
                                                                                               UNDER             LONG-TERM
          YEAR ENDED DECEMBER 31:                                                          CAPITAL LEASE            DEBT
          ----------------------                                                        ------------------       ----------
<S>                                                                                     <C>                         <C>
                  2000                                                                  $          168,277          470,243
                  2001                                                                             202,892           97,859
                  2002                                                                                  --       12,022,368
                  2003                                                                                  --           15,500
                  2004                                                                                  --            8,324
                 Thereafter                                                                                         281,008
                                                                                          ----------------       ----------
                                                                                                   371,169       12,895,302
               Interest included in obligations under capital lease                                 30,047       ==========
                                                                                          ----------------

                                                                                        $          341,122
                                                                                          ================
</TABLE>


       The cost of the equipment under capital leases was $786,755 and $742,554
       and related accumulated depreciation was $181,432 and $107,760 as of
       December 31, 1999 and 1998, respectively.

       The financing agreements with banks contain various restrictive covenants
       with respect to the maintenance of financial ratios, capital additions,
       and other items. As of December 31, 1999 the Company was in compliance
       with all such covenants.


(7)    FAIR VALUE OF FINANCIAL INSTRUMENTS

       SFAS No. 107, Disclosures About the Fair Value of Financial Instruments,
       requires disclosure of information about the fair value of certain
       financial instruments for which it is practicable to estimate that value.
       For purposes of the following disclosure the fair value of a financial
       instrument is the amount at which the instrument could be exchanged in a
       current transaction between willing parties other than in a forced sale
       or liquidation. Management has determined that the carrying values of its
       financial assets and liabilities approximate fair value at December 31,
       1999.

                                      F-16
<PAGE>   47

                   ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997


(8)   INCOME TAXES

      A summary of the significant components of the provision for income taxes
for the years ended December 31, 1999, 1998 and 1997 is as follows:


                                              1999         1998         1997
                                            ---------    ---------    -------


      Current:
        Federal                               796,667    1,572,964    715,942
        State                                 314,787      423,833    242,685
        Foreign                               280,683       98,983    (36,611)
                                            ---------    ---------    -------
            Total current                   1,392,137    2,095,780    922,016
                                            =========    =========    =======

      Deferred:
        Federal                               (1,713)           --    (48,034)
        State                                   (926)           --    (24,946)
        Foreign                                5,348       207,044         --
                                            ---------    ---------    -------
            Total deferred                     2,709       207,044    (72,980)
                                            =========    =========    =======

      Total                                 1,394,846    2,302,824    849,036

      Cumulative effect of a change
        in accounting principle               (47,559)          --         --
                                            ---------    ---------    -------

      Total provision for income taxes      1,347,287    2,302,824    849,036
                                            =========    =========    =======

      Included in income before provision for income taxes is foreign income
      (loss) of $872,264, $1,346,338 and $379,736 for the years ended December
      31, 1999, 1998 and 1997, respectively.


      The tax effects of temporary differences that give rise to significant
      portions of the deferred tax assets and deferred tax liabilities at
      December 31, 1999 and 1998 are presented below:

<TABLE>
<CAPTION>
                                                                                 1999               1998
                                                                              -----------        ----------
<S>                                                                           <C>                 <C>
      Deferred tax assets:
           Accrued pension, accrued postretirement benefit cost
              and deferred compensation                                       $ 1,324,000         1,125,000
           Allowance for doubtful accounts                                        463,000           550,000
           Accrued expenses                                                        98,000            99,000
           Inventories, principally due to additional costs inventoried
              for tax purposes pursuant to the Tax Reform Act of 1986             393,000           345,000
           Alternative minimum tax credits                                      2,898,000         2,280,000
                                                                              -----------        ----------
           Total gross deferred tax assets                                      5,176,000         4,399,000
           Less valuation allowance                                            (3,347,000)       (2,908,000)
                                                                              -----------        ----------
           Total net deferred tax assets                                        1,829,000         1,491,000
                                                                              -----------        ----------
      Deferred tax liabilities:
           Quarry development                                                    (386,000)         (400,000)
           Names and reputations                                                 (286,000)          (87,000)
           Other liabilities                                                     (279,623)         (541,478)
                                                                              -----------        ----------
           Total gross deferred tax liabilities                                  (951,623)       (1,028,478)
                                                                              -----------        ----------
           Net deferred tax assets                                            $   877,377           462,522
                                                                              ===========        ==========
</TABLE>





                                      F-17
<PAGE>   48
                   ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997



      SFAS No. 109, Accounting for Income Taxes, requires a valuation allowance
      against deferred tax assets if, based on the weight of available evidence,
      it is more likely than not that some or all of the deferred tax assets
      will not be realized. Deferred tax assets include significant alternative
      minimum tax credit carryforwards which have been fully reserved and may be
      carried forward indefinitely. Utilization of these alternative minimum tax
      credits is limited to future federal income tax in excess of the
      alternative minimum tax. Management believes that it is more likely than
      not that the results of future operations will generate sufficient taxable
      income to realize the net deferred tax assets.

      A reconciliation of differences between the statutory U.S. federal income
      tax rate, on income before provision for income taxes and cumulative
      effect of a change in accounting principle, and the Company's effective
      tax rate follows:

<TABLE>
<CAPTION>
                                                     1999         1998         1997
                                                     ----         ----         ----
<S>                                                  <C>          <C>          <C>
      U.S. statutory rate                            34.0%        34.0%        34.0%
      State taxes, net of federal benefit             8.8          5.3          6.0
      Names and reputations amortization              6.0          1.6          0.0
      Keystone divestiture                           10.3          0.0          0.0
      Minimum tax credits utilized                    0.0         (2.3)         0.0
      Other, primarily tax depletion                (15.8)       (14.5)       (15.7)
                                                     ----         ----         ----
      Effective tax rate                             43.3%        24.1%        24.3%
                                                     ====         ====         ====
</TABLE>

      Deferred taxes have not been provided on the undistributed earnings of the
      Company's wholly-owned Canadian subsidiary since the Company can control
      the distribution of such earnings and has determined that such earnings
      will be reinvested indefinitely. Additional taxes could be due if these
      earnings were distributed.



(9)   PENSION AND OTHER BENEFITS

      The Company has a defined benefit pension plan covering substantially all
      of its Vermont based non-union employees. The benefits are based on years
      of service and the employee's compensation. The cost of this program is
      being funded currently.

      The Company has a salary continuation plan which covers certain employees
      who have deferred compensation agreements with the Company. The Company
      measures the costs of its obligations based on actuarial estimates. The
      net periodic costs are recognized as employees render the necessary
      services to earn the deferred compensation benefits.

      The Company also sponsors a defined benefit postretirement health care
      plan for certain early retirees and defined benefit postretirement group
      life insurance plans for all Vermont based union and non-union employees.
      The Company measures the costs of its obligation based on actuarial
      estimates. The net periodic costs are recognized as retirees and employees
      render the services necessary to earn the postretirement benefits.



                                      F-18
<PAGE>   49

                   ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997



<TABLE>
<CAPTION>
                                                         NON-UNION                    DEFERRED
                                                     PENSION BENEFITS           COMPENSATION BENEFITS         OTHER BENEFITS
                                                  -------------------------   ------------------------   -----------------------
                                                      1999         1998          1999         1998         1999          1998
                                                  -----------   -----------   ----------    ----------   ----------   ----------
<S>                                               <C>            <C>           <C>           <C>          <C>          <C>

CHANGE IN BENEFIT OBLIGATION:
Benefit obligation at beginning of year           $16,819,615    16,359,506    1,793,754     1,585,088    1,782,602    1,670,595
Service cost                                          475,922       451,249       96,855        84,815       24,613       22,159
Interest cost                                       1,127,258     1,146,229      117,612       111,725      119,513      117,122
Amendments                                                 --    (1,108,710)          --            --           --           --
Actuarial (gain)/loss                              (1,248,952)      881,772     (313,510)      100,226      (63,819)     131,324
Benefits paid                                        (944,883)     (910,431)    (102,695)      (88,100)    (151,018)    (158,598)
                                                  -----------   -----------   ----------    ----------   ----------   ----------
Benefit obligation at end of year                 $16,228,960    16,819,615    1,592,016     1,793,754    1,711,891    1,782,602
                                                  -----------   -----------   ----------    ----------   ----------   ----------
CHANGE IN PLAN ASSETS:
Fair value of plan assets at beginning of year    $15,675,425    14,670,887           --            --           --           --
Actual return on plan assets                        1,811,082     1,723,826           --            --           --           --
Employer contribution                                      --       649,588      102,695        88,100      151,018      158,598
Spin-off (note 17)                                         --      (458,445)          --            --           --           --
Benefits paid                                        (944,883)     (910,431)    (102,695)      (88,100)    (151,018)    (158,598)
                                                  -----------   -----------   ----------    ----------   ----------   ----------
Fair value of plan assets at end of year          $16,541,624    15,675,425           --            --           --           --
                                                  -----------   -----------   ----------    ----------   ----------   ----------

Funded status                                     $   312,664    (1,144,190)  (1,592,016)   (1,793,754)  (1,711,891)  (1,782,602)
Unrecognized net actuarial (gain)/loss             (2,422,189)     (732,885)    (112,302)      202,768      193,184      265,919
Unrecognized prior service cost                     1,234,433     1,364,837      171,347       195,610           --           --
Unrecognized transition obligation                    373,902       478,146       17,113        23,278      883,902      947,038
                                                  -----------   -----------   ----------    ----------   ----------   ----------
Net amount recognized                             $  (501,190)      (34,092)  (1,515,858)   (1,372,098)    (634,805)    (569,645)
                                                  -----------   -----------   ----------    ----------   ----------   ----------
Amounts recognized in the consolidated
balance sheet consist of:
   Accrued benefit liability                      $  (501,190)      (34,092)  (1,515,858)   (1,621,728)    (634,805)    (569,645)
   Intangible asset                                        --            --           --       218,888           --           --
   Minimum liability adjustment                            --            --           --        30,742           --           --
                                                  -----------   -----------   ----------    ----------   ----------   ----------
Net amount recognized                             $  (501,190)      (34,092)  (1,515,858)   (1,372,098)    (634,805)    (569,645)
                                                  -----------   -----------   ----------    ----------   ----------   ----------

WEIGHTED-AVERAGE ASSUMPTIONS AS OF DECEMBER 31:
Discount rate                                             7.5%         6.75%         7.5%         6.75%         7.5%        6.75%
Expected return on plan assets                            9.0%         9.00%         N/A           N/A          N/A          N/A
Rate of compensation increase                             5.5%         5.50%         4.5%         4.50%         N/A          N/A

</TABLE>


For measurement purposes, a 6 percent annual rate of increase in the per capita
cost of covered health care benefits was assumed for 1999. The rate was assumed
to decrease gradually to 5 percent for 2000 and 4 percent for 2001 and remain at
that level thereafter.





                                      F-19
<PAGE>   50
                   ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
                                                                                  DEFERRED
                                       NON-UNION PENSION BENEFITS         COMPENSATION BENEFITS           OTHER BENEFITS
                                -------------------------------------   -------------------------  ----------------------------
                                    1999        1998(1)       1997        1999     1998     1997    1999      1998       1997
                                -----------   ----------   ----------   -------  -------  -------  -------  --------   --------
<S>                             <C>              <C>          <C>        <C>      <C>      <C>      <C>       <C>        <C>

COMPONENTS OF NET
PERIODIC BENEFIT COST:
   Service cost                 $   475,922      451,249      387,461    96,855   84,815   67,366   24,613    22,159     13,619
   Interest cost                  1,127,258    1,146,229    1,098,197   117,612  111,725   99,859  119,513   117,122    117,876
   Expected return on
     plan assets                 (1,370,730)  (1,283,875)  (1,005,314)       --       --       --       --        --         --
   Amortization of
     prior service cost             130,404      173,318      177,220    24,263   24,263   24,263       --        --         --
   Amortization of
     transition obligation          104,244      138,644      141,771     6,165    6,165    6,165   63,136    63,136     63,136
   Recognized net
     actuarial (gain)/loss               --           --           --     1,560       --       --    8,916    (1,688)    (6,334)
                                -----------   ----------   ----------   -------  -------  -------  -------  --------   --------
Net periodic benefit cost        $  467,098      625,565      799,335   246,455  226,968  197,653  216,178   200,729    188,297
                                ===========   ==========   ==========   =======  =======  =======  =======  ========   ========

</TABLE>


      (1) In addition, there was a special charge under SFAS No. 88 of $58,115
due to the spin-off of the Swenson Granite Company, LLC salaried employees as of
December 1, 1998.

The Company has multiple postretirement benefit plans. The health care plan
covers a closed group of retirees selected by the Company and benefits for all
but two of the participants cease at age 65. The life insurance plan covers all
Vermont based employees; non-union employee coverage is 50% of the group
insurance coverage which the employee had prior to retirement (but not more than
$60,000) and union employee coverage is $6,000. The life insurance plan assumes
a 4.50% rate of compensation increase for all years.

Assumed health care trend rates have a significant effect on the amounts
reported for the health care plan. A one-percentage-point change in assumed
health care cost trend rates would have the following effects:

<TABLE>
<CAPTION>
                                                1-PERCENTAGE-     1-PERCENTAGE-
                                               POINT INCREASE    POINT DECREASE
                                               --------------    --------------
<S>                                               <C>                 <C>

Effect on total of service and
  interest cost components                         $ 342               (327)
Effect on postretirement benefit obligation        5,174             (4,945)

</TABLE>

UNION PENSION BENEFITS

In July 1999, Vermont based union employees became participants in Steelworkers
Pension Trust. The Company contributes amounts as required by the union
contract.

In 1998, Vermont based union employees participated in a multi-employer defined
benefit pension plan. The Company contributed amounts as required by the union
contract. The amount charged to operations in the accompanying consolidated
statements of operations was $641,150, $740,941 and $786,217 in 1999, 1998 and
1997, respectively.




                                      F-20
<PAGE>   51
                   ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997



      DEFERRED COMPENSATION BENEFITS

      In addition to the deferred compensation benefits under its salary
      continuation plan, the Company has deferred compensation agreements with
      three former stockholders of acquired companies. The present value of the
      future payments under these agreements was $2,142,185, $2,070,171 and
      $2,294,031 as of December 31, 1999, 1998 and 1997, respectively. Total
      annual payments of $260,200 begin and end at various dates from 1997 to
      2016. One of these agreements is partially paid through benefits paid by
      the Company into the defined pension plan, therefore the payment amount
      changes annually based on actuarial estimates.

      401(k) BENEFITS

      The Company's contributions were $156,205, $93,263 and $72,303 in 1999,
      1998 and 1997, respectively. Acquisitions during 1999, 1998 and 1997 have
      significantly increased the number of participants in the plans.


(10)  STOCK-BASED EMPLOYEE COMPENSATION

      Under the terms of the Amended and Restated 1994 Stock Plan, 1,500,000
      options were reserved for issuance to key employees and directors to
      purchase equivalent shares of common stock. The options granted have a
      five year term and vest at 20% per year.

      The following table sets forth the stock option transactions for the years
      ended December 31, 1999, 1998 and 1997:

<TABLE>
<CAPTION>
                                                                             WEIGHTED
                                                               NUMBER         AVERAGE
                                                            OF OPTIONS     EXERCISE PRICE
                                                            ----------     --------------
      <S>                                                     <C>            <C>

      Outstanding, December 31, 1996                           862,500        $  3.31
           Granted during 1997                                 383,252          18.50
                                                            ----------        -------
      Outstanding, December 31, 1997                         1,245,752           7.98
           Granted during 1998                                 125,000          14.44
           Lapsed during 1998                                  (40,500)         (3.57)
           Exercised during 1998                               (42,000)         (3.10)
                                                            ----------        -------
      Outstanding, December 31, 1998                         1,288,252        $  8.90
           Granted during 1999                                 175,000          11.68
           Lapsed                                                   --             --
           Exercised                                          (274,600)         (2.62)
           Surrendered                                        (658,252)        (16.17)
                                                            ----------        -------
      Outstanding, December 31, 1999                           530,400        $  4.04
                                                            ==========        =======
      Exercisable, December 31, 1999                           404,400        $  3.78
      Weighted average remaining contractual life            1.1 years
</TABLE>


                                      F-21
<PAGE>   52
                   ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997



<TABLE>
<CAPTION>
                                            WEIGHTED AVERAGE         OPTIONS EXERCISABLE
                                         -----------------------     -------------------
                                                                                WEIGHTED
                           NUMBER OF                   REMAINING                AVERAGE
                            OPTIONS      EXERCISE    CONTRACTUAL                EXERCISE
       EXERCISE PRICE     OUTSTANDING     PRICE          LIFE        NUMBER      PRICE
       --------------     -----------    --------    -----------    --------    --------
       <S>                 <C>            <C>            <C>         <C>         <C>

       $3.59 - $3.76       505,400        $ 3.68         1 Year      399,400     $ 3.68
          $12.38            25,000        $12.38         4 Years       5,000     $12.38

</TABLE>

      The Company has adopted the disclosure-only provisions of SFAS No. 123,
      Accounting for Stock-Based Compensation. Accordingly, no compensation cost
      has been recognized for stock options granted under the plan as the
      options were all granted at exercise prices which equaled the fair market
      value at the date of the grant. Had compensation cost for the Company's
      stock option plan been determined based on the fair value at the grant
      date for awards during 1999, 1998 and 1997 consistent with the provisions
      of SFAS No. 123, the Company's net income would have been reduced to the
      pro forma amount indicated below:

<TABLE>
<CAPTION>
                                                                      1999           1998            1997
                                                                   ----------      ---------      ---------
      <S>                                                          <C>             <C>            <C>

      Net income, as reported                                      $1,679,301      7,236,027      2,644,933
      Net income, pro forma                                         1,518,030      6,616,927      2,268,984
      Net income per share, pro forma                                     .20            .90            .53
      Net income per share - assuming dilution, pro forma                 .19            .83            .45

</TABLE>

      Pro forma net income reflects only options granted subsequent to December
      31, 1995 and is not necessarily indicative of future effects on net
      income. Therefore, the full impact of calculating compensation cost for
      stock options under SFAS No. 123 is not reflected in the pro forma net
      income amounts presented because compensation cost is reflected over the
      options' vesting periods and compensation cost only for options granted
      after January 1, 1996.

      The fair value of each option grant is estimated on the date of the grant.
      Options granted prior to 1997 were valued using the Minimum Value Method
      with the following weighted-average assumptions: risk-free interest rate
      of 6%; dividend yield of $0; and expected lives of five (5) years. The
      1999, 1998 and 1997 options were valued using the Black-Scholes
      option-pricing model with the following weighted-average assumptions:
      risk-free interest rate of 6%; dividend yield of $0; expected volatility
      of 47%, 49% and 16%, respectively; and expected lives of five (5) years.


(11)  RELATED PARTY TRANSACTIONS

      The Company is related through common ownership with several companies.
      The transactions with related parties, included in the consolidated
      statements of operations, are as follows for the years ended December 31,
      1999, 1998 and 1997:


<TABLE>
<CAPTION>
                                                                1999            1998           1997
                                                              --------        -------        -------
     <S>                                                       <C>             <C>            <C>

      Net revenues                                            $ 26,013        196,032        840,554
      Cost of revenues                                         320,247      2,084,292      1,231,151
      Selling, general and administrative expenses                  --             --        750,000

</TABLE>



                                      F-22
<PAGE>   53
                   ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997



      Amounts due to (from) related parties as of December 31, 1999 and 1998 are
      as follows:

<TABLE>
<CAPTION>
                                                         1999            1998
                                                       --------        --------
     <S>                                               <C>               <C>

      Due to (from) Swenson Granite Company, LLC       $ (8,370)         37,417
      Due from K & E Sawing Company                          --          (6,213)
      Due to Missouri Red Quarries                           --         107,047
      Due to (from) Keystone Granite Company                 --         (28,267)
      Due from Granite Accents, Inc.                    (83,723)       (105,572)
      Due to (from) Kotecki Family Enterprises           (3,196)             --
                                                       --------        --------
                                                       $(95,289)          4,412
                                                       ========        ========
</TABLE>

      See note 4 for operating lease obligations with related parties.

(12)  UNAUDITED QUARTERLY SUMMARY INFORMATION

      The following is a summary of unaudited quarterly summary information for
      the years ended December 31, 1999, 1998 and 1997 (in thousands, except per
      share data):

<TABLE>
<CAPTION>
                                                                                  NET INCOME
                                                                                    (LOSS)
                                                                     NET INCOME    PER SHARE-
                                           NET        NET INCOME       (LOSS)      ASSUMING
                                         REVENUES       (LOSS)       PER SHARE     DILUTION
                                         --------     ----------     ----------   ----------
<S>                                      <C>            <C>             <C>          <C>

       1999 Quarters:
            First                        $17,518        (2,012)         (.27)        (.27)
            Second                        28,986         1,336           .18          .17
            Third                         24,413         1,062           .14          .14
            Fourth                        25,610         1,293           .17          .17
                                          ------        ------          ----         ----
                  Total                  $96,527         1,679           .22          .21
                                          ======        ======          ====         ====
       1998 Quarters:
            First                        $15,171          (431)         (.06)        (.06)
            Second                        22,955         2,787           .38          .35
            Third                         22,006         2,754           .37          .35
            Fourth                        22,614         2,126           .29          .27
                                          ------        ------          ----         ----
                  Total                  $82,746         7,236           .98          .91
                                          ======        ======          ====         ====

</TABLE>




                                      F-23

<PAGE>   54

                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>
                                                                     NET INCOME
                                                                       (LOSS)
                                                       NET INCOME    PER SHARE -
                                NET       NET INCOME    (LOSS)        ASSUMING
                             REVENUES       (LOSS)     PER SHARE      DILUTION
                             --------       ------     ---------      --------
<S>                          <C>             <C>          <C>         <C>
     1997 Quarters:
        First                $ 8,192         (978)        (.22)       (.20)
        Second                12,575          986          .23         .20
        Third                 16,374          833          .19         .17
        Fourth                17,066        1,804          .42         .36
                              ------        -----        -----        ----

              Total          $54,207        2,645          .62         .53
                              ======        =====        =====        ====
</TABLE>

     NOTE

     The Company has historically experienced certain seasonal patterns,
     primarily due to weather conditions affecting operations in Vermont and
     Canada and the setting of memorials in cemeteries located in northern
     regions. The Company made a significant number of acquisitions in the third
     and fourth quarters of 1997 and the second and third quarters of 1998.


(13) EARNINGS PER SHARE

     The following is a reconciliation of the numerators and denominators of the
     basic and diluted earnings per share (EPS) computations for net income for
     the years ended December 31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
                                                                       1999          1998          1997
                                                                    ----------     ---------    ---------
     <S>                                                           <C>            <C>          <C>
     Numerator:
          Income available to common shareholders
             used in basic and diluted earnings per share           $1,679,301     7,236,027    2,644,933
                                                                    ==========     =========    =========
     Denominator:
          Denominator for basic earnings per share:
             Weighted average shares                                 7,509,241     7,349,371    4,289,858
          Effect of dilutive securities:
             Stock options                                             316,348       634,723      707,371
                                                                    ----------     ---------    ---------
          Denominator for diluted earnings per share:
             Adjusted weighted average shares                        7,825,589     7,984,094    4,997,229
                                                                    ==========     =========    =========

     Basic earnings per share                                       $      .22           .98          .62

     Diluted earnings per share                                     $      .21           .91          .53
</TABLE>

     Options to purchase 25,000, 478,252 and 383,252 shares of Class A common
     stock at exercises prices ranging from $12.38 to $18.50 per share were
     outstanding in 1999, 1998 and 1997, respectively, but were not included in
     the computation of diluted EPS because the options' exercise price was
     greater than the average market price of the common shares during those
     years.



                                      F-24                           (Continued)

<PAGE>   55


                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997


(14) SEGMENT INFORMATION

     On December 31, 1998 the Company adopted SFAS No. 131, Disclosures about
     Segments of and Enterprise and Related Information. SFAS No. 131
     established standards for reporting information about operating segments in
     annual financial statements and requires selected information about
     operating segments in interim financial reports issued to stockholders. It
     also established standards for related disclosures about products and
     services and geographic areas.

     The Company is organized based on the products and services that it offers.
     Under this organizational structure, the Company operates in three
     segments: quarrying, manufacturing, and retailing.

     The quarrying segment extracts granite from the ground and sells it to both
     the manufacturing segment and to outside manufacturers, as well as to
     distributors in Europe and Japan.

     The manufacturing segment's principal product is granite memorials used
     primarily in cemeteries, although it also manufactures some specialized
     granite products for industrial applications.

     The retailing segment engraves and sells memorials and other granite
     products at various locations throughout the United States.

     Inter-segment revenues are accounted for as if the sales were to third
     parties.

     The following is the segment information for the years ended December 31,
     1999, 1998 and 1997 (in thousands):

<TABLE>
<CAPTION>
       1999                                            QUARRYING    MANUFACTURING   RETAILING        TOTAL
       ----                                            ---------    -------------   ---------       -------
     <S>                                                <C>             <C>           <C>           <C>
     Total net revenues                                 $ 27,972        44,790        36,933        109,695
     Inter-segment net revenues                            5,792         7,376            --         13,168
                                                        --------        ------       -------        -------

     Net revenues                                         22,180        37,414        36,933         96,527

     Total gross profit                                   12,565         5,595        19,184         37,344
     Inter-segment gross profit                           (2,591)        2,195           396             --
                                                        --------        ------       -------        -------

     Gross profit                                          9,974         7,790        19,580         37,344

     Selling, general and administrative expenses          4,768         6,715        19,758         31,241
                                                        --------        ------       -------        -------

     Income (loss) from operations                      $  5,206         1,075          (178)         6,103
                                                        ========        ======       =======        =======
</TABLE>


                                      F-25                           (Continued)

<PAGE>   56


                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>

     1998                                              QUARRYING    MANUFACTURING   RETAILING      TOTAL
     ----                                              ---------    -------------   ---------     -------
<S>                                                      <C>            <C>           <C>          <C>
Total net revenues                                       $26,448        48,858        18,597       93,903
Inter-segment net revenues                                 7,223         3,934            --       11,157
                                                         -------       -------        ------       ------

Net revenues                                              19,225        44,924        18,597       82,746

Total gross profit                                        11,672         7,950        10,799       30,421
Inter-segment gross profit                                 2,892        (2,892)           --           --
                                                         -------       -------        ------       ------

Gross profit                                               8,780        10,842        10,799       30,421

Selling, general and administrative expenses               4,497         6,506         9,368       20,372
                                                         -------       -------        ------       ------

Income from operations                                   $ 4,283         4,336         1,431       10,049
                                                         =======       =======        ======       ======
<CAPTION>

     1997                                              QUARRYING    MANUFACTURING   RETAILING      TOTAL
     ----                                              ---------    -------------   ---------     -------

Total net revenues                                       $18,544        40,850         1,781       61,175
Inter-segment net revenues                                 4,454         2,514            --        6,968
                                                         -------       -------        ------       ------

Net revenues                                              14,090        38,336         1,781       54,207

Total gross profit                                         7,400         7,508         1,198       16,106
Inter-segment gross profit                                 1,794        (1,794)           --           --
                                                         -------       -------        ------       ------

Gross profit                                               5,606         9,302         1,198       16,106

Selling, general and administrative expenses               4,407         5,832           797       11,036
                                                         -------       -------        ------       ------

Income from operations                                   $ 1,199         3,470           401        5,070
                                                         =======       =======        ======       ======
</TABLE>



                                      F-26                           (Continued)
<PAGE>   57

                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997

     Net revenues by geographic area are as follows for the years ended December
     31, 1999, 1998 and 1997 (in thousands):

<TABLE>
<CAPTION>
                                     1999         1998         1997
                                   -------       ------       ------
<S>                                <C>           <C>          <C>
     Net revenues (1):
          United States            $87,045       74,174       46,138
          Canada                     9,482        8,572        8,069
                                   -------       ------       ------

          Total net revenues       $96,527       82,746       54,207
                                   =======       ======       ======
</TABLE>

     (1)  Net revenues are attributed to countries based on where product is
          produced.

     Long-lived assets by geographic area are as follows as of December 31,
     1999, 1998 and 1997 (in thousands):

<TABLE>
<CAPTION>
                               1999          1998         1997
                              -------       ------       ------
 <S>                           <C>           <C>          <C>
     Long-lived assets:
          United States       $42,798       42,810       34,570
          Canada                1,976        1,660        1,866
          Japan                     5            5           --
                              -------       ------       ------

                              $44,779       44,475       36,436
                              =======       ======       ======
</TABLE>

(15) INITIAL PUBLIC OFFERING

     Effective October 21, 1997 the Company made an initial public offering
     (IPO) of 3,225,000 shares of Class A common stock at $18.50 per share,
     inclusive of 275,482 shares being sold by the selling shareholders. On
     November 21, 1997 the underwriters exercised their option to purchase an
     additional 483,750 shares of Class A common stock at $18.50 per share. The
     issuance of stock was recorded net of underwriting fees and other IPO
     expenses incurred of $6,392,948.

(16) ACQUISITIONS

     On June 30, 1997 the Company acquired all of the outstanding stock of KSGM,
     a successor to Keystone Memorials, Inc. for 263,441 shares of the Company's
     Class B common stock in a transaction which was accounted for under the
     purchase method. The fair market value of KSGM on the date of acquisition
     was $3,898,927.

     On October 24, 1997 the Company acquired Childs & Childs Granite Company,
     Inc. and a related company for $6,600,000 in cash and 10,810 shares of
     Class A common stock at the IPO price of $18.50 per share in a transaction
     which was accounted for under the purchase method. The assets acquired
     included the remaining 50% equity investment in four QC's and SMI. The
     purchase price has been allocated to the assets acquired and liabilities
     assumed based upon their respective fair market values, resulting in
     $5,690,032 of cost in excess of net assets acquired of which $4,167,254 was
     allocated to property, plant and equipment with the remaining $1,522,778 to
     names and reputations.


                                      F-27                           (Continued)
<PAGE>   58

                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997


     Also on October 24, 1997 the Company acquired Keith Monument Company and
     its affiliated companies for $16,375,000, consisting of 81,081 shares of
     Class A common stock at the IPO price of $18.50 per share and $14,875,000
     in cash in a transaction which was accounted for under the purchase method.
     The purchase price has been allocated to the assets acquired and
     liabilities assumed based upon their respective fair market values,
     resulting in $13,202,181 of cost in excess of net assets acquired of which
     $1,014,000 was allocated to property, plant and equipment, $246,211 for the
     conversion of inventory previously accounted for under LIFO, and the
     remaining $11,941,970 to names and reputations.

     Proceeds from the purchases of $100,000 and $250,000 for the Keith and
     Childs acquisitions, respectively, were held by the Company per the
     purchase and sale agreements for the settlement of certain conditions.
     These amounts were recorded as accrued expenses as of December 31, 1997 and
     have been paid by the Company during 1998.

     For the period April through December 1998 the Company, through its
     subsidiary Rock of Ages Memorials, Inc., acquired Clark Memorials, Inc.,
     Watertown Monument Works, Inc., Aberdeen Monument Works, Inc., Owatonna
     Granite Works, Inc., Desch-Paine Monuments, Inc., Mount Rushmore Granite
     Corp., Gallagher & Sons Monuments, Inc., Owatonna Granite & Monument Works,
     Inc. and all of the outstanding stock of Maumee Valley Memorials, Inc.,
     Miller Bros. Monument, Inc., Sioux Falls Monument Co., Portage Marble &
     Granite Co., Nor-Por Granite, Inc., North Hill Marble & Granite Co.,
     Kotecki Monuments, Inc., Edward T. Christiansen & Sons, Inc., and Joseph
     Uras Monument Corp. In connection with these acquisitions, certain assets
     were acquired and liabilities assumed of Fremont Forsberg, JUM Corporation
     and Joseph Uras Management Cemeteries, Inc.

     In November 1998 the Company, through its subsidiary Carolina Quarries,
     Inc., acquired the White Gardenia Quarry, its related operating entity,
     Piedmont Quarries Limited Liability Company, and certain undeveloped land
     in proximity to the Company's existing Salisbury Pink Quarry.

     The aggregate consideration for the 1998 acquisitions was $21,075,175 in
     cash and $1,447,476 representing 90,537 shares of the Company's Class A
     common stock ranging from $14.6875 to $17.625 per share in transactions
     which were accounted for under the purchase method of accounting. The
     aggregate purchase price has been allocated to the assets acquired and
     liabilities assumed based upon their respective fair market values,
     resulting in $16,547,323 of cost in excess of net assets acquired of which
     $2,274,392 has been allocated to property, plant and equipment and the
     remaining $14,272,931 to names and reputations.

     Proceeds of $261,022 from certain of the 1998 purchases are being held by
     the Company for a period of one year per the purchase and sale agreements
     for the settlement of certain conditions. These amounts were recorded as
     accrued expenses as of December 31, 1998.

     For the period January through November 1999 the Company, through its
     subsidiary Rock of Ages Memorials, Inc., acquired Toledo Monumental Works
     Company, Milwaukee Memorial Company, Inc, J.W. Reynolds Monument Company,
     Inc., Beasley Monument Company, Inc., Hilgendorf Memorials, Inc., R&B
     Nelson Memorial Studio, Inc., Bethel-Miller Memorials, Inc., Caron Granite
     Company, Clinton Monuments, Inc., East Ohio Memorial Service, Bass
     Chickering Corporation, Bristol Memorial Works, Inc., Methuen Memorials,
     Inc., WRL, Inc. and all of the outstanding stock of Milwaukee, R&B, Nelson,
     Bethel-Miller, Caron, Clinton, Bristol and Urbach.


                                      F-28                           (Continued)
<PAGE>   59

                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997

     The aggregate consideration for the 1999 acquisitions was $13,086,014 in
     cash and $639,986 representing 52,623 shares of the Company's Class A
     common stock ranging from $10.00 to $13.26 per share in transactions which
     were accounted for under the purchase method of accounting. The aggregate
     purchase price has been allocated to the assets acquired and liabilities
     assumed based upon their respective fair market values, resulting in
     $9,570,046 of cost in excess of net assets acquired.

     The following unaudited pro forma information has been prepared assuming
     that the acquisitions occurred at the beginning of the current and
     immediately preceding periods, if presented. The pro forma information is
     presented for information purposes only and is not necessarily indicative
     of what would have occurred if the acquisitions had been made as of those
     dates.
<TABLE>
<CAPTION>
                                                                       (UNAUDITED)
                                                                  YEARS ENDED DECEMBER 31,
                                                      ----------------------------------------------
                                                          1999             1998              1997
                                                      ------------      -----------      -----------
      <S>                                             <C>               <C>              <C>
       Net revenues                                   $100,117,063      102,772,198      100,579,947
       Net income                                        2,053,499        7,841,805        5,160,312
       Net income per share                                    .27              .93             1.20
       Net income per share - assuming dilution                .26              .86             1.03
</TABLE>

(17) REORGANIZATION/RECAPITALIZATION

     In August 1997, in connection with the reincorporation merger of Rock of
     Ages Corporation, a Vermont corporation and the immediate predecessor to
     the Company ("ROA Vermont") with and into a newly-formed Delaware
     corporation, with the Company surviving as a Delaware corporation, (i) the
     Company authorized 30,000,000 shares of $.01 par value Class A Common
     Stock, 15,000,000 shares of $.01 par value Class B Common Stock, and
     2,500,000 shares of $.01 par value Preferred Stock and (ii) each
     outstanding share of common stock of ROA Vermont was converted into one
     half of a share of Class B Common Stock of the Company. The Common Stock
     outstanding and weighted average shares outstanding for all periods
     presented have been adjusted for the new stock capitalization.

     Prior to the initial public offering, the Company went through a
     reorganization (the "Reorganization") as follows: (i) the merger of Swenson
     Granite Company, Inc. ("Swenson Granite") with and into the Company, with
     the Company as the surviving corporation (the "Swenson Merger"), in which
     Swenson Granite's stockholders received 1,618.123 shares of Class B Common
     Stock for each share of Swenson Granite common stock (immediately prior to
     the Swenson Merger, a total of 2,163 shares of Swenson Granite were
     outstanding); and (ii) immediately prior to the Swenson Merger, Swenson
     Granite distributed its curb and landscaping business (essentially all of
     its operating assets and operating liabilities) to its stockholders (the
     "Swenson Granite Distribution") through a pro rata distribution of all of
     the member interests in a newly formed limited liability company named
     Swenson Granite Company, LLC ("Swenson LLC").


                                      F-29                           (Continued)

<PAGE>   60


                    ROCK OF AGES CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997

     Following the Swenson Granite Distribution and prior to the Swenson Merger,
     the sole asset of Swenson Granite was a 93% stock interest in the Company
     and its only liabilities were a $3,340,000 intercompany payable to the
     Company and a $310,000 note payable. Pursuant to the Swenson Merger, the
     Swenson Granite stockholders received a total of 3,499.998 shares of Class
     B Common Stock which represented 93% of the Company's total shares
     outstanding prior to the offering, the shares of Class B Common Stock held
     by Swenson Granite were cancelled, the intercompany payable was forgiven
     and the Company assumed the note payable. The minority interest in the
     Company is the same both before and after the Swenson Merger. The only
     effect on the Company's financial statements was a reduction in
     stockholders' equity of $3,650,000. This effect is due solely to the
     forgiveness of the aforesaid intercompany payable and the assumption of the
     aforesaid note payable.

(18) SIGNIFICANT EVENT

     On May 28, 1999 the Company exchanged all of the outstanding shares of
     Keystone Memorial, Inc., a newly formed subsidiary, containing land,
     buildings, and equipment of its Keystone and Keywest manufacturing plants
     and certain inventory at those locations, for 263,441 shares of Rock of
     Ages Class B common stock and a note receivable with a net present value of
     $399,538. The net assets of Keystone Memorial, Inc. had a net book value of
     $4,021,053. Legal costs incurred were $22,663. A loss on the sale was
     recorded of $845,117, included in loss on sale of assets. The transaction
     was considered a tax-free event for purposes of calculating the provision
     for income taxes.

(19) ACCOUNTING CHANGE

     The Company adopted "SOP 98-5, Reporting on the Costs of Start-Up
     Activities", as of January 1, 1999. The SOP requires the costs of start-up
     activities, including organization costs, to be expensed as incurred. As a
     result, acquisition costs of $197,340 were expensed in 1999 as the
     cumulative effect of a change in accounting principle.

     The following table summarizes the pro forma net income and per share
     amounts assuming a change in application of accounting principles applied
     retroactively.
<TABLE>
<CAPTION>
                                                      DECEMBER 31,
                                        -------------------------------------
                                           1999           1998         1997
                                        ----------     ---------    ---------
<S>                                     <C>            <C>          <C>
     Net income                         $1,829,082     7,268,889    2,541,455
     Net income per share - basic              .24           .99          .59
     Net income per share - diluted            .23           .91          .51

</TABLE>



                                      F-30                           (Continued)
<PAGE>   61





            INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTARY INFORMATION



The Board of Directors
Rock of Ages Corporation and Subsidiaries:


Under date of March 2, 2000, we reported on the consolidated balance sheets of
Rock of Ages Corporation and subsidiaries as of December 31, 1999 and 1998, and
the related consolidated statements of operations, stockholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 1999. In connection with our audits of the
aforementioned consolidated financial statements, we also audited the related
consolidated financial statement schedule referred to as "Schedule II -
Valuation and Qualifying Accounts and Reserves". This financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement schedule based on our
audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

KPMG LLP
/s/ KPMG LLP

March 2, 2000
Boston, Massachusetts






                                      F-31

<PAGE>   62


                    ROCK OF AGES CORPORATION AND SUBSIDIARIES

          Schedule II - Valuation and Qualifying Accounts and Reserves

                  Years ended December 31, 1999, 1998 and 1997

                                 (In Thousands)

<TABLE>
<CAPTION>
          COLUMN A               COLUMN B             COLUMN C            COLUMN D      COLUMN E
        -----------             ---------     -----------------------    ----------    ---------
                                                     ADDITIONS
                                              ------------------------
                                BALANCE AT       INCREASE   CHARGED TO                 BALANCE AT
                                BEGINNING         DUE TO     COSTS AND                     END
        DESCRIPTION             OF PERIOD     ACQUISITIONS   EXPENSES    DEDUCTIONS    OF PERIOD
        -----------             ---------     -----------------------    ----------    ---------
<S>                              <C>                            <C>          <C>          <C>
1999
   Allowances for doubtful
   accounts                      $2,124             --          555          853          1,826

1998
   Allowances for doubtful
   accounts                      $2,231            120          238          465          2,124

1997
   Allowances for doubtful
   accounts                      $  564          1,472          332          137          2,231
</TABLE>



See accompanying independent auditors' report on supplementary information.


                                      F-32

<PAGE>   63


                                                                      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.

                               ROCK OF AGES CORPORATION
                               By:        /s/ Kurt M. Swenson
                                   --------------------------------------
                                              Kurt M. Swenson
                                    President, Chief Executive Officer
                                   and Chairman of the Board of Directors


Date: March 30, 2000

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated as of March 30, 2000.

   SIGNATURE                               TITLE
   ---------                               -----

/s/ Kurt M. Swenson          President, Chief Executive Officer and (Principal
--------------------------   Executive Officer)
Kurt M. Swenson

/s/ John L. Forney           Chief Financial Officer and Treasurer (Principal
--------------------------   Accounting Officer)
John L. Forney

/s/ Richard C. Kimball       Vice Chairman and Chief Operating Officer/Wholesale
--------------------------   Division
Richard C. Kimball

/s/ Jon M. Gregory           President and Chief Operating Officer/Quarries
--------------------------   Division
Jon M. Gregory

/s/ George R. Anderson       Director
--------------------------
George R. Anderson

/s/ James L. Fox             Director
--------------------------
James L. Fox

/s/ Charles M. Waite         Director
--------------------------
Charles M. Waite

/s/ Frederick Webster        Director
--------------------------
Frederick Webster
<PAGE>   64

                                  EXHIBIT INDEX


    EXHIBIT
    NUMBER                        DESCRIPTION
    -------                       -----------

     3.1       Form of Amended and Restated Certificate of Incorporation of the
               Company (incorporated herein by reference to Exhibit 3.1 to the
               Company's Registration Statement on Form S-1 (Registration No.
               333-33685) filed with the Securities and Exchange Commission on
               August 15, 1997 and declared effective on October 20, 1997)

     3.2       Amended and Restated By-laws of the Company (as amended through
               April 6, 1999) (incorporated herein by reference to Exhibit 3.2
               to the Company's Quarterly report on Form 10-Q for the quarterly
               period ended March 31, 1999 and filed with the Securities and
               Exchange Commission on May 17, 1999)

     4.        Specimen Certificate representing the Class A Common Stock
               (incorporated herein by reference to Exhibit 4 to the Company's
               Registration Statement on Form S-1 (Registration No. 333-33685)
               filed with the Securities and Exchange Commission on August 15,
               1997 and declared effective on October 20, 1997)

     10.1*     Rock of Ages Corporation Amended and Restated 1994 Stock Plan (as
               amended through October 26, 1998) (incorporated herein by
               reference to Exhibit 10.1 to the Company's Annual Report on Form
               10-K for the fiscal year ended December 31, 1999 and filed with
               the Securities and Exchange Commission on March 31, 1999)

     10.2*     Employment Agreement of Kurt M. Swenson (incorporated herein by
               reference to Exhibit 10.2 to the Company's Registration Statement
               on Form S-1 (Registration No. 333-33685) filed with the
               Securities and Exchange Commission on August 15, 1997 and
               declared effective on October 20, 1997)

     10.3*     Employment Agreement of Peter Friberg (incorporated herein by
               reference to Exhibit 10.4 to the Company's Registration Statement
               on Form S-1 (Registration No. 333-33685) filed with the
               Securities and Exchange Commission on August 15, 1997 and
               declared effective on October 20, 1997)

     10.4*     Employment Agreement of Mark Gherardi (incorporated herein by
               reference to Exhibit 10.6 to the Company's Registration Statement
               on Form S-1 (Registration No. 333-33685) filed with the
               Securities and Exchange Commission on August 15, 1997 and
               declared effective on October 20, 1997)

     10.5*     Employment Agreement of John L. Forney

     10.6*     Form of Employment Agreement with Robert Otis Childs, III and
               John E. Keith (incorporated herein by reference to Exhibit 10.7
               to the Company's Registration Statement on Form S-1 (Registration
               No. 333-33685) filed with the Securities and Exchange Commission
               on August 15, 1997 and declared effective on October 20, 1997)

     10.7*     Form of Employment Agreement with Richard C. Kimball and Jon M.
               Gregory (incorporated herein by reference to Exhibit 10.8 to the
               Company's Registration Statement on Form S-1 (Registration No.
               333-33685) filed with the Securities and Exchange Commission on
               August 15, 1997 and declared effective on October 20, 1997)

     10.8*     Form of Salary Continuation Agreement (incorporated herein by
               reference to Exhibit 10.15 to the Company's Registration
               Statement on Form S-1 (Registration No. 333-33685) filed with the
               Securities and Exchange Commission on August 15, 1997 and
               declared effective on October 20, 1997)

     10.9      Credit Facility dated as of June 25, 1997 between Royal Bank of
               Canada and Rock of Ages Canada, Inc., Rock of Ages Quarries Inc.
               and Rock of Ages Canada Inc. (incorporated herein by reference to
               Exhibit 10.20 to the Company's Registration Statement on Form S-1
               (Registration No. 333-33685) filed with the Securities and
               Exchange Commission on August 15, 1997 and declared effective on
               October 20, 1997)

     10.10     Financing Agreement dated December 17, 1997 by and between The
               CIT Group/Business Credit, Inc., Rock of Ages Corporation,
               Royalty Granite Corporation, Carolina Quarries, Inc.,
               Pennsylvania Granite Corp., Childs & Childs Granite Company,
               Inc., Southern Mausoleums, Inc. and Rock of Ages Memorials LLC
               (incorporated herein by reference to Exhibit 10.19 to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1997 filed with the Securities and Exchange
               Commission on March 31, 1998)

     10.11     Exclusive Supply Agreement dated as of December 8, 1997 by and
               between Rock of Ages Corporation and Eurimex (incorporated herein
               by reference to Exhibit 10.21 to the Company's Annual Report on
               Form 10-K for the fiscal year ended December 31, 1997 filed with
               the Securities and Exchange Commission on March 31, 1998)

     11.       Statement re: computation of per share earnings (incorporated
               herein by reference to Note (1)(q) of the Company's consolidated
               financial statements (filed herewith))

     21.       Subsidiaries of the Company

     23.       Consent of KPMG LLP

     27.       Financial Data Schedule

-----------
*    This exhibit is a management contract or compensatory plan or arrangement.