Exhibit 10.28

                                                                  EXECUTION COPY

                             FIRST AMENDMENT TO THE

                     AMENDED AND RESTATED SECURITY AGREEMENT

                                                     Dated as of August 22, 2003



          FIRST AMENDMENT TO THE AMENDED AND RESTATED SECURITY AGREEMENT (the
"AMENDMENT") among BUILDING MATERIALS CORPORATION OF AMERICA, a Delaware
corporation (the "COMPANY"), each other grantor party to the Security Agreement
referred to below (the "GRANTORS"), the undersigned banks, financial
institutions and other institutional lenders party hereto (collectively, the
"LENDERS" and each a "LENDER"), and CITIBANK, N.A., a national banking
association, as collateral agent under the Security Agreement referred to below
(the "COLLATERAL AGENT").

          PRELIMINARY STATEMENTS:

          (1)       Reference is made to the Credit Agreement, dated as of July
9, 2003 (as amended, supplemented or otherwise modified through the date hereof,
the "CREDIT AGREEMENT"), among the Company, the lenders from time to time party
thereto, Citicorp USA, Inc., as administrative agent (the "ADMINISTRATIVE
AGENT") and Citigroup Global Markets Inc., as lead arranger.

          (2)       Reference is also made to the Amended and Restated Security
Agreement, dated as of July 9, 2003 (as amended, supplemented or otherwise
modified through the date hereof, the "SECURITY AGREEMENT"), among the Company,
the Grantors and the Collateral Agent.

          (3)       Reference is further made to the Amended and Restated
Collateral Agent Agreement, dated as of July 9, 2003 (as amended, supplemented
or otherwise modified through the date hereof, the "COLLATERAL AGENT
AGREEMENT"), among the Company, the Grantors, the Administrative Agent, the
Collateral Agent and each Senior Note Trustee (as defined therein).

          (4)       Capitalized terms not otherwise defined in this Amendment
have the same meanings as specified in the Security Agreement or the Credit
Agreement, as applicable.

          (5)       The parties hereto have agreed to amend the Security
Agreement as hereinafter set forth.


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                                       2

          SECTION 1. AMENDMENTS TO THE SECURITY AGREEMENT. The Security
Agreement is, effective as of the date hereof, and subject to the satisfaction
of the conditions precedent set forth in Section 2, hereby amended as follows:

          (a)  Section 1.1 of the Security Agreement is hereby amended by adding
     the following definition of "Excluded Credit Card Accounts" in appropriate
     alphabetical order:

               "`Excluded Credit Card Accounts': collectively, the depositary
          accounts established by BMCA at Fleet National Bank, account numbers
          9429268932 and 9429144745, used in connection with credit card and
          related merchant activity."

          (b)  Section 3.4(c) of the Security Agreement is hereby amended by:

          (i)  adding in the 19th line of such Section 3.4(c), immediately after
               the clause "With respect to any Investment Related Property
               consisting of Securities Accounts or Securities Entitlements, it
               shall cause", the words "within 75 days after the Effective
               Date";

          (ii) adding in the 23rd line of such Section 3.4(c), immediately after
               the clause "With respect to any Investment Related Property that
               is a `Deposit Account'", the words "(except for Payroll Accounts
               and Excluded Credit Card Accounts, provided that no funds or
               investments in an aggregate amount in excess of $275,000 for each
               such Payroll Account and each such Excluded Credit Card Account,
               or $2,500,000 in the aggregate for all such Payroll Accounts and
               all Excluded Credit Card Accounts, shall at any time be on
               deposit in such Payroll Accounts and Excluded Credit Card
               Accounts)".

          (iii) Deleting the reference to "45 days" in the 27th line of such
                Section 3.4(c) and substituting therefor a reference to "75
                days".

          (c)  Section 3.4(d)(iii) of the Security Agreement is, hereby amended
     by deleting the fourth sentence thereof and substituting therefor the
     following sentence:

          "Within 75 days after the Effective Date, all System Cash Accounts
shall be subject to the sole dominion and control of the Collateral Agent
(except for Payroll Accounts and Excluded Credit Card Accounts, provided that no
funds or investments in an aggregate amount in excess of $275,000 for each such
Payroll Account and each such Excluded Credit Card Account, or $2,500,000 in the
aggregate for all such Payroll Accounts and all Excluded Credit Card Accounts,
shall at any time be on deposit in such Payroll Accounts and Excluded Credit
Card Accounts), and no Grantor shall have access to or any right to draw upon or
withdraw any funds therefrom, except as set forth in clause (v) below with
respect to the Disbursement Accounts."

          (d)  Schedule 3.4, Part F (entitled "Securities Account") of the
     Security Agreement is hereby amended by deleting the reference to the
     account specified therein and substituting therefor the word "None".


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                                       3

          SECTION 2. CONDITIONS OF EFFECTIVENESS. This Amendment is subject to
the provisions of Section 14 of the Security Agreement and Section 8.01 of the
Credit Agreement. This Amendment shall become effective as of the date first
above written when, and only when, the Administrative Agent shall have received
counterparts of this Amendment executed by the Company, the Required Lenders (as
defined in the Credit Agreement) and the Collateral Agent.

          SECTION 3. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.(a) On and
after the effectiveness of this Amendment, each reference in the Security
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Security Agreement, and each reference in each of the other
Loan Documents to "the Security Agreement", "thereunder", "thereof" or words of
like import referring to the Security Agreement, shall mean and be a reference
to the Security Agreement , as amended by this Amendment.

          (b)  The Security Agreement, as specifically amended by this
     Amendment, is and shall continue to be in full force and effect and is
     hereby in all respects ratified and confirmed.

          (c)  The execution, delivery and effectiveness of this Amendment shall
     not, except as expressly provided herein, operate as a waiver of any right,
     power or remedy of any Lender, the Administrative Agent, or the Collateral
     Agent under any of the Loan Documents, nor constitute a waiver of any
     provision of any of the Loan Documents.

          SECTION 4. COSTS AND EXPENSES.The Company agrees to pay on demand all
costs and expenses of the Administrative Agent and Collateral Agent in
connection with the preparation, execution, delivery and administration,
modification and amendment of this Amendment (including, without limitation, the
reasonable fees and expenses of counsel for the Administrative Agent and the
Collateral Agent) in accordance with the terms of Section 8.04 of the Credit
Agreement and Section 10 of the Security Agreement.

          SECTION 5. EXECUTION IN COUNTERPARTS.This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.

          SECTION 6. GOVERNING LAW.This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.

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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                    BUILDING MATERIALS CORPORATION OF AMERICA


                                    By    /s/ John F. Rebele
                                      ------------------------------------------
                                    Name:   John F. Rebele
                                    Title:  Chief Financial Officer


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                                   BMCA INSULATION PRODUCTS INC.
                                   BUILDING MATERIALS INVESTMENT CORPORATION
                                   BUILDING MATERIALS MANUFACTURING CORPORATION
                                   DUCTWORK MANUFACTURING CORPORATION
                                   GAF LEATHERBACK CORP.
                                   GAF MATERIALS CORPORATION (CANADA)
                                   GAF PREMIUM PRODUCTS INC.
                                   GAF REAL PROPERTIES, INC.
                                   GAFTECH CORPORATION
                                   LL BUILDING PRODUCTS INC.
                                   PEQUANNOCK VALLEY CLAIM SERVICE COMPANY, INC.
                                   SOUTH PONCA REALTY CORP.
                                   WIND GAP REAL PROPERTY ACQUISITION CORP.

                                    By    /s/ John F. Rebele
                                      ------------------------------------------
                                    Name:   John F. Rebele
                                    Title:  Chief Financial Officer


<PAGE>


                                    CITIBANK, N.A., as Collateral Agent

                                    By     /s/ Barbara E. Bennett
                                      ------------------------------------------
                                    Name:  Barbara E. Bennett
                                    Title: Assistant Vice President


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                                    CITICORP USA, INC.


                                    By     /s/ Michael M. Schadt
                                      ------------------------------------------
                                    Name:  Michael M. Schadt
                                    Title: Vice President
                                           Asset Based Finance
                                           (212) 816-2432



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                                    CONGRESS FINANCIAL CORPORATION


                                    By     /s/ Thomas Grabosky
                                      ------------------------------------------
                                    Name:  Thomas Grabosky
                                    Title: First VP



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                                    THE CIT GROUP/BUSINESS CREDIT, INC.


                                    By     /s/ Roderick Jarrett
                                      ------------------------------------------
                                    Name:  Roderick Jarrett
                                    Title: AVP



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                                    JPMORGAN CHASE BANK


                                    By     /s/ John M. Hariaczyi
                                      ------------------------------------------
                                    Name:  John M. Hariaczyi
                                    Title: Vice President



<PAGE>



                                    GMAC COMMERCIAL FINANCE LLC


                                    By     /s/ David Baker
                                      ------------------------------------------
                                    Name:  David Baker
                                    Title: Division Chief Credit Officer



<PAGE>



                                    FLEET CAPITAL CORPORATION


                                    By     /s/ Kristina Lee
                                      ------------------------------------------
                                    Name:  Kristina Lee
                                    Title: Vice President



<PAGE>



                                    NATIONAL CITY COMMERCIAL FINANCE, INC.


                                    By     /s/ Shane Leary
                                      ------------------------------------------
                                    Name:  Shane Leary
                                    Title: AVP



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                                    WELLS FARGO FOOTHILL, INC.


                                    By     /s/ Juan Barrera
                                      ------------------------------------------
                                    Name:  Juan Barrera
                                    Title: Assistant Vice President


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                                    GENERAL ELECTRIC CAPITAL CORPORATION


                                    By     /s/ James Desantis
                                      ------------------------------------------
                                    Name:  James Desantis
                                    Title: Duly Authorized Signatory