Mail Stop 7010
								April 11, 2006



Nancy Rowden Brock
Chief Financial Officer
Rock of Ages Corporation
772 Graniteville Road
Graniteville, Vermont 05654

      Re:	Rock of Ages Corporation
      Item 4.02 Form 8-K
      Filed April 10, 2006
		File No. 0-29464

Dear Ms. Brock:

	We have reviewed your Item 4.02 Form 8-K for compliance with
the
form requirements and have the following comments.

1.	We note that you intend to file restated financial
statements.
However you have not indicated when you intend to do so.  Please
tell
us when you intend to file restated financial statements.  We may
have further comments after you file the restated financial
statements.

2.	We remind you that when you file your restated Form 10-K you
should appropriately address the following:

* an explanatory paragraph in the reissued audit opinion,
* full compliance with FAS 154, paragraphs 25 and 26,
* fully update all affected portions of the document, including
MD&A,
selected financial data, and quarterly financial data,
* updated Item 9A disclosures should include the following:
o a discussion of the restatement and the facts and circumstances
surrounding it,
o how the restatement impacted the CEO and CFO`s original
conclusions
regarding the effectiveness of their disclosure controls and
procedures,
o changes to internal controls over financial reporting, and
o anticipated changes to disclosure controls and procedures and/or
internal controls over financial reporting to prevent future
misstatements of a similar nature.
Refer to Items 307 and 308(c) of Regulation S-K.
* include all updated certifications.

      As appropriate, please respond to these comments within five
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.







	You may contact Bret Johnson at (202) 551-3753, or me at
(202)
551-3255 if you have questions regarding our comments.


Sincerely,



Nili Shah
Accounting Branch Chief

Nancy Brock
Rock of Ages Corporation
April 11, 2006
Page 1


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE