UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) MARCH 15, 2007
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BUILDING MATERIALS CORPORATION OF AMERICA
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(Exact Name of Registrant as Specified in Its Charter)

DELAWARE
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(State or Other Jurisdiction of Incorporation)

33-81808 22-3276290
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(Commission File Number) (IRS Employer Identification No.)

1361 ALPS ROAD
WAYNE, NEW JERSEY 07470
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(Address of Principal Executive Offices) (Zip Code)

(973) 628-3000
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(Registrant's Telephone Number, Including Area Code)

NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

ADDITIONAL REGISTRANTS

Address, including zip
code and telephone
State or other Registration number, including area
jurisdiction of No./I.R.S. code, of registrant's
Exact name of registrant incorporation or Employer principal
as specified in its charter organization Identification No. executive offices
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Building Materials Delaware 333-69749-01/ 1361 Alps Road
Manufacturing Corporation 22-3626208 Wayne, NJ 07470
(973) 628-3000

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

As of March 15, 2007, Building Materials Corporation of America ("BMCA"), BMCA
Acquisition Inc. ("Parent"), and BMCA Acquisition Sub Inc. ("Purchaser") entered
into a Junior Lien Term Loan Agreement, which amended and restated in its
entirety the Bridge Loan Agreement dated as of February 22, 2007, with the
lenders named therein, as lenders; Deutsche Bank AG New York Branch, as
collateral agent and administrative agent; Deutsche Bank Securities, Inc., Bear
Stearns & Co. Inc., and J.P. Morgan Securities, Inc. as joint lead arrangers and
joint book managers; and Deutsche Bank AG Cayman Islands Branch, Bear Stearns
Corporate Lending Inc. and J.P. Morgan Securities, Inc., as documentation agent,
and Bear Stearns & Co. Inc., as syndication agent (the credit facility created
thereby hereinafter referred to as the "Junior Lien Term Facility"). The amended
and restated material terms of the Junior Lien Term Facility are set forth
below.

The Junior Lien Term Facility will terminate on September 15, 2014 unless
earlier terminated due to default. All amounts owing under the Junior Lien Term
Facility will be secured by (i) a second priority perfected security interest in
substantially all of the assets and properties of BMCA and its domestic
subsidiaries other than the Revolving Facility Collateral, as defined below, and
(ii) a third priority perfected security interest in the receivables, inventory,
platinum and rhodium, deposit accounts and other current assets of BMCA and its
domestic subsidiaries and all proceeds thereof (the "Revolving Facility
Collateral"). No property or assets of ElkCorp or any of its subsidiaries will
be collateral for the Junior Lien Term Facility prior to the consummation of the
merger of Purchaser into ElkCorp. Loans under the Junior Lien Term Facility will
bear interest at a variable rate based either upon the Base Rate or Eurodollar
Rate, as defined in the Junior Lien Term Facility, at the borrower's option,
plus a specified margin in each case. These interest rates will be recalculated
periodically based on changes in the Base Rate and Eurodollar Rate, if
applicable. The Junior Lien Term Facility provides for optional and mandatory
prepayments of borrowings outstanding under the Junior Lien Term Facility,
subject to certain conditions.

Under the terms of the Junior Lien Term Facility, the borrowers are subject to a
leverage ratio financial covenant, as defined, which will need to be complied
with starting as of the end of BMCA's second fiscal quarter in 2008, and the
borrowers are no longer subject to an interest coverage ratio financial covenant
under the terms of the Junior Lien Term Facility. The borrowers are also
required to comply with other customary covenants, including with respect to
mandatory prepayment of loans, and restrictive covenants, including with respect
to incurring additional indebtedness or guarantees, creating liens or other
encumbrances, making capital expenditures, making restricted payments, including
dividends and distributions to BMCA's parent corporations and making certain
investments.

In addition, in the event of a change of control, as defined in the Junior Lien
Term Facility, the Junior Lien Term Facility could be terminated and the loans
thereunder accelerated by the holders of that indebtedness.

ITEM 8.01. OTHER EVENTS.

On March 13, 2007, BMCA, Parent and Purchaser, as borrowers, entered into
Amendment No. 1 to the Revolving Credit Agreement dated as of February 22, 2007,
which Amendment was effective as of March 12, 2007, with the initial lenders,
initial issuing bank and swing line bank named therein, as initial lenders,
initial issuing bank and swing line bank; Deutsche Bank AG New York Branch, as
collateral monitoring agent and administrative agent; Deutsche Bank Securities
Inc., Bear Stearns & Co. Inc. and J.P. Morgan Securities Inc., as joint lead
arrangers and joint book managers; Bear Stearns & Co. Inc., as syndication
agent; and J.P. Morgan Securities Inc., as documentation agent (the "Revolving
Facility Amendment"). No material amendments were made pursuant to the Revolving
Facility Amendment, which is set forth as an exhibit to this Form 8-K.

On March 15, 2007, BMCA, Parent and Purchaser, as borrowers, entered into
Amendment No. 1 to the Term Loan Agreement dated as of February 22, 2007, which
Amendment was effective as of March 15, 2007, with the initial lenders named
therein, as initial lenders; Deutsche Bank AG New York Branch, as administrative
agent; Deutsche Bank Securities Inc., Bear Stearns & Co. Inc. and J.P. Morgan
Securities Inc., as joint lead arrangers and joint book managers; Bear Stearns &
Co. Inc., as syndication agent; and J.P. Morgan Securities Inc., as
documentation agent (the "Term Facility Amendment"). No material amendments were
made pursuant to the Term Facility Amendment, which is set forth as an exhibit
to this Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

10.1 Junior Lien Term Loan Agreement, (amending and restating in its
entirety the Bridge Loan Agreement dated as of February 22, 2007)
dated as of March 15, 2007, among Building Materials Corporation
of America, BMCA Acquisition Inc. and BMCA Acquisition Sub Inc.,
as borrowers; the lenders named therein, as lenders; Deutsche
Bank AG New York Branch, as collateral agent and administrative
agent; Deutsche Bank Securities, Inc., Bear Stearns & Co. Inc.,
and J.P. Morgan Securities, Inc. as joint lead arrangers and
joint book managers; and Deutsche Bank AG Cayman Islands Branch,
Bear Stearns Corporate Lending Inc. and J.P. Morgan Securities,
Inc., as documentation agent, and Bear Stearns & Co. Inc., as
syndication agents.

10.2 Amendment No. 1 to the Revolving Credit Agreement, dated as of
March 12, 2007, among Building Materials Corporation of America,
BMCA Acquisition Inc. and BMCA Acquisition Sub Inc., as
borrowers; the initial lenders, initial issuing bank and swing
line bank named therein, as initial lenders, initial issuing bank
and swing line bank; Deutsche Bank AG New York Branch, as
collateral monitoring agent and administrative agent; Deutsche
Bank Securities Inc., Bear Stearns & Co. Inc. and J.P. Morgan
Securities Inc., as joint lead arrangers and joint book managers;
Bear Stearns & Co. Inc., as syndication agent; and J.P. Morgan
Securities Inc., as documentation agent.

10.3 Amendment No. 1 to the Term Loan Agreement, dated as of March 15,
2007, among Building Materials Corporation of America, BMCA
Acquisition Inc. and BMCA Acquisition Sub Inc., as borrowers; the
initial lenders named therein, as initial lenders; Deutsche Bank
AG New York Branch, as administrative agent; Deutsche Bank
Securities Inc., Bear Stearns & Co. Inc. and J.P. Morgan
Securities Inc., as joint lead arrangers and joint book managers;
Bear Stearns & Co. Inc., as syndication agent; and J.P. Morgan
Securities Inc., as documentation agent.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.

BUILDING MATERIALS CORPORATION OF AMERICA
BUILDING MATERIALS MANUFACTURING CORPORATION

Dated: March 21, 2007 By: /s/ John F. Rebele
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Name: John F. Rebele
Title: Senior Vice President,
Chief Financial Officer, and
Chief Administrative Officer

EXHIBIT INDEX

Exhibit Number Description
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10.1 Junior Lien Term Loan Agreement, (amending and
restating in its entirety the Bridge Loan
Agreement dated as of February 22, 2007) dated
as of March 15, 2007, among Building Materials
Corporation of America, BMCA Acquisition Inc.
and BMCA Acquisition Sub Inc., as borrowers; the
lenders named therein, as lenders; Deutsche Bank
AG New York Branch, as collateral agent and
administrative agent; Deutsche Bank Securities,
Inc., Bear Stearns & Co. Inc., and J.P. Morgan
Securities, Inc. as joint lead arrangers and
joint book managers; and Deutsche Bank AG Cayman
Islands Branch, Bear Stearns Corporate Lending
Inc. and J.P. Morgan Securities, Inc., as
documentation agent, and Bear Stearns & Co.
Inc., as syndication agents.

10.2 Amendment No. 1 to the Revolving Credit
Agreement, dated as of March 12, 2007, among
Building Materials Corporation of America, BMCA
Acquisition Inc. and BMCA Acquisition Sub Inc.,
as borrowers; the initial lenders, initial
issuing bank and swing line bank named therein,
as initial lenders, initial issuing bank and
swing line bank; Deutsche Bank AG New York
Branch, as collateral monitoring agent and
administrative agent; Deutsche Bank Securities
Inc., Bear Stearns & Co. Inc. and J.P. Morgan
Securities Inc., as joint lead arrangers and
joint book managers; Bear Stearns & Co. Inc., as
syndication agent; and J.P. Morgan Securities
Inc., as documentation agent.

10.3 Amendment No. 1 to the Term Loan Agreement,
dated as of March 15, 2007, among Building
Materials Corporation of America, BMCA
Acquisition Inc. and BMCA Acquisition Sub Inc.,
as borrowers; the initial lenders named therein,
as initial lenders; Deutsche Bank AG New York
Branch, as administrative agent; Deutsche Bank
Securities Inc., Bear Stearns & Co. Inc. and
J.P. Morgan Securities Inc., as joint lead
arrangers and joint book managers; Bear Stearns
& Co. Inc., as syndication agent; and J.P.
Morgan Securities Inc., as documentation agent.