Exhibit 3.3.3

                      CERTIFICATE OF OWNERSHIP AND MERGER
                                    MERGING
              U.S. SILICA COMPANY (OSC) INTO U.S. SILICA COMPANY
             (Pursuant to Section 253 of the General Corporation
                         Law of the State of Delaware)


     U.S. Silica Company, a Delaware corporation (the "Corporation"), does
hereby certify:

     FIRST:  That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.

     SECOND:  That the Corporation owns all of the outstanding shares of each
class of the capital stock of U.S. Silica Company (OSC), a Delaware corporation.

     THIRD:  That the Corporation, by the following resolutions of its Board of
Directors, duly adopted on the 10/th/ day of December, 1987, determined to merge
into itself U.S. Silica Company (OSC) on the conditions set forth in such
resolutions:

     NOW, THEREFORE, BE IT RESOLVED, that this corporation merge U.S. Silica
Company (OSC), its wholly-owned subsidiary corporation, into itself and assume
all of U.S. Silica Company (OSC)'s obligations and liabilities pursuant to
Section 253 and 259 of the Delaware General Corporation Law;

     RESOLVED FURTHER, that the merger of U.S. Silica Company (OSC) with and
into this corporation is intended to qualify as a complete liquidation of U.S.
Silica (OSC) under Section 332 of the Internal Revenue Code of 1986, as amended;

     RESOLVED FURTHER, that the merger, this corporation's participation therein
and the manner of carrying such merger into effect, including, without
limitation, the Certificate of Ownership and Merger (the "Certificate") and the
terms and conditions contained therein, be, and hereby are, approved;

     RESOLVED FURTHER, that the officers of this corporation be, and each of
them hereby is, authorized and directed to execute the Certificate for, and in
the name and on behalf of, this corporation substantially in the form presented
at this meeting with such change(s) as the officer or officers executing the
Certificate deem necessary or appropriate, the execution thereof by such officer
or officers to be conclusive evidence of the due approval thereof on the part of
this corporation; and

     RESOLVED FURTHER, that the merger of U.S. Silica Company (OSC) with and
into this corporation shall become effective as of 10:00 P.M., Eastern Standard
Time on December 31, 1987.

     FOURTH:  That this certificate and the merger of U.S. Silica Company (OSC)
with and into Corporation shall become effective as of 10:00 P.M. Eastern
Standard Time on December 31, 1987.


     IN WITNESS WHEREOF, said U.S. Silica Company has caused its corporate seal
to be affixed hereon and this certificate to be signed by Richard E. Goodell,
its President, and Charles V. Bush, its Secretary, this 14/th/ day of December,
1987.

                                         U.S. SILICA COMPANY

                                         By: /s/ Richard E. Goodell
                                             ---------------------------
                                             Richard E. Goodell,
                                             President


ATTEST:                                  [SEAL]


By: /s/ Charles V. Bush
    --------------------------
    Charles V. Bush,
    Secretary


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