EXHIBIT 99.3

                    BETTER MINERALS AND AGGREGATES COMPANY

                 OFFER TO EXCHANGE UP TO $150,000,000 OF THEIR
                    13% SENIOR SUBORDINATED NOTES DUE 2009

                     FOR ANY AND ALL OF THEIR OUTSTANDING
                    13% SENIOR SUBORDINATED NOTES DUE 2009

                 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
             NEW YORK CITY TIME, ON      , 2000, UNLESS EXTENDED.

                                                                         , 2000

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

   Better Minerals and Aggregates Company (the "Issuer"), is offering, upon
the terms and subject to the conditions set forth in the Prospectus dated
     , 2000 (the "Prospectus") and the accompanying Letter of Transmittal
enclosed herewith (which together constitute the "Exchange Offer"), to
exchange their 13% Senior Subordinated Notes due 2009 (the "New Notes") for an
equal principal amount of their 13% Senior Subordinated Notes due 2009 (the
"Old Notes" and together with the New Notes, the "Notes"). As set forth in the
Prospectus, the terms of the New Notes are identical in all material respects
to the Old Notes, except that the New Notes have been registered under the
Securities Act of 1933, as amended, and therefore will not bear legends
restricting their transfer and will not contain certain provisions providing
for the payment of liquidated damages to the holders of the Old Notes under
certain circumstances relating to the Exchange and Registration Rights
Agreement dated as of October 1, 1999 among the Issuer, its subsidiary
guarantors, Chase Securities Inc. and BNP Capital Markets, LLC.

   THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CUSTOMARY CONDITIONS. SEE "THE
EXCHANGE OFFER--CERTAIN CONDITIONS TO THE EXCHANGE OFFER" IN THE PROSPECTUS.

   Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:

     1. the Prospectus, dated     ; 2000.

     2. the Letter of Transmittal for your use (unless Old Notes are tendered
  by an Agent's Message) and for the information of your clients (facsimile
  copies of the Letter of Transmittal may be used to tender Old Notes);

     3. a form of letter which may be sent to your clients for whose accounts
  you hold Old Notes registered in your name or in the name of your nominee,
  with space provided for obtaining such clients' instructions with regard to
  the Exchange Offer;

     4. a Notice of Guaranteed Delivery;

     5. Guidelines of the Internal Revenue Service for Certification of
  Taxpayer Identification Number on Substitute Form W-9; and

     6. a return envelope addressed to The Bank of New York, the Exchange
  Agent.

   YOUR PROMPT ACTION IS REQUESTED. PLEASE NOTE THAT THE EXCHANGE OFFER WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON      , 2000, UNLESS EXTENDED.
PLEASE FURNISH COPIES OF THE ENCLOSED MATERIALS TO THOSE OF YOUR CLIENTS FOR
WHOM YOU HOLD OLD NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE
AS QUICKLY AS POSSIBLE.


   In all cases, exchanges of Old Notes accepted for exchange pursuant to the
Exchange Offer will be made only after timely receipt by the Exchange Agent of
(a) certificates representing such Old Notes, or confirmation of book entry
transfer of such Old Notes, as the case may be, (b) the Letter of Transmittal
(or facsimile thereof), properly completed and duly executed, or an Agent's
Message and (c) any other required documents.

   Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available or (ii) who cannot deliver their Old Notes, the Letter
of Transmittal or an Agent's Message and in either case together with any
other documents required by the Letter of Transmittal to the Exchange Agent on
or prior to the Expiration Date must tender their Old Notes according to the
guaranteed delivery procedures set forth under the caption "The Exchange
Offer--Guaranteed Delivery Procedures" in the Prospectus.

   The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of Old Notes residing in any jurisdiction in which
the making of the Exchange Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction.

   The Issuer will not pay any fees or commissions to brokers, dealers or
other persons for soliciting exchanges of Notes pursuant to the Exchange
Offer. The Issuer will, however, upon request, reimburse you for customary
clerical and mailing expenses incurred by you in forwarding any of the
enclosed materials to your clients. The Issuer will pay or cause to be paid
any transfer taxes payable on the transfer of Notes to them, except as
otherwise provided in Instruction 5 of the Letter of Transmittal.

   Questions and requests for assistance with respect to the Exchange Offer or
for copies of the Prospectus and Letter of Transmittal may be directed to the
Exchange Agent by telephone at (212)          or by facsimile at (212)
        .

                                          Very truly yours,

                                          Better Minerals and Aggregates
                                          Company

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF THE ISSUER, OR ANY AFFILIATE THEREOF, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
THEIR BEHALF IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED
HEREWITH AND THE STATEMENTS CONTAINED THEREIN.