10-Q

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2003

OR

[  ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission file number: 0-29464

ROCK OF AGES CORPORATION
(Exact name of Registrant as Specified in its Charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 03-0153200
(I. R. S. Employer
Identification Number)

772 Graniteville Road, Graniteville, Vermont      05654
(Address of principal executive offices)            (Zip Code)

(802) 476-3121
(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period than the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___

 Indicate by check mark whether the Registrant is an accelerated filer (as described in Rule 12b-2 of the Exchange Act). Yes No X

As of November 10, 2003, 4,425,502 shares of Class A Common Stock, par value $0.01 per share, and 2,756,395 shares of Class B Common Stock, par value $0.01 per share, of Rock of Ages Corporation were outstanding.

ROCK OF AGES CORPORATION

INDEX

Form 10-Q for the Quarterly Period
Ended September 30, 2003

PART I	FINANCIAL INFORMATION	PAGE NO.
Item 1.	Financial Statements
	Consolidated Balance Sheets - September 30, 2003 and December 31, 2002	4
	Consolidated Statements of Operations - Three Months Ended and Nine Months Ended September 30, 2003 and 2002	5
	Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2003 and 2002	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition of Operations and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 5.	Other Information	27
Item 6.	Exhibits and Reports on Form 8-K	27
Signature		28

2

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (including exhibits and information incorporated by reference herein) contains certain "forward-looking" statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), including but not limited to those that discuss strategies, goals, outlook or other non-historical matters, or projected or anticipated revenues, income, returns or other financial measures. These forward-looking statements are subject to numerous risks and uncertainties that may cause actual results to differ materially from those contained in or indicated by such statements, including but not limited to the ability of the Company to continue to identify suitable acquisition candidates, to consummate additional retail acquisitions on acceptable terms and to successfully integrate the operations of such acquired entities, to successfully open new retail stores, demand for the Company's products, litigation risks, as well as general economic, competitive, key employee and other factors described in this report or other filings with the Securities and Exchange Commission. See "Risk Factors That May Affect Future Results" under Item 2 below. The Company assumes no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

3

PART I: FINANCIAL INFORMATION
Item 1: Financial Statements

ROCK OF AGES CORPORATION
CONSOLIDATED BALANCE SHEETS
($ in thousands)
(unaudited)

		September 30,			December 31,
		2003			2002
ASSETS
Current Assets:
Cash and cash equivalents	$	809		$	6,185
Trade receivables, net		16,231			17,671
Inventories		21,338			21,654
Prepaid & refundable income taxes		691			213
Due from affiliates		189			—
Deferred tax assets		860			860
Other current assets		4,563			4,125
Assets of discontinued operations - held for sale		28,183			—
Total current assets		72,864			50,708
Property, plant and equipment, net		42,226			43,921
Cash surrender value of life insurance, net		742			766
Intangibles, net		472			574
Debt issuance costs, net		261			304
Due from affiliates		99			81
Deferred tax assets		5,169			6,249
Intangible pension assets		1,136			1,136
Prearranged receivables		—			14,013
Cemetery property		—			6,056
Other assets		1,281			2,026
Total assets	$	124,250		$	125,834
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Borrowings under lines of credit	$	5,014		$	4,386
Current installments of long-term debt		125			205
Current installments of deferred compensation		330			324
Trade payables		2,373			1,957
Accrued expenses		4,567			5,001
Due to affiliates		—			9
Customer deposits		9,219			7,318
Liabilities of discontinued operations		22,451			—
Total current liabilities		44,079			19,200
Long-term debt, excluding current installments		12,802			12,832
Deferred compensation		4,803			4,649
Prearranged deferred revenue		—			21,846
Accrued pension cost		2,766			2,691
Accrued postretirement benefit costs		834			834
Other liabilities		672			1,136
Total liabilities		65,956			63,188
Commitments and contingencies
Stockholders' equity:
Preferred stock - $.01 par value;
2,500,000 shares authorized
No shares issued or outstanding
Common Stock - Class A, $.01 par value;
30,000,000 shares authorized 4,425,502
and 4,919,336 shares issued and outstanding		44			49
Common Stock - Class B, $.01 par value;
15,000,000 shares authorized
2,756,395 shares issued and outstanding		28			28
Additional paid-in capital		65,794			68,574
Retained earnings (accumulated deficit)		(6,059	)		(3,442	)
Accumulated other comprehensive loss		(1,513	)		(2,563	)
Total stockholders' equity		58,294			62,646
Total liabilities and stockholders' equity	$	124,250		$	125,834

**SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4

ROCK OF AGES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands except per share data)
(unaudited)

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2003		2002		2003			2002
Net Revenues:
Quarrying	$	7,781	$	8,243	$	18,927		$	20,879
Manufacturing		6,000		5,342		14,979			14,314
Retailing		9,434		9,369		25,122			26,922
Total net revenues		23,215		22,954		59,028			62,115
Gross Profit:
Quarrying		3,243		4,123		5,905			8,794
Manufacturing		1,890		1,706		4,206			3,783
Retailing		5,504		5,194		14,140			14,912
Total gross profit		10,637		11,023		24,251			27,489
Selling, general and administrative expenses		8,259		8,905		26,685			24,929
Income (loss) from continuing operations before income taxes		2,378		2,118		(2,434	)		2,560
Interest expense		148		175		458			537
Income (loss) from continuing operations before income taxes		2,230		1,943		(2,892	)		2,023
Income tax expense (benefit)		1,322		558		(211	)		586
Income (loss) from continuing operations before cumulative effect of changes in accounting principles		908		1,385		(2,681	)		1,437
Discontinued operations, net of income tax		4		290		64			362
Income (loss) before cumulative effect of changes in accounting principles		912		1,675		(2,617	)		1,799
Cumulative effect of changes in accounting principles, net of tax effect of $5,459 (Note 2)		—		—		—			(28,710	)
Net income (loss)	$	912	$	1,675	$	(2,617	)	$	(26,911	)
Net income (loss) per share - basic :
Net income (loss) from             continuing operations before             cumulative effect of changes             in accounting principles	$	0.13	$	0.18	$	(0.37	)	$	0.18
Discontinued operations, net             of income taxes		0.00		0.04		0.01			0.05
Cumulative effect of changes            in accounting principles	$	0.00	$	0.00	$	0.00		$	(3.65	)
Net income (loss) per share	$	0.13	$	0.22	$	(0.36	)	$	(3.42	)
Net income (loss) per share - diluted:
Net income (loss) from             continuing operations before             cumulative effect of changes             in accounting principles	$	0.13	$	0.18	$	(0.37)		$	0.18
Discontinued operations, net             of  income taxes		0.00		0.04		0.01			0.05
Cumulative effect of changes             in accounting principles	$	0.00	$	—	$	0.00		$	(3.63	)
Net income (loss) per share	$	0.13	$	0.22	$	(0.36	)	$	(3.40	)
Weighted average number of common       shares outstanding - basic		7,177		7,862		7,179			7,856
Weighted average number of common       shares outstanding - diluted		7,215		7,862		7,179			7,913

**SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5

ROCK OF AGES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
(Unaudited)

		Nine Months Ended
		September 30,
		2003			2002
Cash flows from operating activities:
Net loss	$	(2,617	)	$	(26,911	)
Adjustments to reconcile net loss to net cash provided by             operating activities:
Goodwill Impairment		—			33,782
Depreciation, depletion and amortization		2,691			2,605
Cash surrender value of life insurance		24			62
Deferred taxes		10			(5,492	)
Changes in assets and liabilities:
Decrease (increase) in trade receivables		365			(2,076	)
(Increase) decrease in prearranged receivables		(452	)		329
(Increase) in due from related parties		(217	)		(113	)
Decrease (increase) in inventories		151			(611	)
Decrease (increase) in cemetery property		48			(45	)
(Increase) in other assets		(87	)		(31	)
(Decrease) increase in trade payables, accrued expenses and               income taxes payable		(496	)		509
Increase in customer deposits		1,900			3,476
Increase in deferred compensation		235			309
(Decrease) in prearranged deferred revenue		(56	)		(948	)
Increase (decrease) in other liabilities		197			(134	)
Net cash provided by operating activities		1,696			4,711
Cash flows from (used in) investing activities:
Purchases of property, plant and equipment		(5,476	)		(2,933	)
Increase in intangibles		(5	)		—
Proceeds from sale of assets		—			2,296
Net cash used in investing activities		(5,481	)		(637	)
Cash flows from (used in) financing activities:
Net borrowings (repayments) under lines of credit		628			(2,352	)
Principal payments on long-term debt		(110	)		(1,959	)
Stock repurchase		(2,603	)		(348	)
Stock options exercised		33			262
Dividends paid on common stock		(215	)		—
Net cash used in financing activities		(2,267	)		(4,397	)
Effect of exchange rate changes on cash		676			44
Net decrease in cash and cash equivalents		(5,376	)		(279	)
Cash and cash equivalents, beginning of period		6,185			3,435
Cash and cash equivalents, end of period	$	809		$	3,156
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	458		$	537
Income Taxes	$	309		$	940

*SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6

ROCK OF AGES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)	Basis of Presentation
The accompanying unaudited, consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and notes required by generally accepted accounting principles for complete financial statements are not included herein. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included. Results of operations for the interim periods are not necessarily indicative of the results that may be expected for a full year. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K (SEC File No. 000-29464, filed March 31, 2003), and Form 10-K/A filed on April 3, 2003.
Historical financial information has been restated to reflect the reclassification of the business conducted by Rock of Ages Kentucky Cemeteries, LLC as discontinued (see note 3).
(2)	Accounting Changes
In December 2002, the Company changed its method of accounting for its granite block inventory from the first-in, first-out method to the specific annual average cost method. In accordance with generally accepted accounting principles, the Company implemented this change retroactively to January 1, 2002. The effect of the change in the three months and nine months ended September 30, 2002 was to increase net income by $70,000 and $245,000 respectively.
Effective January 1, 2002, the Company assessed impairment of goodwill in accordance with the provisions of SFAS No. 142. The provisions of SFAS No. 142 require that a two-step test be performed. First, the fair value of each reporting unit was compared to its carrying value. If the fair value exceeds the carrying value, goodwill is not impaired and no further testing is performed. If the carrying value exceeds the fair value, then the implied fair value of the reporting unit's goodwill must be determined and compared to the carrying value of the goodwill. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, then an impairment loss equal to the difference will be recorded. The Company determined the fair value of each of the reporting units using a discounted cash flow analysis and compared such values to the respective reporting unit's carrying amounts. This evaluation indicated that goodwill recorded in the Retail and Cemetery segments was impaired as of January 1, 2002.  As a result, the Company completed the second step of the goodwill impairment test to measure the amount of the impairment loss. Accordingly, the Company recognized a $34 million non-cash charge, recorded as of January 1, 2002, as the cumulative effect of a change in accounting principle for the write-down of goodwill to its fair value.  Approximately $19 million of the goodwill write-down was deductible for taxes; therefore a deferred tax asset of $5.3 million was recorded.

(3)

Discontinued Operations

During June 2003, the Company made the decision to dispose of its Cemetery business, Rock of Ages Kentucky Cemeteries, LLC. The decision was made to allow the Company to concentrate on its core businesses, quarrying, manufacturing and retailing, freeing up resources to pursue other growth strategies. On July 28, 2003, the Company signed an asset purchase agreement with Saber Management, LLC ("Saber"), pursuant to which the Company has agreed to sell its cemetery business to Saber for $6,750,000. The Company expects to continue to sell upright memorials in those cemeteries through its relationship with Saber. The decision to sell the cemetery business represents the disposal of a long-lived asset and disposal group under SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." Accordingly, results of this business have been classified as discontinued operations; prior periods have been restated to reflect this reclassification and the assets and liabilities of this business are classified as available for sale as of September 30, 2003. The sale is subject to the satisfactory completion of due diligence by Saber and satisfaction of certain closing conditions contained in the definitive asset purchase agreement and is expected to close in the latter part of the fourth quarter. It is estimated that the fair value of the assets exceeds the carrying value, therefore a loss on sale is not expected and has not been recorded. Operating results from Rock of Ages Kentucky Cemeteries, LLC for the three and nine months ended September 30, 2003 and 2002 were as follows:

7

		($ in thousands)				($ in thousands)
		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2003		2002		2003		2002
Net Sales	$	896	$	1,253	$	2,926	$	3,240
Gross Profit		259		653		1,069		1,409
Pretax Income		5		362		80		452
Income Tax		1		72		16		90
Net Income		4		290		64		362

(4)

Stock Based Compensation

The Company has adopted the disclosure provisions of Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure" which is an amendment of SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), and continues to apply Accounting Principles Board Opinion No. 25 and related interpretations in accounting for its stock plans. If the Company had elected to recognize compensation cost for options granted under its stock plans based upon the fair value at the grant dates of such options, consistent with the method prescribed by SFAS 123, net income and earnings per share would have been changed to the pro forma amounts indicated below:

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2003		2002		2003			2002
Net income (loss), as reported, in thousands	$	912	$	1,675	$	(2,617	)	$	(26,911	)
Net income (loss), pro forma, in thousands	$	773	$	1,609	$	(3,033	)	$	(27,110	)
Net income (loss) per share, as reported	$	0.13	$	0.22	$	(0.36	)	$	(3.42	)
Net income (loss) per share, pro forma	$	0.11	$	0.20	$	(0.42	)	$	(3.45	)
Net income (loss) per share - assuming dilution, as reported	$	0.13	$	0.22	$	(0.36	)	$	(3.40	)
Net income (loss) per share - assuming dilution, pro forma	$	0.11	$	0.20	$	(0.42	)	$	(3.43	)

There were no stock options granted during the first nine months of 2003.

The fair value of each option grant is estimated on the date of the grant. The per share weighted average fair value of stock options granted during the first quarter of 2002 was $4.06 on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: risk-free interest rate of 3.9%; dividend yield of 0%; expected volatility of 61%, and expected lives of five (5) years. Because changes in the subjective input assumptions can materially affect the fair value estimate, in the opinion of management, the existing models do not necessarily provide a reliable single value of its options and may not be representative of the future effects on reported net income or the future stock price of the Company.

8

(5)   Inventories

		($ in thousands)
Inventories consist of the following:		September 30,		December 31,
		2003		2002
Raw materials	$	9,593	$	9,847
Work-in-process		1,348		1,421
Finished goods and supplies		10,397		10,386
	$	21,338	$	21,654

(6)	Earnings Per Share
The following is a reconciliation of shares used in calculating basic and diluted earnings per share (in thousands):

	(in thousands except per share data)
	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2003	2002	2003	2002
Basic weighted average shares	7,177	7,862	7,179	7,856
Effect of dilutive stock options	38	0	0	57
Diluted weighed average shares	7,215	7,862	7,179	7,913

Options to purchase 25,000 shares of Class A common stock were outstanding at September 30, 2003 and 2002 but were not included in the computation of diluted EPS for the three and nine months ended September 30, 2003 and 2002 because the options' exercise price was greater than the average market price of the common shares.

Options to purchase 502,499 shares of Class A common stock were outstanding at September 30, 2003 but were not included in the computation of diluted earnings per share for the nine months ended September 30, 2003 because the effect would be anti-dilutive.

Options to purchase 509,165 shares of Class A common stock were outstanding at September 30, 2002 but were not included in the computation of diluted earnings per share for the three months ended September 30, 2002 because the options exercise price was greater than the average market price of the common shares.

(7)	Segment Information
The Company is organized based on the products and services that it offers. Under this organizational structure, the Company operates in three segments: quarrying, manufacturing and retailing.
The quarrying segment extracts rough dimension granite blocks from the ground and sells those blocks to both the manufacturing segment and to outside manufacturers, as well as to customers in Europe and Asia.
The manufacturing segment's principal product is granite memorials used primarily in cemeteries, although it also manufactures some specialized granite products for industrial applications.
The retailing segment sells memorials and other granite products at various locations throughout the United States.
The cemetery segment is being sold and its net income is classified as discontinued operations.
Inter-segment revenues are accounted for as if the sales were to third parties.

9

The following is the unaudited segment information for the three and nine-month periods ended September 30, 2003 and 2002 ($ in thousands):

Three month period:

2003		Quarrying			Manufacturing			Retailing		Corporate Overhead			Total
Total net revenues	$	8,323		$	8,161		$	9,434	$	—		$	25,918
Inter-segment net revenues		(542	)		(2,161	)		—		—			(2,703	)
Net revenues		7,781			6,000			9,434		—			23,215
Total gross profit		3,491			1,783			5,363		—			10,637
Inter-segment gross profit		(248	)		107			141		—			0
Gross profit		3,243			1,890			5,504		—			10,637
Selling, general and administrative expenses		747			952			5,372		1,188			8,259
Income (loss) from continuing operations	$	2,496		$	938		$	132	$	(1,188	)	$	2,378
2002		Quarrying			Manufacturing			Retailing		Corporate Overhead			Total
Total net revenues	$	8,659		$	7,823		$	9,369	$	—		$	25,851
Inter-segment net revenues		(416	)		(2,481	)		—		—			(2,897	)
Net revenues		8,243			5,342			9,369		—			22,954
Total gross profit		4,262			1,757			5,004		—			11,023
Inter-segment gross profit		(139	)		(51	)		190		—			—
Gross profit		4,123			1,706			5,194		—			11,023
Selling, general and administrative expenses		1,283			860			5,008		1,754			8,905
Income (loss) from continuing operations	$	2,840		$	846		$	186	$	(1,754	)	$	2,118

10

Nine-month period:

2003		Quarrying			Manufacturing			Retailing			Corporate Overhead			Total
Total net revenues	$	20,317		$	21,559		$	25,122		$	—		$	66,998
Inter-segment net revenues		(1,390	)		(6,580	)		—			—			(7,970	)
Net revenues		18,927			14,979			25,122			—			59,028
Total gross profit		6,386			4,169			13,696			—			24,251
Inter-segment gross profit		(481	)		37			444			—			0
Gross profit		5,905			4,206			14,140			—			24,251
Selling, general and administrative expenses		4,705			2,690			15,596			3,694			26,685
Income (loss) from continuing operations	$	1,200		$	1,516		$	(1,456	)	$	(3,694	)	$	(2,434	)
2002		Quarrying			Manufacturing			Retailing			Corporate Overhead			Total
Total net revenues	$	21,980		$	20,135		$	26,922		$	—		$	69,037
Inter-segment net revenues		(1,101	)		(5,821	)		—			—			(6,922	)
Net revenues		20,879			14,314			26,922			—			62,115
Total gross profit		9,122			3,784			14,583			—			27,489
Inter-segment gross profit		(328	)		(1	)		329			—			—
Gross profit		8,794			3,783			14,912			—			27,489
Selling, general and administrative expenses		3,017			2,498			15,277			4,137			24,929
Income (loss) from continuing operations	$	5,777		$	1,285		$	(365	)	$	(4,137	)	$	2,560

Net revenues by geographic area are as follows:

		($ in thousands)				($ in thousands)
		Three Months Ended				Nine Months Ended
		September 30,				September 30,
Net revenues (1):		2003		2002		2003		2002
United States	$	20,484	$	20,354	$	51,858	$	55,636
Canada		2,731		2,600		7,170		6,479
Total net revenues	$	23,215	$	22,954	$	59,028	$	62,115

(1)  Net revenues are attributed to countries based on where product is produced.

 Long-lived assets by geographic area is as follows:

		($ in thousands)
		September 30,		December 31,
		2003		2002
Long-lived assets:
United States	$	39,485	$	41,686
Canada		2,741		2,235
	$	42,226	$	43,921

11

(8)	Comprehensive Income (Loss)
Comprehensive income (loss) is as follows:

		Foreign Currency Items			Minimum Pension Liability Adjustment			Accumulated Other Comprehensive Income (Loss)
Balance at December 30, 2002	$	(756	)	$	(1,807	)	$	(2,563	)
Changes in 2003		1,050			—			1,050
Balance at September 30, 2003	$	294		$	(1,807	)	$	(1,513	)

12

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations
General
Rock of Ages Corporation (the "Company") is an integrated quarrier, manufacturer, distributor and retailer of granite and products manufactured from granite. The quarry division sells granite blocks both to the manufacturing division and to outside manufacturers, as well as to customers in Europe and Asia. The manufacturing division's principal product is granite memorials, which are sold to owned and non-owned retail stores and used primarily in cemeteries, although it also manufactures some specialized granite products for industrial applications. The retail division primarily sells granite memorials directly to consumers. As discussed below, the Company also owns cemeteries and has decided to sell its Cemetery business.
The Company has decided to sell its Cemetery business, Rock of Ages Kentucky Cemeteries, LLC. The decision was made to allow the Company to concentrate on its core businesses, quarrying, manufacturing and retailing, freeing up resources to pursue other growth strategies. The Company has signed an asset purchase agreement with Saber Management, LLC, pursuant to which the Company has agreed to sell its cemetery assets to Saber for $6,750,000. The Company expects to continue to sell upright memorials in those cemeteries through its relationship with Saber. The decision to sell the cemetery assets represents a disposal of long-lived assets and disposal group under SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." Accordingly, results of this business have been classified as discontinued operations, and prior periods have been restated to reflect this reclassification. The sale is subject to the satisfactory completion of due diligence by Saber and satisfaction of certain closing conditions contained in the definitive asset purchase agreement and is expected to close in the latter part of the fourth quarter. It is estimated that the fair value of the assets exceeds the carrying value, therefore a loss on sale is not expected and has not been recorded.
Critical Accounting Policies
Critical accounting policies are as follows: Revenue recognition, accounting for pensions, impairment of long-lived assets and valuation of deferred income taxes.
Revenue Recognition
The Company records revenues from quarrying, manufacturing, retailing and cemeteries.

The granite quarried by the Company is sold both to outside customers and used by the Company's manufacturing division. The quarry division recognizes revenue from sales of granite blocks to outside customers when the granite is shipped from the quarry site and provides a 5% discount for domestic customers if payment is made within 30 days of purchase, except as described below.  Sales to foreign customers are typically secured by letters of credit. The Company allows customers to purchase granite blocks on a bill-and-hold basis at its Barre quarries upon customer request in order to allow its customers to meet their need for granite blocks since many do not have sufficient storage space at their facilities and want to ensure an adequate supply of blocks especially when the Barre quarries are closed from mid-December through mid-March because of weather. During this time, the quarry customers' manufacturing plants remain open, and many prefer to ensure they own blocks of a size and quality selected by them prior to the quarries' closure. All blocks purchased in December are invoiced on or about December 31 and, at that time, the blocks are removed from the Company's inventory, the customer's name is printed on the blocks, and title and risk of ownership passes to the buyer. Payment terms are one-third of the invoice amount on January 15, one-third on February 15, and one-third on March 15. The program provides essentially the normal 30-day payment terms during the months when the quarry is closed notwithstanding that the customer purchases a three-month supply in December and makes payments over ninety days. Customers need not use these terms and may buy from inventory during the closure period on a first-come, first-served basis with normal 30-day terms. Normal payment terms apply when customers request to purchase blocks on a bill-and-hold basis other times throughout the year. In many cases, granite blocks owned by customers remain on the Company's property for varying periods after title passes to the buyer. The Company retains a delivery obligation using the Company's trucks. However, the Company considers the earnings process substantially complete because the cost of delivery service is inconsequential (less than 3%) in relation to the selling price. Further, under industry terms of trade, title passes and the payment obligation is established when the block is identified to a particular customer and transaction.

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 The Company does not record a sale, nor does the Company record gross profit, at the time granite is transferred to the Company's manufacturing division from the Company's quarries. The Company records revenue and gross profit related to internally transferred granite only after the granite is manufactured into a finished product and sold to an outside customer. Manufacturing revenues related to outside customers are recorded when the finished product is shipped from Company facilities. Manufacturing revenues related to internally transferred finished products are recorded when ultimately sold at retail to an outside customer.

Retailing revenues are recorded when the finished monument is placed in the cemetery. In certain instances, the Company may enter into an agreement with a customer, which provides for extended payments terms, generally up to two years from either the date of setting the memorial or, in certain instances, upon the settlement of an estate.

The cemetery division records revenues on its products and services primarily when the product is delivered or the service is performed. However, preneed sales of cemetery lots are recognized as revenue when 20% of the total purchase price of the lot has been received from the customer. The cemetery division's recognition of revenue from preneed sales of cemetery services and merchandise is deferred until the period in which the service or merchandise is delivered. On the balance sheet at December 31, 2002, the full contract amount is included in prearranged deferred revenue, a liability. The corresponding receivable due from the customer is reflected in prearranged receivables, an asset, and the corresponding cash received from the customer is reflected part in prearranged receivables (for the portion placed in trust) and part in cash (for the portion the Company is allowed to retain). When the service or merchandise is delivered, the Company recognizes as revenue the full contract amount plus all trust earnings associated with that contract. The Company cannot predict when the existing contracts will mature but it is estimated that most contracts will have an average life of ten to fifteen years. The amount of prearranged deferred revenue was $21.8 million at December 31, 2002.

As a result of the Company's decision to sell the cemeteries and in accordance with SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets," results of the cemetery division have been classified as discontinued operations; prior periods have been restated to reflect this reclassification and the assets and liabilities of this business are classified as available for sale as of September 30, 2003.

Accounting for Pensions

The Company provides defined benefit pension and other postretirement benefit plans for certain of its employees. Accounting for these plans requires the use of actuarial assumptions including estimates on the expected long-term rate of return on assets and discount rates. In order to make informed assumptions management relies on outside actuarial experts as well as public market data and general economic information. If changes in any of these assumptions occur, they may materially affect certain amounts reported on the Company's balance sheet. In particular, a decrease in the expected long-term rate of return on plan assets or a decrease in the discount rate could result in an increase in the Company's pension liability and a charge to equity.

Impairment of long-lived assets

The Company's long-lived assets consist primarily of property and equipment and, prior to 2002, goodwill. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such an asset may not be recoverable. Such events or circumstances include, but are not limited to, a significant decrease in the fair value of the underlying business or change in utilization of property and equipment.

Recoverability of property and equipment is measured by comparison of the carrying amount to estimated future undiscounted net cash flows the assets are expected to generate. Those cash flows include an estimated terminal value based on a hypothetical sale at the end of its depreciation period. Estimating these cash flows and terminal values requires management to make judgments about the growth in demand for our services, sustainability of gross margins, and our ability to integrate acquired companies and achieve economies of scale. If assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the long-lived asset exceeds its fair value.

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Effective January 1, 2002, the Company assessed impairment of goodwill in accordance with the provisions of SFAS No. 142. The provisions of SFAS No. 142 require that a two-step test be performed. First, the fair value of each reporting unit was compared to its carrying value. If the fair value exceeds the carrying value, goodwill is not impaired and no further testing is performed. If the carrying value exceeds the fair value, then the implied fair value of the reporting unit's goodwill must be determined and compared to the carrying value of the goodwill. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, then an impairment loss equal to the difference will be recorded. The Company determined the fair value of each of the reporting units using a discounted cash flow analysis and compared such values to the respective reporting units' carrying amounts. This evaluation indicated that goodwill recorded in the Retail and Cemetery segments was impaired as of January 1, 2002. As a result, the Company completed the second step of the goodwill impairment test to measure the amount of the impairment loss. Accordingly, the Company recognized a $34 million non-cash charge, recorded as of January 1, 2002, as the cumulative effect of a change in accounting principle for the write-down of goodwill to its fair value. Approximately $19 million of the goodwill write-down is deductible for taxes; therefore a deferred tax asset of $5.3 million has been recorded.

Conditions that contributed to the goodwill impairment in Retail were an underestimation of the amount of time required to fully integrate the branding strategy through the retail network and the difficulty in increasing profitability in the timeframe expected and to the extent anticipated prior to the retail acquisitions. Conditions that contributed to the goodwill impairment in Cemeteries were lower than expected revenues and greater selling and administrative costs, which the Company believes are, to some extent, temporary but are significant enough to affect the fair value determination.

Valuation of deferred income taxes

As of September 30, 2003 and December 31, 2002, the Company had net deferred tax assets of $6.0 million and $7.1 million, respectively. In assessing whether deferred tax assets are realizable, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependant upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Management has recorded a valuation allowance of $4.6 million as of September 30, 2003 and December 31, 2002, against the minimum tax credit carry-forwards and other deferred tax assets. Based upon the projections for future taxable income over the periods for which the deferred tax assets are deductible, management believes that it is more likely than not that the Company will realize the benefit of these unreserved net deferred tax assets. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income are reduced.

15

Results of Operations

The following table sets forth certain consolidated operations data as a percentage of net revenues, with the exception of quarrying, manufacturing, retailing gross profit, which are shown as a percentage of their respective revenues.

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2003	2002	2003		2002
Statement of Operations Data:
Net Revenues:
Quarrying	33.5%	35.9%	32.1%		33.6%
Manufacturing	25.9%	23.3%	25.4%		23.0%
Retailing	40.6%	40.8%	42.5%		43.4%
Total net revenues	100.0%	100.0%	100.0%		100.0%
Gross Profit:
Quarrying	41.7%	50.0%	31.2%		42.1%
Manufacturing	31.5%	31.9%	28.1%		26.4%
Retailing	58.3%	55.4%	56.3%		55.4%
Total gross profit	45.8%	48.0%	41.1%		44.3%
Selling, general & administrative expenses	35.6%	38.8%	45.2%		40.1%
Income (loss) from continuing operations	10.2%	9.2%	(4.1%	)	4.1%
Interest expense	0.6%	0.8%	0.8%		0.9%
Income (loss) from continuing operations before income taxes	9.6%	8.5%	(4.9%	)	3.3%
Provision for income taxes	5.7%	2.4%	(0.4%	)	0.9%
Net income (loss) from continuing operations before cumulative effect of changes in accounting principles	3.9%	6.0%	(4.5%	)	2.3%
Discontinued operations, net of income taxes	0.0%	1.3%	0.1%		0.6%
Net Income (loss) before cumulative effect of change in accounting principle	3.9%	7.3%	(4.4%	)	2.9%
Cumulative effect of changes in accounting principles	—	—	—		46.2%
Net income (loss)	3.9%	7.3%	(4.4%	)	(43.3%	)

16

Three Months Ended September 30, 2003 Compared to Three Months Ended September 30, 2002

Revenues for the quarter ended September 30, 2003 increased 1% to $23.2 million from $23.0 million for the quarter ended September 30, 2002.

Quarrying revenues were $7.8 million for the quarter ended September 30, 2003 compared to $8.2 million for the quarter ended September 30, 2002. The decrease was primarily due to decreased demand in the domestic memorialization market for certain quarries, and lower than normal recoveries of saleable granite, which decreased the quantity of granite available for sale for those quarries where demand remains strong.

Manufacturing revenues were $6.0 million for the quarter ended September 30, 2003 compared to $5.3 million for the quarter ended September 30, 2002. The increase was primarily due to greater shipments of mausoleums and large memorials.

Retailing revenues were level at $9.4 million for the quarters ended September 30, 2003 and September 30, 2002. While demand for the Company's memorial products through its retail segment has been weak year-to-date, revenues for the quarter ended September 20, 2003 were stronger, resulting in revenues which were equal to the same period last year achieved primarily through a decrease in order backlog.

Gross profit dollars for the quarter ended September 30, 2003 decreased 4% to $10.6 million from $11.0 million for the quarter ended September 30, 2002. Gross profit percentage decreased to 45.8% in the current period from 48.0% in the same period last year.

Quarrying gross profit was $3.2 million or 41.7% of revenue for the quarter ended September 30, 2003 compared to $4.1 million or 50.0% of revenue for the quarter ended September 30, 2002. The decrease in gross profit dollars, as well as the decrease in gross profit margins, was attributable, in part, to lower quarry yields and decreased demand at our Pennsylvania Black quarry. In addition, quarry gross profit margins and gross profit dollars were negatively impacted by the continuing fulfillment of a specific contract at the Salisbury Pink quarry requiring product sold from inventory essentially at cost as part of a program to reduce inventory in that quarry, and decreased yield at the Gardenia White quarry due to the removal of overburden and unsuitable stone as newer parts of the quarry are being opened. During 2002, the Company elected to change the method of valuing inventory in the quarry division from a First-In, First-Out method to a Specific Annual Average Cost method. The effect of the change in the three-month period ended September 30, 2002 was to increase gross profit by $97,000.

Manufacturing gross profit was $1.9 million or 31.5% of revenue for the quarter ended September 30, 2003 compared to $1.7 million or 31.9% of revenue for the quarter ended September 30, 2002. The increase in gross profit dollars was the result of increased shipments of mausoleums and large memorials, which have historically had a greater gross profit than smaller memorials. The increase in memorial manufacturing gross profit margin was partially offset by a decrease in gross margins in the industrial products division.

Retailing gross profit was $5.5 million or 58.3% of revenue for the quarter ended September 30, 2003 compared to $5.2 million or 55.4% of revenue for the quarter ended September 30, 2002. This increase was primarily attributable to decreased expenses associated with the closing of certain sandblast facilities within our retail group during 2002, the consolidation of sandblast work to our main plant facilities, and subcontracting setting and cemetery lettering services formerly supplied by these sandblast facilities.

Selling, general and administrative expenses decreased to $8.3 million for the quarter ended September 30, 2003 from $8.9 million for the quarter ended September 30, 2002. As a percentage of net sales, SG&A expenses for the current quarter decreased to 35.6% from 38.8% in the same period in 2002. The decrease in SG&A dollars and SG&A as a percentage of net sales is a result of decreased legal expenses in the quarry segment for the Eurimex arbitration proceeding and the elimination of a one-time corporate administrative expense related to the severance payment to a former Company officer. These decreases were somewhat offset by an increase in SG&A in the retail segment primarily as a result of higher sales expenses.

Interest expense for the quarter ended September 30, 2003 decreased to $148,000 from $175,000 for the quarter ended September 30, 2002. This decrease was due to lower interest rates on the Company's credit facilities.

Income tax expense for the three month period ended September 30, 2003 was $1.3 million or 59.3% of income from continuing operations before income taxes compared to $558,000 or 28.7% of income from continuing operations before income taxes in the quarter ended September 30, 2002. The unusually large tax expense in the three month period ended September 30, 2003 results from updated annual earnings projections which decreased the estimated tax rate at September 30, 2003. Since the Company had a pre-tax loss through June 30, 2003 at a higher tax rate, and a large tax benefit as a result, the Company was required to recognize a large tax expense in the three month period ended September 30, 2003 in order to adjust the year-to-date tax expense based on the new lower rate.

17

Income from continuing operations before cumulative effect of changes in accounting principles for the three months ended September 30, 2003 was $908,000, as compared to $1.4 million for the same period of 2002.

Income from discontinued operations for the three months ended September 30, 2003 was $4,000, as compared to $290,000 for the same period of 2002. The Company completed a large project in the three month period ending September 30, 2002 that had been pre-sold, which resulted in higher earnings in that period.  In accordance with SFAS 144, the Company stopped recording depreciation once the business was classified as discontinued, therefore, the Company had $24,000 less in depreciation expense in the quarter ended September 2003 than in the same period of 2002.

Net income for the three months ended September 30, 2003 was $912,000, as compared to $1.7 million for the same period of 2002.

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30, 2002

Revenues for the nine months ended September 30, 2003 decreased 5.0% to $59.0 million from $62.1 million for the nine months ended September 30, 2002.

Quarrying revenues were $18.9 million for the nine months ended September 30, 2003 compared to $20.9 million for the nine months ended September 30, 2002. The decrease was primarily due to unusually severe weather conditions in the first quarter of 2003 that affected both our ability to quarry as well as our ability to ship quarried stone, thereby decreasing revenue. In addition, we have experienced decreased demand in the Pennsylvania Black quarry, primarily due to weak demand in the domestic memorialization market.

Manufacturing revenues were $15.0 million for the nine months ended September 30, 2003 compared to $14.3 million for the nine months ended September 30, 2002. The increase was primarily a result of increased shipments of mausoleums and large memorials from the wholesale memorial division and, to a lesser degree, increased revenues from the precision products division.

Retailing revenues were $25.1 million for the nine months ended September 30, 2003 compared to $26.9 million for the nine months ended September 30, 2002. Although revenues in the three month period ended September 30, 2003 were equal to the same period last year, the year-to-date decrease in revenue was due to a decrease in demand for memorials as well as unusually severe winter weather conditions in many areas which significantly affected our ability to set memorials in cemeteries. The Company believes there has also been a downturn in other death care related businesses (principally cemeteries and funeral homes) which may indicate a decrease in demand for death care related products and services as a whole, which in turn may be the result of a lower number of internments in the first nine months of 2003 compared to 2002, and a weakness in the general economy.

Gross profit for the nine months ended September 30, 2003 decreased 11.8% to $24.3 million from $27.5 million for the nine months ended September 30, 2002. Gross profit percentage decreased to 41.1% in the current period from 44.3% for the first nine months of 2002.

Quarrying gross profit was $5.9 million or 31.2% of revenue for the nine months ended September 30, 2003 compared to $8.8 million or 42.1% of revenue for the nine months ended September 30, 2002. The decrease in gross profit dollars as well as the decrease in gross profit percentage was primarily a result of lower demand and yield from the Pennsylvania Black quarry and, to a lesser degree, lower profit sales from the Salisbury Pink quarry, lower yields from the Gardenia White quarry and unusually severe winter weather conditions in the first quarter of 2003, which decreased production. During 2002, the Company elected to change the method of valuing inventory in the quarry division from a First-In, First-Out method to a Specific Annual Average Cost method. The effect of the change in the nine-month period ended September 30, 2002 was to increase gross profit by $337,000.

Manufacturing gross profit was $4.2 million or 28.1% of revenue for the nine months ended September 30, 2003 compared to $3.8 million or 26.4% of revenue for the nine months ended September 30, 2002. The increase in gross profit dollars and gross profit percentage is a result of increased shipments of mausoleums and large memorials, which have historically had a greater gross profit margin than smaller memorials, and an increase in manufacturing efficiencies.

Retailing gross profit was $14.1 million or 56.3% of revenue for the nine months ended September 30, 2003 compared to $14.9 million or 55.4% of revenue for the nine months ended September 30, 2002. The decrease in gross profit dollars is attributable to the decrease in revenues as discussed above. The increase in gross profit percentage was primarily attributable to decreased expenses associated with the closing of certain sandblast facilities within our retail group during  2002 and subcontracting setting and cemetery lettering services formerly provided by these sandblast facilities.

18

Selling, general and administrative expenses increased to $26.7 million for the nine months ended September 30, 2003 from $24.9 million for the nine months ended September 30, 2002. As a percentage of net sales, these expenses for the nine-month period increased to 45.2% in 2003 from 40.1% in 2002. The increase was primarily a result of increased legal expenses in the quarry segment for the Eurimex arbitration proceeding of $2.4 million for the first nine months of 2003 compared to $700,000 in the first nine months of 2002 (see Part II, Item 1, "Legal Proceedings"). This increase was partially offset by a one-time corporate administrative expense related to the severance payment to a former Company officer in 2002, which did not recur in 2003.

Interest expense for the nine months ended September 30, 2003 decreased to $458,000 from $537,000 for the nine months ended September 30,2002. This decrease was due to lower interest rates under the Company's credit facilities.

Income tax benefit for the nine months ended September 30, 2003 was $211,000 (7% of pre-tax income) compared to an expense of $586,000 for the corresponding period in 2002. This unusually low tax rate is a result of the Company's projected results for 2003 reflecting the expected losses in our US operations and expected earnings in our Canadian operations and their respective tax rates.

The loss from continuing operations before cumulative effect of changes in accounting principles for the nine months ended September 30,2003 was $2.7 million, as compared to a net income of $1.4 million for the same period of 2002.

Income from discontinued operations, net of tax, for the nine months ended September 30, 2003 was $64,000, as compared to $362,000 for the same period of 2002. The Company completed a large project in the three month period ended September 30, 2002 that had been pre-sold, which resulted in higher earnings in that period. In accordance with SFAS 144, the Company stopped recording depreciation once the business was classified as discontinued, therefore the Company had $48,000 less in depreciation expense in the nine months ended September 2003 than in the same period of 2002.

There was no cumulative effect of changes in accounting principles, for the nine months ended September 30, 2003 as compared to a loss , net of tax, of $28.7 million for the same period of 2002, primarily due to a write-down of goodwill to its fair value in accordance with SFAS 142.

The net loss for the nine months ended September 30, 2003 was $2.6 million, as compared to $26.9 million for the same period of 2002.

Liquidity and Capital Resources

Liquidity. The Company considers its liquidity to be adequate to meet its long and short-term cash requirements. Historically the Company has met these requirements primarily from cash generated by operating activities and periodic borrowings under commercial credit facilities described below. The Company's acquisitions have increased its requirements for external sources of liquidity, and the Company anticipates that this trend will continue as it further implements its growth strategy.

In January 2003, the Company repurchased 500,500 shares of its common stock for a total of $2,602,600 as part of its share buy back program. Since August 5, 2002, the Company has repurchased a total of 676,200 shares for $3,359,269 under the share buy back program. The shares have subsequently been retired. There remain 323,800 shares authorized to be purchased under the current repurchase program. The Company expects to continue to repurchase shares on an opportunistic basis determined by, among other things, current debt levels, anticipated uses of capital, the price of the stock and general market conditions.

The Company made a payment to fund its defined benefit pension plan of $1.4 million in 2002, which was the maximum allowable deductible amount for tax purposes. Based on current market conditions and the related impact on the fair value of plan assets, additional funding of this extent may be warranted in the future and the Company believes it will be able to fund such contributions either from cash from operations or borrowing under its credit facilities.

Cash Flow. At September 30, 2003, the Company had cash, cash equivalents and marketable securities of $809,000 and working capital of $28.8 million, compared to $3.2 million and $30.4 million at September 30, 2002. The decrease in working capital is primarily the result of the decrease in cash and cash equivalents as well as an increase in borrowings under the Company's revolving credit facility.

19

For the nine-month period ended September 30, 2003, net cash provided by operating activities was $1.7 million, which consisted primarily of the net loss of $2.6 million plus cash provided primarily by the non-cash charges for depreciation, and an increase in customer deposits. This compares to cash provided by operating activities for the period ended September 30, 2002 of $4.7 million which consisted primarily of the net loss of $26.9 million plus the non-cash charges associated with the goodwill impairment net of taxes, the non-cash charges for depreciation as well as the cash provided by an increase in customer deposits, less the cash used primarily as a result of an increase in receivables, inventories and deferred taxes, and a decrease in deferred revenue.

Net cash used in investing activities was $5.5 million in the nine-month period ended September 30, 2003 as a result of capital purchases, compared to $637,000 used in investing activities in the corresponding period of 2002 as a result of capital purchases which was partially offset by the proceeds from the sale of the Company's Lawson facility.

Net cash used in financing activities in the nine-month period ended September 30, 2003 was $2.3 million, which consisted primarily of repurchases of stock under the Company's stock repurchase program and the payment of dividends offset by borrowings under the Company's line of credit, compared to $4.4 million in the corresponding period of 2002 which consisted primarily of repayments on the credit facility and repayment of principal on long-term debt from the proceeds of the sale of the Company's Lawson facility.

Capital Resources. The Company has a credit facility with the CIT Group/Business Credit ("CIT"). The facility consists of an acquisition term loan line of credit of up to $30.0 million and a revolving credit facility of up to another $20.0 million based on eligible accounts receivable, inventory and certain fixed assets. As of September 30, 2003, the Company had $12.5 million outstanding and $17.5 million available under the term loan line of credit and $5.0 million outstanding and $15.0 million available under the revolving credit facility. The Company has a multi-tiered interest rate structure on its outstanding debt with CIT. As of September 30, 2003, the interest rate structure was as follows:

	Amount	Formula	Effective Rate
Revolving Credit Facility	$  2.0 million	Prime - .50%	3.50%
Revolving Credit Facility	3.0 million	LIBOR + 1.50%	2.64%
Term Loans	12.5 million	LIBOR + 1.75%	2.89%

The Company can elect the interest rate structure for the Revolver and/or the Term Loan under the credit facility based on the prime rate or LIBOR.

The incremental rate above or below prime and above LIBOR is based on the Company's Funded Debt to Net Worth Ratio. As of September 30, 2003, the Company was at the most favorable increments available.

For the quarter ended September 30, 2003, the Company was in violation of one of its trailing twelve-month debt covenants primarily as a result of $3.5 million of fees and expenses incurred since October 1, 2002 in connection with the Eurimex arbitration hearing held in May 2003 as well as trailing twelve-month capital expenditures that were $2.6 million higher than normal primarily as a result of retail location improvements and a new Welcome Center and retail outlet at its extensive facilities in Barre, Vermont. The Company has received a waiver from CIT for the current violation and has agreed to  a twenty-five basis points increase in the Company's interest rate structure on both the Revolving Credit Facility and the Term Loan as of October 1, 2003. in consideration of the covenant violation.

As of September 30, 2003, the Company had $4.0 million CDN available and $0 outstanding under a demand revolving line of credit with the Royal Bank of Canada.

Contractual Obligations - ($ in thousands)

Contractual Cash Obligations		Total		Less than 1 Year		1-3 Years		4-5 Years		After 5 Years
Long-Term Debt (1)	$	12,927	$	125	$	38	$	12,522	$	242
Operating Leases (2)		2,828		1,056		1,172		600		—
Purchase Obligations (3)		18,000		3,000		6,000		6,000		3,000
Total Obligations	$	33,755	$	4,181	$	7,210	$	19,122	$	3,242

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(1)	Long-Term Debt consists of various notes payable for general business use and strategic acquisitions, the repayment of which is expected to be funded from a combination of cash flow from operations and its existing credit facility.
(2)	Operating Leases are principally for real estate and is expected to be funded form cash flow from operations.
(3)	The purchase obligation is a supply agreement with Adams Granite Co. The Company has agreed to purchase a minimum of $3,000,000 of monuments from Adams Granite each year for a term of seven years with various stipulations as to variations from the "minimum order" and pricing agreements, and is expected to be funded from cash flow from operations. The remaining term of the agreement is six years.

The Company's primary need for capital will be to maintain and improve its manufacturing, quarrying, and retail facilities and to finance acquisitions as part of its growth strategy. The Company has approximately $6.0 million budgeted for capital expenditures in 2003. The Company believes that the combination of cash flow from operations and its existing credit facilities will be sufficient to fund its operations for at least the next twelve months.

Seasonality

Historically, the Company's operations have experienced certain seasonal patterns. Generally the Company's net sales have been highest in the second or third quarter and lowest in the first quarter of each year due primarily to weather. Cemeteries in northern areas generally do not accept granite memorials during winter months when the ground is frozen because they cannot be properly set. In addition, the Company typically closes certain of its Vermont and Canadian quarries during these months because of increased operating costs attributable to adverse weather conditions. As a result, the Company has historically incurred a net loss during the first three months of each calendar year.

21

Risk Factors That May Affect Future Results

The risks and uncertainties described below are not the only ones that we face. Additional risks and uncertainties not presently known to us or which are currently deemed immaterial may also impair our business, financial condition and results of operations. If any of these risks actually occur, our business, financial condition and results of operations could be materially adversely affected.

Our continued growth depends, at least in part, on our ability to form relationships with funeral directors, cemeteries and other death care providers.

Our ability to continue to grow our retail business depends in part on our ability to develop referral relationships with funeral homes, cemeteries and other death care professionals. We cannot assure you that we will be able to successfully form these relationships in all of the areas in which we have retail businesses. In certain areas, we may be unable to form such relationships where our stores are in direct competition with funeral homes and cemeteries that sell granite memorials.

Our continued growth depends, at least in part, on acquisitions, which involve numerous risks that could negatively affect our earnings and financial condition.

Our ability to continue to grow depends in part upon the acquisition of additional companies. We cannot assure you that we will identify suitable acquisition candidates, or that we will be able to consummate transactions on acceptable terms. Further, even if we successfully acquire additional companies, we cannot assure you that we will be able to successfully integrate the operations of such companies with our own. We intend to finance acquisitions through a combination of available cash resources, bank borrowings, and, in appropriate circumstances, the issuance of equity and/or debt securities. Acquiring additional companies will have a significant effect on our financial position, and could cause substantial fluctuations in our quarterly and yearly operating results. Also, acquisitions may result in the recording of significant goodwill and intangible assets on the Company's financial statements, the write-off of which would reduce reported earnings at the point in time the goodwill is deemed impaired. With respect to retail acquisitions, goodwill impairment could be incurred at the closing of the acquisition.

Opening new stores is a component of our growth strategy and entails uncertainties and risks that could adversely affect our profitability.

Our ability to continue to grow our retail business will depend in part upon our ability to open new retail stores in selected locations. Our success in opening new retail stores will depend on our ability to identify suitable locations for opening new retail stores on acceptable terms, our ability to attract and retain competent management and sales personnel, and our ability to form strategic alliances and relationships with local funeral homes, cemeteries and other death care professionals, and our ability to attract customers to our new stores. Further, it is unlikely that new retail stores will generate significant profits in the early stages, and many new stores will lose money for the first few years of operation. Accordingly, opening new retail stores may adversely affect our business or profitability.

If we are unable to maintain our relationships with independent retailers, our sales may not continue to grow and could decline.

We have historically sold our granite memorials to consumers through independent retailers. Over the past five years, we have acquired over 26 retailers with approximately 100 retail outlets in 15 states. However, we are still dependent in part on our independent retailers for the successful distribution of our products to the ultimate customer. We have no control over the independent retailers' operations, including such matters as retail price, advertising and marketing. Three important components of our growth strategy are to continue to acquire retailers, open new retail stores in selected markets and pursue strategic alliances with funeral homes, cemetery owners, and other death care professionals. Although we have taken steps to reduce conflicts between our owned retail stores and our independent retailers, the continued implementation of these elements of our strategy may be construed by some of our existing independent retailers as an effort to compete with them, which could adversely affect their relationship with us and cause them to decrease or cease their purchases of our products. These issues may continue to arise as we pursue our growth strategy. In addition, significant barriers to entry created by local heritage, community presence and tradition characterize the granite memorial retail industry. Consequently, we have experienced, and may continue to experience difficulty replacing retailers or entering particular retail markets in the event of a loss of an independent retailer. We cannot assure you that we will be able to maintain our existing relationships or establish new relationships with independent retailers. Disruption in our relationships with independent retailers could impede our sales growth or cause sales to decline, which would adversely affect our business and financial results.

If we lose our key personnel, or are unable to attract and retain additional qualified personnel, our business could suffer.

Our operations and the implementation of our operating and growth strategies, such as integration of acquisitions and the opening of new retail stores, are management intensive. We are substantially dependent upon the abilities and continued efforts of Kurt M. Swenson, our Chairman, President and Chief Executive Officer, and other senior management. Our business is also dependent on our ability to continue to attract and retain a highly skilled retail, quarrying and manufacturing workforce, including sales managers and counselors, stone cutters, sand blasters, sculptors and other skilled artisans. The loss of the services of Mr. Swenson, other members of the Company's senior management or other highly skilled personnel could adversely affect our business and operating results.

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We face intense competition and, if we are unable to compete successfully, we may be unable to increase our sales, which would adversely affect our business and profitability.

The dimension stone industry is highly competitive. The Company competes with other dimension stone quarriers, including quarriers of granite, marble, limestone, travertine and other natural stones. The Company also competes with manufacturers of so-called "engineered stone" as well as manufacturers of other building materials like concrete, aluminum, glass, wood and other materials. The Company competes with providers of these materials on the basis of price, availability of supply, end-user preference for certain colors, patterns or textures, and other factors.

The granite memorial industry is also highly competitive. The Company competes with other granite quarriers and manufacturers in the sale of granite blocks for memorial use on the basis of price, color, quality, geographic proximity, service, design availability, production capacity, availability of supply and delivery options. All of the Company's colors of granite are subject to competition from memorial grade granite blocks of similar color supplied by quarriers located throughout the world. There are approximately 140 manufacturers of granite memorials in North America. There are also manufacturers of granite memorials in India, South Africa, China and Portugal that sell finished memorials in North America.

The Company's quarrying and manufacturing competitors include both domestic and international companies, some of which may have greater financial, technical, manufacturing, marketing and other resources than the Company. Foreign competitors of the Company may have access to lower cost labor and better commercial deposits of memorial grade granite, and may be subject to less restrictive regulatory requirements than the Company. For example, companies in South Africa, India, China and Portugal also manufacture and export finished granite memorials into North America which compete with the Company's products.

The competition for retail sales of granite memorials faced by the Company's retail outlets is also intense and is based on price, quality, service, design availability and breadth of product line. Competitors include funeral home and cemetery owners, including consolidators, which have greater financial resources than the Company, as well as approximately 3,000 independent retailers of granite memorials located outside of cemeteries and funeral homes.

The sale of cemetery lots and related products is highly competitive. The competition is based upon price, geographic location, and the overall aesthetics, maintenance and upkeep of the cemetery. Competitors include churches and municipalities that own and operate cemeteries, and other cemetery owners, including consolidators, which may have greater financial resources than the Company.

We cannot assure you that domestic or foreign competition will not adversely impact our business.

The increasing trend toward cremation, and potential declines in memorialization for other reasons, may result in decreased sales of our products.

There is an increasing trend toward cremation in the United States. According to the Cremation Association of North America, or CANA, cremation was used in approximately 25% of the deaths in the United States in 2000, compared to approximately 17% in 1990, and CANA expects this rate to rise to approximately 40% by 2010. While we continue to believe that many families will choose to memorialize their loved-ones, regardless of whether they choose cremation over a traditional burial, to the extent increases in cremation rates result in decreases in memorialization rates, this decrease will result in a decline in our memorial sales, which will adversely affect our business and results of operations.

Our business is also subject to the risk that memorialization rates may decline over time for other reasons. Certain cemeteries have in the past and may in the future limit the use of granite memorials as a memorialization option. To the extent that general memorialization rates or the willingness of cemeteries to accept granite memorials declines, this decline could adversely affect our business.

Sales of our products are seasonal and may cause our quarterly operating results to fluctuate.

Historically, our operations have experienced certain seasonal patterns. Generally, our net sales are highest in the second or third quarter and lowest in the first quarter of each year due primarily to weather. Cemeteries in northern regions generally do not accept granite memorials during winter months when the ground is frozen because they cannot be properly set. We typically close certain of our Vermont and Canadian quarries during these months because of increased operating costs attributable to weather conditions. We have historically incurred an aggregate net loss during the first six months of each calendar year. Our operating results may vary materially from quarter to quarter due to, among other things, acquisitions, changes in product mix and limitations on the timing of price increases, making quarterly year-to-year comparisons less meaningful.

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Our competitive position could be harmed if we are unable to protect our intellectual property rights.

We believe that our tradenames, trademarks, brands, designs and other intellectual property are of great value, and we rely on trademark, copyright and other proprietary rights laws to protect our rights to this valuable intellectual property. In addition, our business is subject to the risk of third parties counterfeiting our products or infringing on our intellectual property rights. We may need to resort to litigation in the future to protect our intellectual property rights, which could result in substantial costs and diversion of resources. Our failure to protect our intellectual property rights, most notably, the Rock of Ages trademark, could have a material adverse effect on our business and competitive position.

Our business is subject to a number of operating risks that are difficult to predict and manage.

Our quarry and manufacturing operations are subject to numerous risks and hazards inherent in those industries, including among others, unanticipated surface or underground conditions, varying memorial grade granite recovery rates due to natural cracks and other imperfections in granite quarries, equipment failures, accidents and worker injuries, labor issues, weather conditions and events, unanticipated transportation costs and price fluctuations. As a result, actual costs and expenditures, production quantities and delivery dates, as well as revenues, may differ materially from those anticipated, which could adversely affect our operating results.

Our international operations may expose us to a number of risks related to conducting business in foreign countries.

For the nine months ended September 30, 2003we derived approximately 26% of our revenues from sales outside the United States, with approximately 8% of those revenues from sales in Canada by the Company's Canadian subsidiaries. In prior years such percentage represented by international sales has been lower. Foreign sales are subject to numerous risks, including currency conversion risks, limitations (including taxes) on the reparation of earnings, slower and more difficult accounts receivable collection and greater complication and expense in complying with foreign laws.

Sales of our ancillary products are cyclical, which may adversely affect our operating results.

 The markets for our industrial precision products, which include machine base and surface plates that are utilized in the automotive, aeronautic, computer, machine tool, optical, precision grinding and inspection industries, and granite press rolls used in the manufacture of paper, are subject to substantial cyclical variations. Sales of these products have declined significantly as a result of the recent general economic downturn and may continue to decline upon a further or sustained downturn, or as a result of uncertainties regarding current future economic conditions that generally affect, such industries. We cannot assure you that changes in the industries to which we sell our precision products will not adversely affect our operating results.

Existing stockholders are able to exercise significant control over us.

Kurt M. Swenson and his brother, Kevin C. Swenson, collectively have 63% of the total voting power of all outstanding shares of our common stock, and will therefore be in a position to control the outcome of most corporate actions requiring stockholder approval, including the election of directors and the approval of transactions involving a change in control of the Company.

We may incur substantial costs to comply with government regulations.

Our quarry and manufacturing operations are subject to substantial regulation by federal and state governmental statutes and agencies, including the federal Occupational Safety and Health Act, the Mine Safety and Health Administration and similar state and Canadian authorities. Our operations are also subject to extensive laws, and regulations administered by the United States Environmental Protection Agency and similar state and Canadian authorities, for the protection of the environment, including but not limited to those relating to air and water quality, solid and hazardous waste handling and disposal. These laws and regulations may require parties to fund remedial action or to pay damages regardless of fault. Environmental laws and regulations may also impose liability with respect to divested or terminated operations even if the operations were divested or terminated many years ago. In addition, current and future environmental or occupational health and safety laws, regulations or regulatory interpretations may require significant expenditures for compliance, which could require us to modify or curtail our operations. We cannot predict the effect of such laws, regulations or regulatory interpretations on our business, financial condition or results of operations. While we expect to be able to continue to comply with existing environmental and occupational health and safety laws and regulations, any material non-compliance could adversely affect our business and results of operations.

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Our retail stores and sales counselors are subject to the so-called "No-Call" laws, which allow consumers to place their telephone number on a "no-call" list maintained by various states and the federal government. At present, there are "No-Call" laws in a majority of states in which we do business and the federal "No-Call" law went into effect in the Fall of 2003. Counselors are unable to make telephone calls to any consumer whose number has been placed on the applicable no-call list, subject to certain limited exceptions. Making telephone calls to introduce the Company and set appointments has been an important part of marketing our retail products and services. While we are taking steps to decrease our reliance on telephone marketing calls, compliance with the "No-Call" laws could adversely affect our retail business and results of operations.
Provisions of our corporate organizational documents and Delaware law could delay or prevent a change in control of the Company, even if it would be beneficial to our stockholders.
Certain provisions contained in our Certificate of Incorporation and By-laws:
grant ten votes per share to each share of Class B Common Stock; divide the Board of Directors into three classes, each of which will have a different three-year term; provide that the stockholders may remove directors from office only for cause and by a supermajority vote; provide that special meetings of the stockholders may be called only by the Board of Directors or certain Company officers and not by stockholders; establish certain advance notice procedures for nomination of candidates for election as directors and for stockholder proposals to be considered at annual stockholders' meetings; authorize the issuance of preferred stock. Accordingly, the Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights that could materially adversely affect the voting power or other rights of, or be dilutive to, the holders of our Common Stock.
Certain of these provisions may have the effect of discouraging, delaying or preventing a change in control or unsolicited acquisition proposals that a stockholder may consider favorable. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which may prohibit or delay large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us.
Item 3.	Quantitative and Qualitative Disclosure About Market Risk
The Company has financial instruments that are subject to interest rate risk, principally debt obligations under its credit facilities. Historically, the Company has not experienced material gains or losses due to interest rate changes. Based on the Company's current variable rate debt obligations, the Company believes its exposure to interest rate risk is not material.
The Company is subject to foreign currency exchange rate risk primarily from the operations of its Canadian subsidiary. Based on the size of this subsidiary and the Company's corresponding exposure to changes in the Canadian/U.S. dollar exchange rate, the Company does not consider its market exposure relating to currency exchange to be material.
Item 4.	Controls and Procedures
	(a) Disclosure Controls and Procedures. The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(c) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.
	(b) Internal Control Over Financial Reporting. There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings
The Company is a party to legal proceedings that arise from time to time in the ordinary course of its business. While the outcome of these proceedings cannot be predicted with certainty, management does not expect these matters to have a material adverse effect on the Company. In addition, the Company is involved in the arbitration proceeding described below and is a defendant in the lawsuit described below.
Granite Stone Business International Sarl (f/k/a Eurimex S.A.) (Luxembourg) vs Rock of Ages Corporation (USA) ICC Arbitration 11502/KGA/MS. On April 18, 2001 the Company received a Request for Arbitration ("Request") from its former distributor outside the United States, Eurimex S.A. (now known as Granite Stone Business International), in connection with the termination by the Company of the distribution agreement for the Company's Salisbury Pink granite. Eurimex has also claimed damages in connection with a distribution agreement for the Company's Bethel White granite, which agreement expired by its terms in 1998. Pursuant to those agreements, the arbitration is taking place under the International Chamber of Commerce ("ICC").
The Request includes claims by Eurimex that the Company wrongfully terminated the Salisbury Pink and Bethel White agreements. The Request also alleges that the Company violated antitrust laws under the European Community Treaty and United States antitrust laws. In the Request, Eurimex alleged that it suffered damages in excess of $30 million, and that it would seek to have such damages trebled under U.S. antitrust laws. In subsequent pre-hearing submissions, however, Eurimex asserted damages of approximately $25.3 million, plus interest, "moral" damages, attorneys' fees and costs.
The Company denies all of Eurimex's allegations and further states that it believes that Eurimex has engaged in improper or unlawful tying practices in the sale of the Company's products. The Company has answered Eurimex's Request and has brought certain counterclaims against Eurimex, including a claim for frivolous action. A preliminary scheduling conference was held on October 2, 2001, and both arbitral and subject matter jurisdictional issues were briefed. A second hearing on further procedural issues and jurisdiction was held on March 13, 2002. On July 1, 2002, the arbitral tribunal rendered a decision on the arbitral jurisdictional issues finding that it has arbitral jurisdiction over all of the claims brought by Eurimex. The tribunal deferred ruling on whether it had subject matter jurisdiction over the claimant's U.S. antitrust law claims. The parties have completed the discovery process, and submitted pre-hearing submissions setting out their respective positions. On March 11, 2003, after the Company had filed its First Pre-Hearing Submission, Eurimex withdrew all of its U.S. antitrust law claims and, hence, the threat of treble damages. A hearing on the merits of the dispute was held in May 2003, at which time Eurimex confirmed that its withdrawal of the U.S. antitrust law claims was with prejudice. The parties filed post-hearing submissions on August 29, 2003. The matter is now ripe for a decision on the merits by the arbitral tribunal.
The Company had been advised by the arbitral tribunal at the conclusion of the hearing that a decision would be rendered on or before November 30, 2003. On November 12, 2003, the Company was advised by the arbitral tribunal that the deadline for decision in the case had been extended by the tribunal from November 30, 2003 to February 28, 2004, as permitted by ICC rules.
The Company denies liability and will continue to vigorously defend the claims made by Eurimex. The Company has incurred legal fees and expenses of $5.7 million since the inception of the case all of which has been expensed through the quarry selling, general and administrative expenses. If the arbitral tribunal were to decide in favor of Eurimex, and award substantial damages, the Company's business and financial condition would likely be materially adversely affected. The Company continues to have a reserve which it believes to be adequate, for legal fees for the review of the decision by the law firms retained to defend the claims and pursue the counterclaims, but this reserve does not contain any provision of any kind for an adverse judgment because it is the opinion of the Company and outside counsel that it will prevail in this action.
Kurtz Monument Company (Pennsylvania) v. Rock of Ages Corporation (Delaware) Case No. 03-510 U.S. District Court for the Western District of Pennsylvania. On April 22, 2003, Kurtz Monument Company filed a complaint against the Company alleging that the Company breached certain terms of a sealed settlement agreement by engaging in conduct constituting commercial disparagement. Damages have not been specified. The Company believes this action by Kurtz Monument Company is without merit. The Company denies liability and will continue to vigorously defend claims made by Kurtz Monument Company. On October 3, 2003, the Court dismissed all four of the counts of Kurtz's complaint, without prejudice to Kurtz to file an amended complaint. The Company expects that Kurtz will file an amended complaint in the action.
The Company carries insurance with coverage that it believes to be customary in its industry. Although there can be no assurance that such insurance will be sufficient to protect the Company against all contingencies, management believes that its insurance protection is reasonable in view of the nature and scope of the Company's operations.

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Item 5.

Other Information

Holders of Common Stock are entitled to receive such dividends as may be legally declared by the board of directors and, in the event of dissolution and liquidation, to receive the net assets of the Company remaining after payment of all liabilities, in proportion to their respective holdings. On July 29, 2003, the board of directors declared a dividend of $.01 per share of common stock, payable on September 17, 2003 to holders of record as of August 15, 2003.

Item 6.	Exhibits and Reports on Form 8-K
	(a)	Exhibits
		Number	Exhibits
		3.1	Amended and Restated Certificate of Incorporation of the Registrant incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 333-33685) filed with the Securities and Exchange Commission on August 15, 1997 and declared effective on October 20, 1997.
		3.2	Amended and Restated By-Laws of the Registrant (as amended through April 6, 1999) incorporated by referenced to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31,1999.
		4.	Specimen Certificate representing the Class A Common Stock (incorporated herein by reference to Exhibit 4 to the Company's Registration Statement on Form S-1 (Registration No. 333-33685) filed with the Securities and Exchange Commission on August 15, 1997and declared effective on October 20, 1997).
		10.1	Assignment to Asset Purchase Agreement dated August 27, 2003 by and between Saber Management, LLC and Saber Management Kentucky, LLC.
		10.2	Extension Agreement dated September 30, 2003 by and between Rock of Ages Kentucky Cemeteries, LLC and Saber Management Kentucky, LLC.
		10.3	Form of Collective Bargaining Agreement dated April 26, 2003 by and between Rock of Ages Corporation and the Granite Cutter's Association.
		10.4	Form of Side Letter Agreement dated April 26, 2003 by and between the Granite Cutter's Association and Rock of Ages Corporation.
		10.5	Letter Agreement dated November 11, 2003 by and between the Registrant, CIT Business Credit and Fleet National Bank.
		18	Letter re: Change in Accounting Principles incorporated by reference to Exhibit 18 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
		31.1	Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
		31.2	Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
		32.1	Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
		32.2	Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	(b)	Reports Submitted on Form 8-K:
		On July 29, 2003, the Registrant filed a report on Form 8-K pursuant to Item 12 (Results of Operations and Financial Condition) to report it would be issuing a press release to disclose results of operations for the fiscal quarter ending June 30, 2003.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ROCK OF AGES CORPORATION

Dated: November 13, 2003 By: /s/ Douglas S. Goldsmith
       Douglas S. Goldsmith
       Vice President, Chief Financial Officer
       and Treasurer
       (Duly Authorized Officer and Principal Financial and
        Accounting Officer)

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Exhibit Index

Number	Exhibits
3.1	Amended and Restated Certificate of Incorporation of the Registrant incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 333-33685) filed with the Securities and Exchange Commission on August 15, 1997 and declared effective on October 20, 1997.
3.2	Amended and Restated By-Laws of the Registrant (as amended through April 6, 1999) incorporated by referenced to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31,1999.
4.	Specimen Certificate representing the Class A Common Stock (incorporated herein by reference to Exhibit 4 to the Company's Registration Statement on Form S-1 (Registration No. 333-33685) filed with the Securities and Exchange Commission on August 15, 1997and declared effective on October 20, 1997).
10.1	Assignment to Asset Purchase Agreement dated August 27, 2003 by and between Saber Management, LLC and Saber Management Kentucky, LLC.
10.2	Extension Agreement dated September 30, 2003 by and between Rock of Ages Kentucky Cemeteries, LLC and Saber Management Kentucky, LLC.
10.3	Form of Collective Bargaining Agreement dated April 26, 2003 by and between Rock of Ages Corporation and the Granite Cutter's Association.
10.4	Form of Side Letter Agreement dated April 26, 2003 by and between the Granite Cutter's Association and Rock of Ages Corporation.
10.5	Letter Agreement dated November 11, 2003 by and between the Registrant, CIT Business Credit and Fleet National Bank.
18	Letter re: Change in Accounting Principles incorporated by reference to Exhibit 18 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
31.1	Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Links

Consolidated Balance Sheets
Consolidated Statement Of Operations
Consolidated Statements Of Cash Flows
Notes To Consolidated Financial Statements
Managements Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosure About Market Risk
Controls and Procedures
Legal Proceedings
Other Information
Exhibits and Reports on Form 8-K
Signature
 

EX-10

EXHIBIT 10.1

ASSIGNMENT

     THIS ASSIGNMENT (the "Assignment") is made this 27th day of August, 2003, by and between SABER MANAGEMENT, LLC, an Indiana limited liability company ("Assignor"), and SABER MANAGEMENT KENTUCKY, LLC, an Indiana limited liability company ("Assignee").

     WHEREAS, pursuant to that certain Asset Purchase Agreement by and between Assignor and Rock of Ages Kentucky Cemeteries, LLC, a Kentucky limited liability company ("Rock of Ages"), dated as of July 28, 2003 (the "Asset Purchase Agreement"), Rock of Ages agreed to sell, convey, transfer, assign and deliver to Assignor, and Assignor agreed to purchase from Rock of Ages, the Assets (as defined in the Asset Purchase Agreement) and to assume certain obligations related thereto; and

     WHEREAS, Assignee is an entity affiliated with Assignor.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.   Assignment of Assets.  Assignor hereby assigns, transfers, sets over and delivers unto Assignee, as of the date hereof, all of Assignor's right, title and interest in and to the Asset Purchase Agreement, and Assignee hereby accepts such assignment.

2.   Assumed Obligations.  Assignor hereby transfers and delegates to Assignee, and Assignee hereby assumes from Assignor and agrees to perform, without duplication, all liabilities and obligations arising under the Asset Purchase Agreement to the extent such liabilities and obligations arise during and relate to any period on or after the date hereof. For the avoidance of doubt, it is understood that nothing in this Assignment is intended to release Assignor from its obligations under the Asset Purchase Agreement.

3.   Further Assurances.  Assignor covenants and agrees that it will hereafter execute any further assignments, instruments of transfer, bills of sale, releases or conveyances that may reasonably be deemed necessary by Assignee to fully vest in Assignee all of Assignor's rights in and to the Asset Purchase Agreement. Assignee covenants and agrees that it will hereafter execute any further instruments of assumption that may reasonably be deemed necessary by Assignor to effect the assumption by Assignee of the liabilities and obligations described in paragraph 2.

4.   Binding Upon Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.

5.   Governing Law; Submission to Jurisdiction.  This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Indiana without regard to conflicts of laws principles. The parties hereto irrevocably consent to the jurisdiction and venue of the courts serving Indianapolis, Indiana with respect to any and all actions related to this Agreement or the enforcement hereof, and the parties hereto hereby irrevocably waive any and all objections thereto.

6.    Counterparts.  This Agreement may be executed in counterparts and by different parties on different counterparts with the same affect as if the signatures were on the same instrument. This Agreement shall be effective and binding upon all parties hereto as of the time when all parties have executed a counterpart of this Agreement.

      IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Agreement on the day and year first written above.

SABER MANAGEMENT, LLC
("Assignor")

By: /s/ David A. Sullivan
       David A. Sullivan, President

SABER MANAGEMENT KENTUCKY, LLC
("Assignee")

By: /s/ David A. Sullivan
      David A. Sullivan, President

Consent of Rock of Ages

     Pursuant to Section 11.4 of the Asset Purchase Agreement, Rock of Ages Kentucky Cemeteries, LLC hereby consents to the foregoing Assignment.

ROCK OF AGES KENTUCKY CEMETERIES, LLC

By: /s/ Kurt M. Swenson
Printed: Kurt M. Swenson
Title: Chairman and Chief Executive Officer

EXHIBIT 10.2

EXTENSION AGREEMENT

     AGREEMENT made this 30th day of September, 2003 by and between ROCK OF AGES KENTUCKY CEMETERIES, LLC, a Delaware limited liability company ("Seller") and SABER MANAGEMENT KENTUCKY LLC, an Indiana limited liability company ("Buyer").

     WHEREAS, the Seller and Saber Management, LLC, an Indiana limited liability company, entered into an Asset Purchase Agreement dated July 28, 2003 (the "Asset Purchase Agreement"), pursuant to which the Seller agreed to sell, and the Saber Management, LLC agreed to purchase, substantially all of the assets of Seller used and useful in the operation of the Cemeteries (as that term is defined in the Asset Purchase Agreement);

    WHEREAS, Saber Management, LLC and Buyer entered into an Assignment dated August 27, 2003 (the "Assignment"), pursuant to which Saber Management, LLC assigned its interest in the Asset Purchase Agreement to Buyer, and Buyer assumed Saber Management, LLC's obligation under the Asset Purchase Agreement;

     WHEREAS, Section 9.1 of the Asset Purchase Agreement provides that the closing of the transactions contemplated thereby shall take place on or before September 30, 2003;

      WHEREAS, Buyer has requested that the Seller extend the Closing Date to not later than December 15, 2003, and Seller has agreed to such extension, solely upon the terms and conditions set forth herein.

      NOW THEREFORE, in consideration of the above premises and of the mutual promises and agreements herein contained, the parties hereto agree as follows:

1.     Extension of Closing Date.

Section 9.1 of the Asset Purchase Agreement is hereby amended by deleting the reference to the date "September 30, 2003" and replacing it with the date "December 15, 2003." All references to the Closing Date in the Asset Purchase Agreement shall mean December 15, 200. Except as modified herein, Section 9.1 shall remain in full force and effect.

2.     Nonrefundable Deposit by Buyer.

2.1   Payment and Application of Deposit. In consideration of the extension of the Closing Date, the Buyer shall pay to the Seller a deposit of One Hundred Thousand Dollars ($100,000) (the "Deposit"). Except as set forth in Section 2.2 below, the Deposit shall be held by the Seller and shall be non-refundable to Buyer; provided, however, the Deposit shall be applied by the Seller against the Purchase Price to be paid at the Closing.

2.2  Forfeiture of Deposit. The Deposit shall be considered Seller's property and shall only be returned if Seller terminates the Asset Purchase Agreement and fails to consummate the sale of the Assets to Buyer without legal cause. In the event that the Asset Purchase Agreement is terminated for any reason, the Seller, in addition to any other remedies that it may have, shall be entitled to retain the Deposit and the Deposit shall be deemed forfeited.

3.   Completion of Due Diligence.

Buyer represents and warrants that, except for the list of questions that Buyer sent to Seller on September 2, 2003 that have not been answered, Buyer has completed to its satisfaction its due diligence investigation of the Cemeteries, and, subject to satisfactory responses to such list of questions, Buyer waives the condition precedent set forth in section 7.1(f) of the Asset Purchase Agreement. Buyer will use its best efforts to complete the investigations needed to satisfy or waive the conditions precedent in Section 7.1(g) of the Asset Purchase Agreement on or before October 31, 2003.

 4.    Termination.

Sections 8.1(b) and (c) of the Asset Purchase Agreement are hereby amended by deleting the reference to the date "September 30, 2003" and replacing it with the date "December 15, 2003." Except as modified herein, Section 8.1 shall remain in full force and effect.

5.    Asset Purchase Agreement.

Except as modified by this Extension Agreement, the Asset Purchase Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties have executed this Extension Agreement as of the date first above written.

SELLER

ROCK OF AGES KENTUCKY CEMETERIES, LLC

By: /s/ Kurt M. Swenson
      Kurt M. Swenson
      Chairman and Chief Executive Officer

BUYER

SABER MANAGEMENT KENTUCKY, LLC

By: /s/ David A. Sullivan
      David A. Sullivan
      President

EXHIBIT 10.3

GRANITE CUTTERS

CONTRACT

April 26, 2003 - April 27, 2007

AGREEMENT

          This Agreement entered into this 26th day of April, 2003, by and between ROCK OF AGES CORPORATION (the Company) and the GRANITE CUTTERS' ASSOCIATION (the Union).

ARTICLE 1

Term

           1.1     This Agreement shall be effective April 26, 2003, and shall continue in full force and effect through April 28, 2006, and from year to year thereafter, unless either party gives notice to the other, not less than sixty (60) days prior to April 28, 2006, or prior to April 28 of any year thereafter, that it desires to alter, amend or terminate any or all of the terms thereof.

ARTICLE 2

Hours of Work

           2.1      Eight (8) hours shall constitute a day's work, five (5) days shall constitute a week's work with Saturday a full holiday.  Work shall be regarded as being performed on Saturday only if an employee's shift begins on Saturday. Daily working hours will begin not earlier than 7:00 a.m. and end not later than 3:30 p.m., and any work performed by employees on the first shift prior to 7:00 a.m. or after 3:30 p.m. shall be paid for at time and one‑half the regular rate of pay, except as modified pursuant to either paragraph (a) or (b) listed below.

            (a)      Should the Company or Union desire a change of working hours for seasonal conditions it must be agreed by the Company and by a majority vote of the employees represented by the Union and by a majority of employees represented by any other union provided, however, that between January 1 and March 15, an eight (8) hour shift to end no later than 5:00 p.m. may be established for all employees of a saw plant or for the sawyers in a manufacturing plant having a saw which is subject to outdoor weather for periods during which the Company has a reasonable expectation that inclement weather will otherwise adversely affect its operations. On such a special shift, overtime shall be paid before 8:00 a.m.  and after 5:00 p.m.

           (b)       If the Company desires to change the regular daily working hours to begin no later than 7:30 a.m. and to end no later than 5:00 P.M. during the period in which Eastern Standard Time is in effect, the Company has the option to make such change if a majority of its employees represented by the Union and a majority of its employees represented by any other local Union, voting separately in a vote conducted by the respective union representatives approve that change in hours. If the daily working hours are changed pursuant to this paragraph, overtime shall be paid before the starting time and after the finishing time of that eight (8) hour shift.

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             2.2       Employees are obligated to give notice on the day, as soon as possible, to the Company when they are unable to report for work, stating reason. Failure to provide reasonable notice may be the basis for standard progressive discipline, separate for each day, up to and including discharge.

            2.3       If the Company desires to change the regular lunch period from one‑half (1/2) hour to one hour or vice versa, the Company has the option to make such change if a majority of its employees represented by the Union and a majority of its employees represented by any other union, voting separately, approve that change in hours.

 ARTICLE 3

Extra Shifts

            3.1        It is agreed that the employer shall have the privilege of operating three (3) shifts.  One (1) shift to be the established working day and to be paid as per Article 4 of this Agreement.  The second shift shall be of eight (8) hours duration.  In addition to payment for work performed in accordance with Article 4 of this Agreement, employees working on the second or third shift shall receive a shift premium of one dollar and fifty-five cents ($1.55) per hour in the first year of this contract; one dollar and sixty cents ($1.60) per hour in the second year of the contract; and one dollar and seventy cents per hour ($1.70) in the third year of this contract. 

              3.2      In the interests of safety, the Company may require any employee engaged in production work on the floor to work any shift as long as any other person is present on the floor.  There must be at least two employees engaged in production work on the floor at all times.  A telephone must be readily available on the premises.  A single employee may work alone to monitor, correct or restart equipment (including associated work) provided he or she is equipped with a beeper and automatic safety call‑in every 15 minutes unless deactivated by the employee.

              3.3      In assigning employees to work on the second and/or third shifts, the employer shall first seek volunteers with preference being given on the basis of length of service (seniority) with the employer subject to demonstrated ability to perform the work on those shifts.  If there are not sufficient volunteers, employees shall be assigned on the basis of inverse seniority, subject to demonstrated ability to perform the work on those shifts.

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ARTICLE 4

Wages

              4.1        Minimum Wages

              The following are the minimum wage rates for all journeymen granite cutters, polishers, tool sharpeners, sandblasters and draftspersons in effect during the term of this Agreement:

Effective Date	Rate Per Hour	Rate per Eight (8) Hour Day
April 26, 2003	$15.95	$127.60
April 26, 2004	$16.50	$132.00
April 25, 2005	$17.00	$136.00

              4.2      Wage Increase

              (a)       Effective April 26, 2003, each employee in the bargaining unit shall receive a wage increase of sixty cents ($.60) per hour.

              (b)      Effective April 26, 2004, each employee in the bargaining unit shall receive a wage increase of fifty-five cents ($.55) per hour.

              (c)       Effective April 25, 2005, each employee in the bargaining unit shall receive a wage increase of fifty cents ($.50) per hour.

              4.3      Apprentice Wage Rates

              Apprentice wage rates for apprentices employed after April 28, 1997,  shall be the following percentage of the applicable journeyman rate:

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Start:	70%	After 1 year:	90%
After 3 Months:	80%	After 18 Months:	95%
After 6 Months:	85%	After 2 Years:	100%

                4.4       Infirm Employees

                Employees who through infirmity or other reasons are not able to earn the wage given in this Agreement may work for such wages as may be satisfactorily agreed upon between the Union Business Agent, the employee and the Company. This section shall be administered in compliance with applicable laws governing the employment rights of disabled or handicapped employees.

               4.5      Payment of Wages

               (a)      Wages may be paid by cash or by check in an envelope at the option of the Company. In the event of a default in payment of such check by the Company, such option shall be revoked and payment shall thereafter be in cash. Wages must be paid in full weekly within five (5) working days of the time they become due. Payment to be made during working hours.

              (b)        An employee having once accepted his pay, his rate of pay can only be changed by mutual consent of employee and the Company, the rate in no case to be below the established minimum rate of wages.

             (c)        Any employee discharged shall receive his pay immediately. Any employee leaving shall notify his employer two weeks in advance and, having complied with this requirement and worked the two‑week period, shall receive his pay in full (earned vacation and bonus, if any, included) on the regular payday for the week of separation in person (or by mail if preferred by the employee). The employer will provide the employee with a written form that the employee will be asked to sign to confirm notice.

             (d)         The Company shall be required to furnish employees with written information weekly which shall designate the total earnings, total withholdings, number of hours worked at straight time and number of hours at overtime and rate of pay.

            4.6          Report Pay

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            In the absence of a notice not to report to work, should an employee report to work and be discharged before work begins or during the first two (2) hours of the day, he or she shall be paid no less than two (2) hours' pay, except in the case of a cutter intentionally or negligently spoiling a stone.

            4.7        Wage Adjustments

            If at any time during the existence of this Agreement a wage increase should be granted, any employee receiving more than the minimum wage as provided in this Agreement shall receive the same wage adjustments but for no reason shall his wages be reduced before making said adjustments. There shall be at least two months notice before any reduction in pay above the bill; the Company will also provide that notice to the Union.

            4.8         Workers' Compensation

            If an employee has to leave work because of a workers' compensation injury and is unable to return, he or she shall suffer no loss of straight time pay for that day.

            4.9         Jury Duty

An employee who is required to report for jury duty on a day when he or she otherwise would have worked shall receive a day's regular straight‑time pay for up to a maximum of thirty (30) days per calendar year. The Company can require verification of jury duty served. It is understood that if an employee is released from jury duty so that he or she can reasonably report for work at least two hours before the end of his scheduled shift, he or she must report for work on that day. If jury duty commences in the afternoon, the employee shall report to work at the start of his or her shift, and shall leave work at a reasonable time so that the employee can return home, and then travel to court. If an employee reports to work for part of a workday, he or she shall be paid his regular wages for the time worked, and shall be paid the appropriate fraction of a day for jury service. All work done outside of the regular work hours shall be paid at the appropriate overtime rate, regardless of whether part of the day was spent in jury service.

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ARTICLE 5

Overtime

                5.1       All work done outside of the regular hours shall be paid at the rate of time and one‑half.  The Company may schedule two hours of overtime in a regular work day and five hours on Saturday.  Any additional overtime shall be subject to the approval of the Business Agent.  No employee shall be required to work overtime.

               5.2      The Company shall offer overtime to employees performing that category of work in order of seniority, unless it is demonstrated that the senior employee lacks ability to perform that overtime work.  It is understood that the employees will cooperate to assure adequate staffing of the Company's overtime requirements.  The Company may assign overtime work on a particular job, without any regard to seniority, to an employee who has previously worked on that job.

               Repeated refusal to work overtime will allow management to offer the overtime to others with less seniority. Management shall issue a notification that the overtime shall be offered to others. The employee's rights to overtime shall be terminated until the employee gives notice that he or she will accept overtime.

               Management should provide reasonable advance notice of overtime.  Absent extraordinary circumstances, notice of overtime on Saturday will be provided no later than Thursday at noon. 

 ARTICLE 6

 Holiday Pay

              6.1      Paid Holidays

              (a)      The eleven (11) paid holidays shall be: New Years' Day, the day preceding Town Meeting Day, Town Meeting Day, Memorial Day, July Fourth, Labor Day, Employee Appreciation Day (the Tuesday following Labor Day), Veterans' Day, Thanksgiving Day, Friday after Thanksgiving Day and Christmas Day, and shall be paid regardless of whether the holiday falls on a Saturday or Sunday.

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               (b)      The holidays for the term of this contract will be observed in accordance with the holiday calendar attached hereto.

               (c)      Employees who are laid off during either of the weeks in which Town Meeting Day or Thanksgiving falls shall not be eligible for holiday pay in those weeks.  Instead, such employees must as individuals report for work on the first work day following the conclusion of any such layoff and such employees may collectively and mutually agree with the Company on days when they will, as a group, take personal days off with pay if they are otherwise eligible for the holiday pay. Such personal days must be taken within thirty (30) days after the first work day following the conclusion of the layoff in question and if mutual agreement is not reached, the employees will receive pay in lieu of any holidays to which they are entitled

                 6.2     Eligibility

                 (a)     The employee must have at least thirty (30) working days' accumulated service to be eligible for paid holidays. After completing thirty (30) working days' service, any paid holiday that fell within the thirty (30) working day period becomes payable. If an employee quits before he or she has accumulated thirty (30) working days' service, no holiday pay is due. If he or she is laid off or is discharged through no fault of his own before he or she has accumulated thirty (30) working days' service, any holiday which fell within the period of his employment and discharge becomes due and payable.

                  (b)    Subject to 6.1(c), any employee who works to within four (4) working days of a paid holiday and who has thirty (30) working days' accumulated service with the Company and is then discharged or laid off will nevertheless receive the holiday pay.

                 (c)     When a holiday falls in an employee's vacation, the employee shall have the option of receiving pay for that day at straight time in addition to vacation day, or taking a personal day at full pay within ninety (90) days of the original date of the holiday.

              (d)      During the week of a paid holiday, the employee must work a minimum of a full scheduled work week excluding the holiday or holidays less one (1) scheduled workday. Exceptions to the above ruling can be made only by prior arrangements with management. Sickness during the week of holiday shall not disqualify an employee if he or she has notified the Company.

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                  (e)     Apprentices are to be eligible for paid holidays.

                  (f)     No employee shall be entitled to the holiday pay as provided in this Article if such employee is not working and is receiving compensation or benefits during such period in which he or she is not working, whether he or she is receiving such compensation or benefits under the State Unemployment Compensation Act, State Workers' Compensation Act, Granite Group Insurance Trust, or from any similar source to which the Company contributes.

                 6.3     Holiday Work

                  For all work done on Sundays or on the following holidays, double time plus the holiday (if applicable) shall be paid: January First, the day preceding Town Meeting Day, Town Meeting Day, Memorial Day, July Fourth, Labor Day, the Tuesday following Labor Day, Veterans' Day, Thanksgiving Day, Friday after Thanksgiving Day and Christmas Day.

                 6.4       In the event of a state or federal law affecting the date on which holidays are celebrated, the parties hereto will negotiate with respect to appropriate changes in this Article with the understanding that the number of holidays shall remain the same as set forth above.

               6.5       Any paid days off to which an employee is entitled under this Article shall include second and/or third shift premiums, as the case may be, if the employee is assigned to such shift on the day(s) for which he or she is entitled to such pay.

 ARTICLE 7

 Vacations

                  7.1     Vacation Period

                 The vacation period shall be May 1 to April 30. There shall be a staffing goal of no more than 20% absent for vacation in each GCA category of work at any time.

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                   The first two weeks of vacation shall be taken in not less than one week segments. Employees shall select the first two weeks of vacation on the basis of the seniority roster in each work area. After all employees have selected the first two weeks of vacation, employees shall select the third and fourth week of vacation on the basis of the seniority roster in each work area. Requests for one-week segments will take priority over requests for single days for the third and fourth week of vacation, regardless of seniority. In all other conflicts in requested dates, seniority shall govern unless the Company can show that the senior employee's presence in the requested period is indispensable. Employees required to report for national guard or similar military duty shall have priority over requests for vacation.

                    The Company shall provide a vacation selection form on the first payday an employee works after January 1 of each year. An employee must complete the form by March 1 to preserve seniority privileges for selecting vacation. The form should state that March 1 is the deadline for return of the form, and that failure to complete the form by March 1 will result in loss of seniority privileges for selecting vacation. On approximately February 15, the Company shall post a notice and a reminder with paychecks that failure to complete vacation forms by March 1 will result in loss of seniority rights for selecting vacation.

                    An employee shall have the option of taking the third or fourth week's vacation as a bonus on the first payday in December.

                 7.2      Vacation Payments

                 Payment of vacation pay to employees will be made in advance. If an employee resigns, vacation pay or fraction thereof shall be payable in cash or check on the regular pay day for the week of separation. If an employee is permanently laid off, his vacation or fraction thereof shall be payable in cash or check in the week in which he or she is permanently laid off.

                 7.3       Requirements

                 (a)       Vacations will be granted to employees who have fulfilled the following requirements prior to May 1:

                            (i)      An employee must have worked ninety percent (90%) of the regular hours worked by the plant during his period of employment for the twelve (12) months preceding May 1, the start of the vacation period, to be eligible for full vacation earned.

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                            (ii)      Three‑fifths (3/5ths) of full vacation earned if employee has worked eighty percent (80%) of the plant hours scheduled.

                            (iii)     No vacation earned if employee has worked less than eighty percent of the plant hours scheduled.

                            (iv)    Overtime hours worked shall be included in determining whether an employee has met the requirements of the subsection (i) and (ii).

                (b)       For the purpose of determining whether the requirements above have been fulfilled and in computing the amount of vacation to which an employee is entitled under Section 7.4 below, the following additional rules shall govern:

                          (i)      Time lost due to layoff of thirty (30) calendar days or more, resignation, discharge or strike will not count as time worked or earned, but shall not break industry service should the employee re‑enter the industry except as provided in Section 7.4(e).

                         (ii)     An employee who has been employed by the Company for at least six (6) months shall be credited, with up to a maximum period of one (1) year, time lost by employee's sickness or accident or absence sanctioned by management in writing, as earned time and accordingly the employee will be paid vacation pay.

                Example: An employee works two (2) years and three (3) months for one employer and then is absent from work for nine (9) months because of sickness. At the end of the nine (9) months' sickness, he or she returns to work. The earned time is three (3) years.If, after receiving vacation pay, he or she then only works another two (2) months, he or she is entitled to two‑twelfths (2/12ths) of two weeks' vacation; six (6) months, six‑twelfths (6/12ths) of two weeks, and so forth.

                      (iii)      Apprentices do not accrue vacation until after completing six months of employment. Once an apprentice completes six months, accrual of vacation time is retroactive to the first day of employment.

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           7.4     Amount of Vacation

           Vacations will be granted to employees as follows:

           (a)      First Week. One (1) week's vacation or fraction thereof will be granted employees with less than one (1) year of industry service on May 1 based upon the number of months he or she has been employed in accordance with the table below. This will establish him on a May 1 to May 1 basis for future vacation calculations.

Length of Industry Service		Vacation
1 mo.	1/2 of a week	3.3 hours
2 mos.	2/12 of a week	6.6 hours
3 mos.	3/12 of a week	10.0 hours
4 mos.	4/12 of a week	13.3 hours
5 mos.	5/12 of a week	16.5 hours
6 mos.	6/12 of a week	20.0 hours
7 mos.	7/12 of a week	23.1 hours
8 mos.	8/12 of a week	26.4 hours
9 mos.	9/12 of a week	30.0 hours
10 mos.	10/12 of a week	33.3 hours
11 mos.	11/12 of a week	36.3 hours
12 mos.	1 week	40 hours

              (b)       Second Week. Employees with one (1) or more years of industry service on May 1 shall be entitled to two (2) weeks' vacation or any fraction thereof computed in accordance with the following table:

Length of Industry Service		Vacation
1 mo.	1/2 of 2 weeks	6.6 hours
2 mos.	2/12 of 2 weeks	13.3 hours
3 mos.	3/12 of 2 weeks	20.0 hours
4 mos.	4/12 of 2 weeks	26.6 hours
5 mos.	5/12 of 2 weeks	33.3 hours
6 mos.	6/12 of 2 weeks	40.0 hours
7 mos.	7/12 of 2 weeks	46.6 hours
8 mos.	8/12 of 2 weeks	53.3 hours
9 mos.	9/12 of 2 weeks	60.0 hours
10 mos.	10/12 of 2 weeks	66.6 hours
11 mos.	11/12 of 2 weeks	73.3 hours
12 mos.	2 weeks	80 hours

               (c)     Third Week. Employees will be granted a third week's vacation or fraction thereof computed on a May 1 to May 1 basis beginning with the second May of his continuous employment in the industry as follows:

2nd May	-	1 day	-	8 hours
3rd May	-	2 days	-	16 hours
4th May	-	3 days	-	24 hours
5th May	-	1 week	-	40 hours

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                (d)     Fourth Week. Employees will be granted a fourth week's vacation computed on a May 1 to May 1 basis beginning with the twenty‑fifth May of his continuous employment with the Company as follows:

21st May	-	1 day	-	8 hours
22nd May	-	2 days	-	16 hours
23rd May	-	3 days	-	24 hours
24th May	-	4 days	-	32 hours
25th May	-	5 days	-	40 hours

               (e)     Such vacation (time off) or vacation pay shall be paid at the straight time hourly rate of pay in effect for the employee at time of taking vacation or receiving fractional vacation pay upon separation from employment. In figuring all earned vacation, a percentage of the regular straight time hours worked during the year preceding May 1 will be used to determine the vacation pay. Overtime is not to be used in computing vacation time. Employees may not be forced to use a vacation day for unanticipated absences, unless that is appropriate discipline.

                Vacation pay and vacation bonuses shall include shift premiums for employees regularly assigned to the second or third shifts, as the case may be, when such vacation or bonus pay becomes due and payable. Subject to the advance approval of management (which approval shall not be unreasonably withheld), employees may occasionally take one-half day of vacation. Half-days cannot be scheduled on the annual vacation calendar.

               (f)      For the purpose of this Article, an employee's industry service shall be deemed terminated in the event the employee voluntarily leaves the industry.  If an employee on layoff secures work in another field while waiting for an opening in the granite industry, but continues to maintain union membership and contact with the union and applies for industry employment, his service shall not be considered terminated for the purposes of this article until twelve (12) months from the date of layoff.

             (g)      For the purpose of computing vacation pay or fraction thereof, an employee hired on or before the fifteenth (15th) of a month shall be credited with the full pro rata vacation pay otherwise attributable to that month, and an employee hired after the fifteenth (15th) day of a month shall not be credited with any pro rata vacation pay for that month. An employee whose employment terminates on or after the fifteenth (15th) of the month shall be credited with full pro rata vacation pay otherwise attributable to that month. An employee whose employment terminates before the fifteenth (15th) of the month shall not be credited with pro rata vacation pay for that month.

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              Example:  An employee comes to work on February 13, 1980.  On May 1, 1980 he or she has completed three (3) months employment and he or she is entitled to fractional vacation pay of three‑twelfths (3/12ths) of one (1) week. On May 1, 1981, the second May of his employment, he or she is entitled to two (2) weeks vacation pay payable at vacation time and one (1) day of vacation pay payable at Christmas.  On May 1, 1982, he or she would be entitled to two (2) weeks and two (2) days; May 1, 1983 ‑ two (2) weeks and three (3) days; and May 1, 1984 ‑ three (3) weeks.  It is assumed in this Example that the employee worked at least ninety percent (90%) of the scheduled hours worked by the plant during each of the applicable twelve (12) month periods. If he or she has worked eighty percent (80%) of the time, he or she will receive three‑fifths (3/5ths) of the vacation pay otherwise due.

                7.5      Severance of Employment

                A new employee or an employee who is laid off, discharged or quits is to be allowed the vacation benefit to which he or she is entitled under Section 7.4 above, prorated according to his months of service; for example, one (1) month = 1/12th; three (3) months = 3/12ths; ten (10) months = 10/12ths etc.

                7.6      Special Employment

                The vacation pay of employees, who by the specialized nature of their work are employed by two (2) or more employers in the course of the year, shall be paid by each employer in proportion to the time he or she has employed the specialist.

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ARTICLE 8

 Bereavement Pay/Birth of an Employee's Child

                8.1        Employees shall receive bereavement pay following the death of the relatives listed in this Article, and the funeral and its arrangements occur during the employee's scheduled workday.  There shall be five days bereavement leave for the death of a parent, spouse or child/stepchild. There shall be three days bereavement leave for the death of a, brother, sister, stepmother, stepfather,  spouse's father, spouse's mother, spouse's stepmother, stepfather, or grandchild.  There shall be one day bereavement leave for the death of a grandparent, the grandparent of a spouse, a brother-in law, a sister-in-law or a "significant other."  If an interment is postponed to a later date and occurs during the employee's scheduled workday, the employee may take one of the three foregoing days off with pay on the day of interment.

              8.2       Any paid days off to which an employee is entitled under this Article shall include second or third shift premiums, as the case may be, if the employee is assigned to such shift on the day(s) for which he or she is entitled to such pay.Employees who are on vacation when a death occurs will receive the bereavement benefit, and may use the affected vacation days at a later date.

              8.3       An employee will be entitled to a day off with pay for the birth of the employee's biological child or the adoption of a child.

 ARTICLE 9

 Insurance

              9.1       The Company agrees to provide group insurance to employees and dependents as set forth herein.

             9.2        Benefits

             (a)        The health and welfare plan administered by the Company or its administrator as selected by the Company shall provide for benefits as follows:

                          (i)     Group life insurance ‑ $60,000.

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                         (ii)     Sickness and accident insurance ‑ $330.00  per week, effective April 26, 2003; $335.00 per week, effective April 26, 2004; and $340.00 per week, effective April 25, 2005  for 52 weeks with a Social Security offset for the last 26 weeks thereof; eligibility commences on the first day of accident or hospitalized sickness and the fifth day of non‑hospitalized sickness. If an employee qualifies for sickness and accident insurance because of five (5) days of non‑hospitalized sickness and remains qualified for at least one additional week, the Company will pay the employee  the benefit described in this Article for the unpaid five‑day qualifying period.

                       (iii)    Accidental death and dismemberment insurance ‑ the benefit shall be $60,000.

                        (iv)    Paid‑up Term life insurance.

                                 (1)    Employees with ten (10) or more years of service retiring on a regular or early retirement pension will be given a fully paid $6,000 life insurance policy. Any employee with ten (10) or more years of service becoming totally disabled will continue to receive coverage for the full amount of life insurance then in effect until he or she becomes substantially employed, as determined by the Company or insurance administrator, at which time the insurance will be eliminated completely; or until age sixty‑five (65) when it will be eliminated and replaced by a $6,000 insurance policy that has been fully paid by the Company. The full amount of life insurance shall apply to employees with at least 10 years service, and the amount of insurance shall be prorated down by years of service for employees with less than 10 years of service.

                       (v)    Health Insurance ‑ The Company shall provide two (2) health insurance plans. One is to be equivalent to the Blue Cross Vermont Health Partnership (VHP), and one will be equivalent to the Blue Cross J Plan, subject to the following general conditions:

                                1. The employee has the option of selecting the VHP or the J plan, without any pressure to select any option.

                                2. There shall be one (1) period of open enrollment each year.

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                                3. The "J" Plan shall have a $10 office visit copay and a drug card with a $50 deductible, $10/$20/$35 copay. The Vermont Health Partnership (VHP) shall have the same drug benefit, $10 office visit copay, plus a $20 copay for visits to specialists.

                             4. Changes to either plan can be implemented at any time only when mutually agreed upon between the GCA and management. Other insurers and third party administrators can be used as long as there is no reduction in benefit level at the time of change, and only with the mutual agreement of both unions and management. Management has the discretion to offer other optional plans following discussions with the GCA.

                            5. Employees selecting the J plan shall be required to pay 17% of the premium. Employees selecting the VHP plan shall be required to pay 12% of the premium.

                           6. There shall be a dental plan, equivalent to the Delta Dental Preventer II, provided to all employees who obtain health insurance under VHP. The employee contribution to the premium shall be 12%.

                           7. There shall be a vision plan equivalent to the Vision Service Plan "A" with a $20.00 per year eye exam and $20.00 every two year material charge made available to all employees who obtain health insurance on any of the company plans. Employees on the J Plan will pay 17% and employees on the VHP Plan will pay 12% of the premium.

8. If Blue Cross allows, there can be a copay required for emergency room visits under the J plan of $25 year one and two, $50 year three to match the VHP plan.

                     (vi)   The Company shall pay the full premium for health insurance for one month for retirees with at least five years continuous company service, and two months for retirees with at least ten years continuous service with the company.

              (b)   The insurance benefits which are provided shall be described in a brochure which shall be distributed to employees.  The terms and conditions under which such benefits are provided are governed by insurance agreements between the Company and its insurance carriers. The Union and the Company shall work together in good faith to help preserve quality benefits, control costs, and provide information to employees.

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               9.3    Contributions   

              The Company shall continue its contributions for the health insurance coverage, life insurance and accidental death and dismemberment insurance of a laid‑off employee for three (3) calendar months (provided the employee makes his contribution if any is required). If the employee is laid off on or before the fifteenth (15th) of a month, that month shall be considered the first of the three months; and if the employee is laid off after the fifteenth (15th) of a month, the following calendar month shall be considered the first of the three months. If an active employee dies, the Company will continue health insurance for the survivor(s) on the employee's health plan for three (3) months at no cost to the deceased employee's family. To keep policies in force, both the Company and employee must pay his share while the employee is off the job because of sickness and accident, strike or lockout or any other suspension in the industry beyond the control of either management or labor.

                9.4     Disability

                (a)     If an employee is permanently and totally disabled, the Company shall continue its contribution for up to six (6) months, as described in the previous section "Contributions."  Thereafter, the Company will provide such health insurance contributions (provided the employee makes his contribution, if any is required) for five (5) years from the date when he or she ceased to work due to such disability. At the end of such five (5) year period, the Company shall thereafter continue its contributions for individual coverage only, as long as the employee makes his contribution and is permanently and totally disabled, or until he or she reaches age 65, whichever occurs sooner; provided, that the Company will not make any contributions described in this subsection (a) during any period when the employee or his spouse is employed and group health insurance benefits are available to them, or after he or she reaches age 65. The Company and the Union may amend this subsection in their discretion.

                9.5      Retired Employees    Effective May 2, 1981, any employee who has retired after April 30, 1975 under the provisions of the Barre Belt Granite Employer‑Union Pension Plan shall be allowed to continue group insurance coverage in the amount of $3,000 of term insurance, subject to any applicable insurance carrier rules and regulations. The full cost of such coverage will be paid by the retired employee at the group rate applicable to the term life insurance including such insurance for retired employees being provided through the Company. The premium to be paid by such retired employees shall be deducted from the monthly retirement payable to him under the Pension Plan.

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                9.6        The Company is authorized to utilize the services of an impartial professional consultant as deemed necessary to advise concerning the proper operation of the insurance program.

               9.7         The parties agree to consider and implement by agreement health insurance cost containment measures with a view to improving and increasing the quality and efficiency of health care.

               9.8         The Company shall provide the Union with any notices threatening or canceling any insurance coverage provided for Union employees under this Agreement. Immediately upon cancellation, the Union and the employees may withhold all services until such time as the insurance has been fully reinstated with retroactive coverage.

ARTICLE 10

 Pension Plan Agreement

                10.1     Merger of the Pension Plan

               The Barre Belt Granite Employer-Union Pension Plan (the "Plan") has merged with and into the Steelworkers Pension Trust (the "Pension Trust") pursuant to the terms of a certain merger agreement (the "Merger Agreement") between the Plan and the Pension Trust, the terms of which are incorporated herein by reference. (Hereafter, the merger of the Plan and the Pension Trust is referred to as the "Merger.")

                 10.2    Incorporated Documents

                 This Article 10 incorporates by reference the terms of a Merger Agreement between the Plan and the Pension Trust, and the provisions of the documents governing the Pension Trust, including the "UIU Declaration of Trust, Effective December 5, 1997." 

                  10.3    Contribution Rate

                  The month for which the contribution is due is referred to as the "benefit month," and the month prior to the benefit month is referred to as the "wage month." The Employer shall contribute to the Pension Trust each and every benefit month a sum of money equal to $1.35 per hour for each hour worked by all Covered Employees during the wage month. Effective April 26, 2004, the contribution shall increase to $1.40 per hour. Effective April 25, 2005, the contribution shall increase to $1.45 per hour.

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                10.4     Covered Employees

                Covered Employees are all employees employed within the Union's Bargaining Unit who were actively employed by the Employer for any length of time during the wage month.  The Employer is required to make a contribution on an employee whose employment is terminated during the wage month.

                10.5     Hours Worked

                The term "Hours Worked" means not only hours actually worked by Covered Employees but also hours not actually worked but for which Covered Employees were paid because of vacation, holidays, jury duty or bereavement leave.

                 10.6     Payment of Contributions

                 Contributions are due from the Employer on the fifteenth (15^th) day of the benefit month, commencing with the benefit month of February 1999 and each and every month thereafter so long as this agreement is in force.

                  10.7     Coverage--Newly Hired Employees Not Previously Covered

                  Newly hired employees not previously covered by the Pension Trust are not considered Covered Employees until the first day of the first calendar month immediately after the commencement of employment.  Such calendar month is the new employee's first benefit month.  The immediately preceding calendar month is the employee's first wage month.

                  10.8   Coverage--Newly Hired Employees Who Were Previously Covered

                  Newly hired employees previously covered by the Pension Trust are considered Covered Employees as of the first day of the first calendar month immediately after the commencement of employment.  This calendar month is the employee's first benefit month and the immediately preceding calendar month is the employee's first wage month.

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                   10.9   Contribution Reports and Data

                   The Employer shall transmit to the Pension Trust with each contribution a contribution report on the form furnished by the Pension Trust on which the Employer shall report the names, status, hire and termination dates as applicable, as well as the total hours paid to each covered employee during the wage month. The Employer shall provide a copy of this report to the Union. The Employer further agrees to supply to the Pension Trust such further information as may from time to time be requested by it in connection with the benefits provided by said Pension Trust to said employees, and to permit audits of its books and records by the Pension Trust for the sole purpose of determining compliance with the terms and conditions of this agreement.

                     10.10    Delinquent Employers

                     In the event that an Employer fails to maintain affiliation in good standing with the Pension Trust, the Employer shall be in violation of this Article 10, in addition to all other applicable standards. Immediately upon termination of the Employer's affiliation with the Pension Trust, the Union and the employees may withhold all services from the delinquent Employer until such time as the default has been cured to the satisfaction of the Pension Trust and the Union.

ARTICLE 11

401K Plan

                      The Company will establish a Section 401(k) plan for all its union employees. The Company will match contributions at 30% of the first $1,000 and 10% of the excess up to the maximum contribution level allowed under the plan.

ARTICLE 12

 Notices

                12.1    The Company shall install a bulletin board for joint use of the Company and Unions.

                12.2    Before suspending operations the day before or the day after a scheduled holiday, at least three (3) working days' notice must be posted on the bulletin board.

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                   12.3    At least twenty‑four (24) hours' notice of any other suspensions of operations must be posted on bulletin boards stating when plant will close as well as when work is to be resumed.

                   12.4    An employee who gives his employer two (2) weeks' written notice before resignation will not be dismissed during the notice period without just cause which shall include the employee's failure to perform the work assigned or to report to work on time as that employee would normally do. An employee who gives notice of resignation shall remain subject to layoff during the notice period. The employer will provide the employee with a written form that the employee will be asked to sign to confirm notice.

                   12.5    If an employer decides to meet and speak to an employee because the employer believes that any further infraction will lead to discharge, the employer shall inform the union and invite the union business agent to attend the meeting. If the business agent is unavailable, notice can be provided to a Union officer or shop steward.

ARTICLE 13

 Layoff and Recall

                   13.1     Layoff and recall shall be on the basis of seniority with the Company, with most senior employees enjoying preference to avoid layoffs and to be recalled. Unless it is demonstrated that a senior employee lacks proficiency to perform work in another category, the senior employee shall have the right to move to another category to avoid layoff. A layoff shall not interrupt the accrual of industry service. Employees shall have recall rights for twelve (12) months from the date of layoff.

                    13.2      The Company shall provide the Union with a seniority roster semi‑annually, in April and October. There shall be a single seniority roster for all GCA employees of the Company.

ARTICLE 14

Union Security

                      14.1     Employees covered by this Agreement shall, as a condition of employment, be or become members of the Union on the thirty‑first calendar day following their date of employment or the effective date of this Agreement, whichever is later. As a condition of continued employment, employees must remain members of the Union in good standing with respect to payment of initiation fees (if not already a member) and periodic dues uniformly required as a condition of acquiring or retaining membership.

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                        14.2    Operators of all granite, marble or other stone working machinery shall be members of the Union such as: computerized stencil cutting machines, sandblast, surface cutters, carbos, planers, lathes, die sinkers, polishing wheels, saws, paper rolls, sharpening machines, surface plates, guillotines, sandblast stencil cutting machines, carvers, etchers, auto etchers and wire sawing on granite when detached from the quarry.The operation of machinery that performs functions substantially similar to the functions performed by the machinery listed in this Article shall be by members of the Union. Except as specified otherwise in this Article, all work that is assigned to the jurisdiction of the various trades and specialties within the Union by the terms of this Agreement shall only be performed by Union members. In each facility, there may be no more than one owner operating machinery that is assigned to Union members under the terms of this agreement; any other owner may operate machinery only if they are Union members. Only foremen and management shall have the authority to discipline, hire or fire union employees. Foremen shall not perform union work, but shall limit their responsibilities to supervision and instruction.

                         14.3   GROUP LEADER‑LEADMAN. A group leader or leadman is a bargaining unit employee who has responsibilities under a foreman in a specific work area or section. He or she is in charge of that area in the absence of a foreman. Following instructions of the foreman, he or she directs employees in routine work including priority and movement of work in process. He or she has the responsibility to inspect and reject units if they do not meet quality standards.He or she can instruct employees and answer routine questions about work. He or she does not have the power to hire, fire or adjust wages for personnel, or effectively recommend the same.

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 ARTICLE 15

 Check‑Off

                          15.1     It is agreed that Union initiation fees, membership dues, and assessments uniformly imposed on all members, in accordance with the Constitution and By‑Laws of the Union, shall be deducted monthly from the pay of each employee who executes or has executed the following "authorization for check off" form:

 "I, the undersigned, an employee of Rock of Ages Corporation, hereby authorize and direct the Company to deduct from my wages as checked below:

(  )  Initiation fees

(  )  Monthly union dues

(  )  Assessments uniformly imposed on all members as designated by the Union, and pay same to the Granite Cutters' Association.

 "I understand that this authorization is irrevocable for a period of one year or until the expiration of the Agreement between the Union and the Company, whichever occurs sooner, and shall be automatically renewed for successive periods of one (1) year each or for the period of each succeeding applicable collective agreement between the Company and the Union, whichever shall be shorter, unless I notify the Company and the Union in writing by registered mail, return receipt requested of my desire to cancel and revoke this assignment, within ten (10) calendar days prior to the expiration of each period of one year, or of the expiration of each applicable collective agreement between the Company and the Union, whichever occurs sooner."

                    15.2    Deductions shall be remitted by the end of each month to an officer designated by the local union along with a list of the employees from whom deductions are made.

 ARTICLE 16

Dispute Settlement

                    16.1    Any difference which may arise as to the meaning  of this Agreement or any memorandum agreement between the parties as to compliance with the terms of such agreements shall be resolved as follows:

                    Step 1:  Between the foreman and employee involved and/or Union Steward and/or other Union representative. Grievances must be submitted within ten (10) workdays of the time the subject of the grievance becomes or should have become known to the aggrieved employee or Union.

                    Step 2:  Between the Union Steward and/or other Union representatives and the Plant Manager. If the matter is not settled within five (5) workdays of initiating this step, it may be referred to Step 3.

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                     Step 3:  Between the Union Business Representative and/or Union Steward and the Division Vice President and/or the Plant Manager.  If the matter is not settled at this step, then a formal written grievance will be submitted within five (5) working days.

                     Step 4:  Between the Granite Cutters' Association Staff Representative, Local Union Business Agent, the President of the Company, the Division Vice President and/or the Plant Manager.

                     Step 5:   Submit the grievance to arbitration and pursuant to existing voluntary labor arbitration rules of the American Arbitration Association within thirty (30) days following the Step 4 answer. The Arbitrator shall have no authority to alter in any way the terms and conditions of this Agreement and shall confine his decision to a determination of the facts and an interpretation and application of this Agreement. The decision of the Arbitrator shall be final and binding on all parties. The fees and expenses associated with arbitration of the grievance shall be borne equally by the parties to the grievance or dispute.

                     In the event a difference is not appealed to the next succeeding step of the above procedure within the time limit specified, the right of appeal shall be lost.

                      The aggrieved employee may attend any steps of the grievance procedures. Time limits may be extended by mutual agreement.

                      16.2    Grievances may be initiated by the Company.  The grievance shall be discussed between the Company representative and the Steward, Local Union President and/or Union Business Agent or other Union representative. In the event such difference is not settled through such discussion, the dispute will be further processed in accordance with the provisions of Section 16.1, Steps 3, 4 and 5.

                       16.3   Grievances processed in accordance with the provisions of this Article must be in writing and signed by the grieving party for submission to Step 4 and succeeding Steps. It is mutually understood that the words "Foreman" or "Plant Manager" may be replaced by the word "Company" where appropriate. Time limits may be extended by mutual agreement.

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                         16.4   The Union agrees that during the term of this Agreement neither the Union nor its members shall encourage or engage in any strikes, stoppages, slowdowns or other interruption of work, and the Company agrees that there shall be no lockouts.

ARTICLE 17

 Plant Access

                          It is agreed that a Business Agent and/or Union official shall be permitted to enter any plant during working hours or during hours when such agent or official has reason to believe employees are working, for the purpose of administering the provisions of this Agreement. A committee wishing to enter the plant during working hours must first get permission at the office.

 ARTICLE 18

 Nondiscrimination

                         The parties shall comply with all applicable laws governing equal employment opportunities for employees covered by this agreement. This shall include laws prohibiting discrimination against employees on account of race, color, gender, religion, national origin, age, sexual preference, protected handicap or union activities.

ARTICLE 19

Governmental Regulations

                          The Company will comply with all applicable laws, including workers' compensation and unemployment compensation laws, enacted for the betterment of wages and working conditions in the granite trade. All employees must utilize safety equipment required by applicable law.

 ARTICLE 20

 Substandard Operations

                            It is acknowledged by the parties that production of granite products under conditions less favorable than those contained in this Agreement represents a threat to the prosperity of the industry and the health and living standards of the employees working herein. If a full-time employee works for another person or firm in the industry which competes with his employer, it shall constitute just cause for disciplinary action, leading to discharge for subsequent or continuing offenses. Work performed on the premises of the Company on projects in which the Company has some interest shall not be considered moonlighting, and shall not subject the employee to discipline or discharge. The parties acknowledge that such moonlighting by full-time employees is generally harmful to the industry and to the employees. It should be discouraged. An employer found to have engaged or employed a moonlighter shall be required to pay time and one half for all hours worked by the moonlighter; shall be required to make all fund payments for such hours worked to the Barre Belt Pension Fund to the extent permitted by such funds; and shall be subject to other sanctions as a grievance committee or arbitrator deems just.

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ARTICLE 21

Labor Management Team

                            It is mutually agreed to form a Labor Management Team (LMT) composed equally of Union representatives and management representatives in such total number as may be agreed from time to time by the Union and Company. The LMT may meet on mutually agreeable occasions to discuss and resolve issues of safety, health, betterment, interdivisional job opportunities, productivity and other items as may be appropriate.

                           The LMT is intended to increase joint cooperation and develop an active employee involvement process. These efforts shall not interfere with any provisions of this agreement nor circumvent the grievance procedure, nor interfere with management's rights, but it is a goal of the LMT to avoid circumstances or practices which could give rise to a claim by either party that the provisions of this agreement were not adhered to and to create an atmosphere of cooperation so as to minimize events leading to grievances.

                            The LMT may have various divisions or advisory groups as mutually agreed and may meet jointly with LMTs formed in other divisions and with other unions of the Company.

                           The objectives of the LMT will also focus on increasing customer service and satisfaction, more effective methods of operation, enhancing employee morale and creating and assuring full and open communication among employees and the Company. The LMT will analyze and solve identified problems and participate and support in the implementation of agreed solutions. The LMT will also investigate and recommend actions to the Company and Union to increase employee involvement and responsibility in the areas of production, production teams, and quality control.

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ARTICLE 22

 Safety Measures

                            22.1    Suction Devices

                            The Company shall maintain its plants with suction equipment as described below:

                             (a)     All bankers using pneumatic tools and surface machines shall be equipped with suction devices.

                             (b)    Every employee cutting granite shall be provided with an adequate suction device.  No granite shall be cut unless this requirement has been met.

                             (c)     All emery wheels, in the blacksmith's shop and plant, shall have suitable safety and suction devices.  All rounding of edges and other operations, with a pneumatic or electric machine, shall only be done with the added use of a suction device.

                             (d)     All sandblast rooms shall be equipped with suitable suction devices so that they shall be in a dustless condition, both inside and outside.    

                             (e)      All suction equipment shall be of the vacuum type complete with adequate dust arrestors, which will filter the air before discharge into the atmosphere.

                             (f)       All surface cutting machines in the cutting section of the plant shall be equipped with proper suction devices and shall immediately cease operations when a breakdown in the air suction or other devices occurs or when such air suction or other attachments become defective. Workers must, at all times, be amply protected from chips, grit or water from any machine. Proper screens, butty‑boards or any other suitable method must be furnished and used. Bumpers must not be used.

                            (g)      The Engineer for the Department of Labor and Industry for the State of Vermont shall confer with the Company and the Business Agent concerning the proper function of all suction equipment in granite plants.

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                            22.2       Safety Glasses

                            The Company shall provide safety glasses for its employees, upon the request of such employees. If an employee needs prescription safety glasses, he or she shall pay for his own eye examination and shall furnish the prescription to the Company. The Company shall then provide such prescription glasses at no additional cost to the employee. Broken safety glasses shall be replaced by the Company on a reasonable basis.

                              22.3     Plant Heat

                              Cutting plants and air for pneumatic machines is to be heated to at least sixty (60) degrees.  Hot water must also be provided.  If the Union initiates a grievance for the Company's failure to heat the plant to 60 degrees, the arbitrator is authorized to impose a penalty of two (2) hours' pay for time lost due to lack of heat.  The arbitrator shall be authorized to impose a penalty of up to four (4) hours' pay in situations where the Company has been found to have repeatedly failed to heat the plant as required under this Section and if the arbitrator finds that the circumstances of such violations warrant an additional penalty.

                              22.4     Miscellaneous

                              (a)        No employee shall be permitted to operate automatic and manual sandblast at the same time, except under conditions mutually agreeable to the union and the Company.

                              (b)        In turning down grindstones, water in sufficient quantities or other suitable devices must be used at all times to keep down the dust.

                              (c)        Toilets connected with running water must be furnished in every plant and must be always kept in sanitary conditions, thoroughly boxed in and ventilated so as to eliminate all odors in conformity with health laws.

                             (d)         Drinking water with sanitary bubblers must be furnished in every plant.

                             (e)         A device to give ample warning when stones are being carried through the plant will be used with the operation of each traveling crane.

                            (f)          The Company shall, at its expense, replace chalk and chalk lines, pencils and sandblast knives, tapes, rulers, handles, aprons, rubbers and similar equipment on a reasonable basis.  The Company shall make safety footwear (steel toe) available to requesting employees from the Company supply room.  For each requesting employee, the Company will contribute once a year to defray the costs of safety footwear (i.e., steel toe).  The Company shall pay the full cost of the safety footwear, up to a maximum of seventy-five ($75.00) dollars.    Subject to the advance approval of the Company, boots worn out on the job may be replaced with prior approval.  All Union employees shall wear safety footwear (steel toe) while on the job.

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                           22.5     Consultation and Enforcement    The Company will confer with the Union regarding safety and other rules and regulations affecting the health, safety and comfort of the employees. The parties agree to cooperate with each other in enforcing safety rules and practices in an effort to reduce hazards and insure safe working conditions.                                

ARTICLE 23

New Machinery

                           23.1     The Company and the Union agree that, for the best interest of the employees, the Company and the community as a whole, they favor and will encourage the progress and growth of the Granite Industry in Vermont. The Company has the right to introduce new machinery into the plant, and the assignment of an operator to new machinery will be made on a reasonable basis with appropriate consideration for safety, workload, existing practices, and operational requirements including production efficiency and flexibility.

                           The Company agrees that, in the operation of granite working machinery, the present jurisdiction of the union will be preserved.  The Company further agrees that employees covered by the agreement shall be given reasonable opportunity to become proficient with new granite working machinery.  It is understood that the employees of a manufacturer displaced because of the introduction of new machinery into the plant shall be given such first opportunity.

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ARTICLE 24

Apprentice Training Program

                           24.1     The Program

                           The Apprentice Training Program for Granite Cutters, Polishers, Tool Sharpeners and Draftspersons, as developed and approved by the Barre District Granite Manufacturers and the Unions, shall govern the training of apprentices.  No provision in the Apprentice Training Program of the Granite Cutters, Polishers, Tool Sharpeners and Draftspersons shall operate in violation of any provisions of this agreement.    

                          24.2       Records

                          (a)         The Company shall keep a record of all apprentices in their employ. Records shall show full name, date of employment; trade; social security number; age; and date of leaving.  Records shall be open to inspection by the Business Agent of the Union.

                          (b)         Within thirty (30) calendar days of employment, the Company agrees to supply the Business Agent with names of each apprentice employed, the date of employment, the trade, the apprentice's social security number and age. The Company also must state if the apprentice comes within the quota as per this Agreement.

                          24.3        Job Training Partnership Act

                          The Union agrees to give the necessary approval and to join with the Company in any future applications for funds under the Job Training Partnership Act, subject to the understanding that the Union may withhold such approval in the event of a substantial change in the present employment situation in the industry.

                          24.4      Apprentices shall not replace a journeyman and unemployed journeymen who apply for an apprenticeship position shall be given first consideration for employment.

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ARTICLE 25

Leaves of Absence

                          25.1      Unpaid leaves of absence may be taken only with prior written approval of the Company, and copies of same shall be given to the Union. Applicable federal and state statutes governing family and medical leave shall apply to any leaves which were within their purview.

                          25.2       Any employee newly hired to perform the work of an employee on leave of absence will be notified by the Company that continued employment is temporary.

                          25.3       Any person holding office in the Union as a full-time Business Agent shall accrue seniority in his or her former position while holding such office for a period of three years. Any such Union officer can accrue additional seniority, up to a maximum of six years, that is equal to the officer's length of service with the Company. If the Union officer does not return to employment with the Company during the period that he or she or she is accruing seniority under this paragraph, then the officer shall forfeit that seniority.

                          Upon completion of his or her Union service, a Union officer may exercise any accrued seniority rights to return to employment within his or her former trade. Any Union officer who wishes to return to service with the Company after the expiration of his or her seniority rights shall have first preference for the first available opening in the Company within the officer's trade for which the officer is qualified.

                         Any Union employee who is assigned to a management position shall accrue seniority in his or her former position for a period of three years. If such person does not return to his or her position as a Union employee within three years, such seniority shall be forfeited.  During the three year period provided by this paragraph, such person may exercise any accrued seniority rights to return to a Union position within his or her former trade.

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ARTICLE 26

 Probationary Period

                               26.1       There shall be a probationary period of thirty (30) calendar days for journeymen and sixty (60) calendar days for apprentices with a right to extend such probationary periods by mutual agreement. The probationary period for a journeyman who is a new hire, and is changing trades to a new trade, shall be sixty days. A discharge during the probationary period shall not be subject to the grievance or arbitration provisions of this agreement. Upon completion of the probationary period, the employee's seniority date shall be retroactive to his most recent date of hire.

ARTICLE 27

New Employees

                               27.1        In the event of a permanent vacancy which the Company intends to fill with a journeyman, the Company will call or otherwise notify the Union in advance and will consider the names of any journeymen submitted by the Union.  In the event of any permanent vacancy within the Company, the Company will make a reasonable effort under the circumstances, subject to the Company's need to fill the position promptly, to post the vacancy within the Company. Nothing herein will require the employer to interview or hire any applicant.

 ARTICLE 28

 Subcontracting

                                The Company will subcontract bargaining unit work only if its plant lacks the physical capacity or human resources to accommodate the work and not to avoid the terms of this contract; provided, however, that the Company may subcontract work to other entities that employ GCA members to perform the work that is subcontracted.The Company will notify the Union in advance of an intent to subcontract bargaining unit work which will result in (or prolong) either layoffs or a reduction in the work week below forty hours; and, upon request, will bargain with the Union about the decision and its impact upon the employees.

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ARTICLE 29

 Accidents

                            A workman must report any accident or defect in any stone immediately on discovering it; otherwise he or she shall be subject to appropriate disciplinary action. Sufficient room at all times must be given to granite cutters and other workers. If an employee is injured on the job and formal notice (i.e., the employer's first report of injury) is provided to the State of Vermont, a copy of the written notice will be provided to the union business agent.

GRANITE CUTTERS' PROVISIONS

 ARTICLE 1

Jurisdiction

                           It is mutually agreed that the Union shall have jurisdiction over the following job functions involved in the Company's plant operations: drilling (including paper rolls and saw blocks at the plants), cutting, lettering, finishing, surface plate finishing, carbo sawing, sandblasting, carving, etching, planing, lathe operating, channeling for crosses or any similar work building or monumental, polishing (whether by hand or machine), sawing (of rough blocks into slabs, dies, etc.), bedsetting, plastering, pinning up, steeling and grinding of granite; tool sharpening (by hand or machine) of all hand tools used in the plants; and drafting including layouts, tracings, patterns and making shop cards requiring drafting. All employees will be classified by the above job functions for purposes of the provisions on layoff in Article 12. The Union and Company agree that employees covered by this agreement may be assigned to any other job functions within the jurisdiction of the Union as may be necessary to assure available work is completed in a timely and efficient manner.

ARTICLE 2

Apprentice ‑ Journeyman

                            Apprentices must work a period of two years to achieve the status of journeymen.

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ARTICLE 3

Apprentice Quotas

                           The apprentice quota for all positions except draftspersons, lathe operators and sawyers shall be:  1 for 2,  2 for 5 ,  3 for 8,  4 for 11, 5 for 14,  6 for 17. One apprentice lathe operator is allowed for each two lathes operated. One apprentice sawyer shall be allowed to every two sawyers. One apprentice draftsperson for one journeyman draftsperson and two apprentice draftspersons for three journeyman draftspersons shall be allowed, but owners, partners and office managers shall not be considered journeymen.

ARTICLE 4

                             4.1     All employees covered by this contract shall not disclose any confidential information obtained from contracts worked in any office.    All custom drafting done outside of a regular eight (8) hour day shall be charged at the rate of time and one‑half plus ten percent (10%) extra for materials used. All custom work to be governed by the Business Agent.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement effective April 26, 2003.

FOR GRANITE CUTTERS' ASSOCIATION

Matthew Peake, Business Agent

Leonard Hutchinson, Commiteeman

Harold Wood, Committeeman

ROCK OF AGES CORPORATION

Robert Pope, Chief Negotiator

Donald Labonte, President, Manufacturing Division

John Rose, Operations Manager, Manufacturing Division

Paul Hutchins, Director of Administration

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MANUFACTURING DIVISION
CALENDAR OF HOLIDAY OBSERVANCES
DURING 2003 - 2006 CONTRACT

2003
Memorial Day	May 26	Monday
Independence Day	July 4	Friday
Labor Day	September 1	Monday
Employee Appreciation Day	September 2	Tuesday
Veterans Day	November 17	Monday
Thanksgiving Day	November 27	Thursday
Day After Thanksgiving	November 28	Friday
Christmas Day	December 25	Thursday
2004
New Years Day	January 1	Thursday
Day Before Town Meeting	March 1	Monday
Town Meeting Day	March 2	Tuesday
Memorial Day	May 31	Monday
Independence Day	July 4 (Sun)	Monday 5th
Labor Day	September 6	Monday
Employee Appreciation Day	September 7	Tuesday
Veterans Day	November 15	Monday
Thanksgiving Day	November 25	Thursday
Day After Thanksgiving	November 26	Friday
2005
New Years Day	January 1 (Sat)	Friday Dec. 31st
Day Before Town Meeting	March 7	Monday
Town Meeting Day	March 8	Tuesday
Memorial Day	May 30	Monday
Independence	July 4	Monday
Labor Day	September 5	Monday
Employee Appreciation Day	September 6	Tuesday
Veterans Day	November 14	Monday
Thanksgiving Day	November 24	Thursday
Day After Thanksgiving	November 25	Friday
Christmas Day	December 25 (Sun)	Monday 26th
2006
New Years Day	January 1 (Sun)	Monday 2nd
Day Before Town Meeting Day	March 6	Monday
Town Meeting Day	March 7	Tuesday

EXHIBIT 10.4

Granite Cutters' Association
107 N. Main Street
Barre, Vermont 05641

April 26, 2003

Robert Pope, Vice President
Rock of Ages Corp.
PO Box 482
Barre, Vt. 05641-0482

SIDE LETTER AGREEMENT

Gentlemen:

The terms and conditions of the collective bargaining agreement between the Granite Cutters' Association and the Rock of Ages Corporation are hereby modified by this side letter agreement, dated as of April 26, 2003.

Seniority

Article 13.2 provides that there shall be a single seniority roster for all GCA employees of this Company. To implement this provision, we have agreed that the existing seniority lists for all four entities involved in a merger with the Company (i.e., Anderson-Friberg, Lawson Granite, Rock of Ages and Associated Saw Plant) as of January 1, 1996, shall be merged into a single seniority list. The date of hire with each of the four entities involved in this transaction shall be used to measure seniority on the merged seniority list.If an employee has continuous service with two or more of the entities involved in that merger, all of that continuous service shall be counted in calculating seniority.

Article 13.1 provides that layoff and recall shall be on the basis of seniority, subject to ability. We agree that if there is a short-term layoff (meaning no more than two consecutive weeks or a total of four weeks in a single calendar year) in any of the Rock of Ages plants, that the seniority roster within the affected plant shall be used to implement the layoff. For such short-term layoffs, affected employees will not have the right to bump employees in another plant. If the layoff is of any greater duration, then the Company-wide seniority list, which shall be merged as provided in this Letter, shall control the layoffs.

Article 7.4(d) grants employees additional vacation based upon length of service with the Company. We agree that continuous service with any of the four entities involved in the merger shall be included in calculating eligibility for this benefit. Thus, for example, an employee with 25 years of service with Lawson Granite shall be entitled to the four weeks of vacation. If an employee has 10 years of continuous service with Lawson Granite, immediately followed by 15 years of continuous service with Rock of Ages or Anderson-Friberg, that employee would also qualify for this additional vacation.

Article 5.2 addresses overtime. The company shall offer overtime on the basis of seniority within the category of work in each plant, subject to ability and experience on the particular job, as provided in Article 5.2. Employees cannot use seniority to claim a right to overtime offered in another plant.

Work Rules

The Union will not seek to assert Section 22.4(a) of the collective bargaining agreement and/or the Memorandum dated August 22, 1979, with respect to operations covered by such documents unless the Union believes in good faith that such operations would be unsafe or would constitute an unreasonable workload on any employee. In any such situation,, the Union will provide the Company with a written statement setting forth its specific objections regarding safety and workload issues. If the Company and the Union are unable to resolve the issue, either party may submit it directly to arbitration under the arbitration provisions of the collective bargaining agreement.

Sympathy Strikes--Picket Lines

The union agrees that it will not call or condone a strike against employer's signatory to this agreement in sympathy with a GCA union strike at the signators to a multi-employer agreement with the Barre Granite Association ("downtown employers") or Swenson Granite, Hillside Granite, or International Stone Products ("other companies").

Nothing contained in this agreement shall prevent members of the GCA from honoring a primary picket line, and they shall suffer no disability as a result of so doing. However, the GCA shall not permit its members to establish a picket line at Rock of Ages as a result of a strike against downtown employers or other companies. Nothing contained in this agreement shall prevent members of the GCA from refusing to perform "struck work" (i.e., work that has been subcontracted to Rock of Ages from the downtown employers or other companies during any union strike against the downtown employers or other companies, or work that has been transferred to Rock of Ages in Barre from affiliates who are the subject of any union strike), and they shall suffer no disability as a result of so doing.

In the event that the union calls or condones a strike against Rock of Ages in sympathy with a Granite Cutters' Association union strike at the downtown employers or other companies, Rock of Ages may by-pass the grievance and arbitration provisions of this agreement, and seek an immediate injunction or other relief from the courts.

Extension of Apprentice Period

If the Company neglects to request an extension in the first sixty days of the apprentice period, there shall be an additional thirty day period in which the Company can request an extension of the apprentice period from the union. The Union shall not unreasonably withhold approval of a request for an extension.

Second Shift

The Company may desire to implement a change in the shifts, work schedules, additional compensation, or related concerns on the second shift which would require changes in the Contract. During the term of this Contract, the parties agree to negotiate and bargain in good faith on this subject.

Worker Compensation

The Company shall provide coverage for employees who are paid worker compensation benefits for the time period that is not covered by worker compensation. The Company may, in its sole discretion, withdraw this benefit if the Company determines that it is being abused.

Jib Cranes

The GCA supports the use of jib cranes, car systems, and similar handling systems that do not fundamentally infringe upon the respective jurisdiction of the two unions. The GCA will work with management to reasonably accommodate the use of such devices by its members where appropriate.

This side letter agreement shall be in effect for the balance of the collective bargaining agreement, which is scheduled to expire on April 28, 2006.

Dated at _____________, Vermont, this ____ day of __________________, 2003.

GRANITE CUTTERS ASSOCIATION

BY:
	Matthew Peake, Business Agent

Dated at ____________, Vermont, this ____ day of ___________________, 2003.

ROCK OF AGES CORPORATION

BY:
	Robert Pope Chief Negotiator

BY:
	Donald Labonte President, Manufacturing Division

EXHIBIT 10.5

THE CIT GROUP/BUSINESS CREDIT, INC.
1211 Avenue of the Americas
New York, New York 10036

November 11, 2003

Rock of Ages Corporation
772 Graniteville Road
Barre, Vermont 05654

Attention:      Mr. Kurt M. Swenson
                    Chief Executive Officer

RE:     Sixth Amendment and Waiver

Gentlemen:

We refer to the Financing Agreement, dated as of December 17, 1997 (as amended, the "Financing Agreement"), among Rock of Ages Corporation, Rock of Ages Kentucky Cemeteries, LLC, Carolina Quarries, Inc., Autumn Rose Quarries, Inc., Pennsylvania Granite Corp., Keith Monument Company LLC, Rock of Ages Memorials, Inc. and Sioux Falls Monument Co. (collectively, the "Companies"), the lenders party thereto (collectively, the "Lenders"), and The CIT Group/Business Credit, Inc., as agent for the Lenders (in such capacity, the "Agent"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Financing Agreement.

1.   Waiver.  You have notified us that the Operating Cash Flow Ratio of the Companies for the fiscal quarter ending in September 2003 was (3.86) to 1. The failure of the Companies to have maintained an Operating Cash Flow Ratio of at least 1.25 to 1 constitutes a violation of Subparagraph 14 of Section 7 of the Financing Agreement and an Event of Default under Subparagraph 1(f) of the Financing Agreement (the "Designated Default").

The Lenders hereby waive the Designated Default as an Event of Default. Nothing herein shall constitute a waiver by the Agent or any Lender of any other Default or Event of Default, whether or not the Agent or any Lender has any knowledge thereof, nor shall anything herein be deemed a waiver by the Agent or any Lender of any Default or Event of Default which may occur after the date hereof.

2.   Amendment.   The Companies, the Lenders and the Agent hereby agree that, effective as of October 1, 2003: (a) each Applicable Fee Percentage set forth in the definition of the term "Applicable Fee Percentage" in the Financing Agreement shall be increased by .25%; and each Applicable Increment set forth in the definition of the term "Applicable Increment" in the Financing Agreement shall be increased by .25%.

By signing below, each of the Companies hereby represents and warrants that: (a) all of the representations and warranties set forth in the Financing Agreement (except for such representations and warranties that were only required to be true and correct as of a prior date) are true and correct in all material respects on the date hereof; and (b) no Default or Event of Default (other than the Designated Default) has occurred and is continuing on the date hereof.

The waiver of the Designated Default contained herein shall become effective upon our receipt of one or more counterparts of this letter signed by all of the Companies and the other Lender.

Except as herein expressly amended, the Financing Agreement and all other agreements, documents, instruments and certificates executed in connection therewith (collectively, the "Loan Documents") are hereby ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms. All references to the Financing Agreement in the Financing Agreement and the other Loan Documents shall mean the Financing Agreement as amended hereby.

This letter agreement shall be governed by and construed in accordance with the laws of the State of New York.

Please sign below to indicate your agreement to the term hereof.

	Very truly yours, THE CIT GROUP/BUSINESS CREDIT, INC.     as Lender and Agent By:/s/John Thomas                            Name:  John Thomas Title:     Assistant Vice President
Agreed to by:
ROCK OF AGES CORPORATION By: /s/ Kurt M. Swenson                                Name:  Kurt M. Swenson Title:    Chairman and Chief Executive Officer
ROCK OF AGES KENTUCKY CEMETERIES, LLC By:/s/ Kurt M. Swenson                                   Name:   Kurt M. Swenson Title:      Chairman and Chief Executive Officer

CAROLINA QUARRIES, INC.

By: /s/ Kurt M. Swenson                                
Name:   Kurt M. Swenson
Title:     Chairman and Chief Executive Officer

AUTUMN ROSE QUARRIES, INC.

By: /s/ Kurt M. Swenson                                
Name:   Kurt M. Swenson
Title:     Chairman and Chief Executive Officer

PENNSYLVANIA GRANITE CORP.

By: /s/ Kurt M. Swenson                                
Name:   Kurt M. Swenson
Title:     Chairman and Chief Executive Officer

KEITH MONUMENT COMPANY LLC

By: /s/ Kurt M. Swenson                                
Name:   Kurt M. Swenson
Title:     Chairman and Chief Executive Officer

ROCK OF AGES MEMORIALS INC.

By: /s/ Kurt M. Swenson                                 
Name:   Kurt M. Swenson
Title:     Chairman and Chief Executive Officer

SIOUX FALLS MONUMENT CO.

By: /s/ Kurt M. Swenson                                 
Name:   Kurt M. Swenson
Title:     Chairman and Chief Executive Officer

FLEET NATIONAL BANK,
    as a Lender

By: /s/ Michael Palmer                                    
Name:   Michael A. Palmer
Title:      Senior Vice President

EX-31

EXHIBIT 31.1

CERTIFICATION
OF CHIEF EXECUTIVE OFFICER

I, Kurt M. Swenson, Chief Executive Officer of Rock of Ages Corporation, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Rock of Ages Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	[Paragraph omitted in accordance with SEC transition instructions]
	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 13, 2003  /s/Kurt M. Swenson
    Kurt M. Swenson
    Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION
OF CHIEF FINANCIAL OFFICER

I, Douglas S. Goldsmith, Chief Financial Officer of Rock of Ages Corporation, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Rock of Ages Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	[Paragraph omitted in accordance with SEC transition instructions]
	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 13, 2003  /s/Douglas S. Goldsmith
    Douglas S. Goldsmith
    Chief Financial Officer

EX-32

EXHIBIT 32.1

Certification of the Chief Executive Officer Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Rock of Ages Corporation (the "Company") for the quarterly period ended September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Kurt M. Swenson, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Kurt M. Swenson

Name: Kurt M. Swenson
Title: Chief Executive Officer
Date: November 13, 2003

A signed original of this written statement required by Section 906, or other document authenticating , acknowledging or otherwise adopting the signature that appears in typed form with the electronic version of this written statement required by Section 906,  has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EXHIBIT 32.2

Certification of the Chief Financial Officer Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Rock of Ages Corporation (the "Company") for the quarterly period ended September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Douglas S. Goldsmith, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Douglas S. Goldsmith

Name: Douglas S. Goldsmith
Title: Chief Financial Officer
Date: November 13, 2003

 A signed original of this written statement required by Section 906, or other document authenticating , acknowledging or otherwise adopting the signature that appears in typed form with the electronic version of this written statement required by Section 906,  has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.