UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): March 22, 2005

ROCK OF AGES CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation) 0-29464
(Commission File Number) 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

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

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

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

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

ROCK OF AGES CORPORATION

 FORM 8-K

Item 1.01	Entry into a Material Definitive Agreement
	On March 21, 2005, the Company signed a letter from its lenders, the CIT Group, Business Credit and Chittenden Trust Company (the "Waiver Letter"), pursuant to which CIT and Chittenden waived compliance with certain financial covenants contained in the Financing Agreement dated December 17, 1997, as amended, and modified those covenants for 2005. In relevant part, the Waiver Letter amends the Minimum Operating Cash Flow Ratio (as that term is defined in the Financing Agreement) for 2005, and allows the Company to exclude certain expenses incurred or to be incurred in the calculation of the Minimum Operating Cash Flow Ratio for 2005. The foregoing description of the Waiver Letter is qualified in its entirety by reference to the Waiver Letter attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 9.01	Financial Statements and Exhibits
	Exhibit Number	Description
	10.1	Waiver letter dated March 21, 2005

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ROCK OF AGES CORPORATION

 FORM 8-K

     Pursuant to the requirements of the Securities and 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: March 21, 2005	By: /s/ Michael Tule        Michael B. Tule        Vice President/General Counsel

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Exhibit Index

Number	Description
10.1	Waiver letter dated March 21, 2005

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