8-K

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): October 31, 2005 (October 27, 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 October 27, 2005, the Company accelerated the vesting of certain unvested and "out of the money" stock options previously awarded to employees, officers and directors that had exercise prices in excess of $5.29, the closing price of the Company's Class A Common Stock on October 27, 2005, the effective date of the acceleration. Options to purchase 333,600 shares became exercisable immediately. These represent all of the total outstanding unvested option shares and approximately 60% of the total outstanding option shares. The weighted average exercise price of the accelerated options is $6.61 per share.
	In addition, in order to prevent unintended personal benefits to officers and directors, restrictions will be imposed on any shares received through the exercise of accelerated options held by those individuals. Those restrictions will prevent the sale of the shares received from the exercise of an accelerated option prior to the original vesting date of the option.
	The primary purpose of accelerating the vesting of these options is to reduce the Company's future reported compensation expense upon the planned adoption of Statement of Financial Accounting Standards (SFAS) No. 123R, "Share Based Payment" in the first quarter of 2006. As a result of the acceleration, the Company expects to reduce the stock option expense it otherwise would be required to record by approximately $473,000 in 2006, $318,000 in 2007, $203,000 in 2008, and $54,000 in 2009.
Item 7.01	Regulation FD Disclosure
	On October 28, 2005, the Company issued a press release to announce it would be reporting results for the third quarter ending October 1, 2005 on November 1, 2005, and a conference call has been scheduled for that morning at 11:00 EDT to discuss the Company's results. A copy of the press release is furnished (not filed) as Exhibit 99.1 to this Report.
Item 8.01	Other Events
	On October 28, 2005, the Company issued a press release announcing the acceleration of vesting described under Item 1.01 of this report on Form 8-K. A copy of the press release is attached as Exhibit 99.2.
Item 9.01	Financial Statements and Exhibits
	Exhibit Number	Description
	99.1	Press Release Announcing Earnings Release Date
	99.2	Press Release Announcing Acceleration of Options

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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: October 31, 2005	By: /s/Michael B. Tule        Michael B. Tule        Senior Vice President/General Counsel

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Exhibit Index

Number	Description
99.1	Press Release Announcing Earnings Release Date
99.2	Press Release Announcing Acceleration of Options

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EX-99

EXHIBIT 99.1

Rock of Ages Investor Contact:
Neil G Berkman
Berkman Associates
(310) 277-5162
info@BerkmanAssociates.com Company Contact:
Kurt Swenson
Chairman & CEO
(603) 225-8397
www.RockofAges.com

Rock of Ages Corporation

Third Quarter
Conference Call Invitation

Rock of Ages will report results for the Third Quarter ended September 30, 2005 on Tuesday, November 1, 2005, at approximately 7:30 a.m. EST. A conference call is scheduled that morning at 11:00 a.m. EST.

During the call, the Company will discuss results for the quarter and Rick Wrabel, the Chief Operating Officer of the Memorials Division, will provide an update on developments in that Division.

To participate, please dial in at least five minutes before the call begins.

SUBJECT	Third Quarter Results
CHAIRPERSON	Kurt Swenson, Chairman & CEO
DATE	Tuesday, November 1, 2005
TIME	11:00 a.m. EST
PHONE NUMBER	(212) 341-7084
RESERVATION #	21266406

A simultaneous webcast of the conference call will be available from the Audio Presentationslink at Www.RockofAges.com/investor. A replay will be available after 1:00 p.m. EST at this same Internet address. For a telephone replay, dial (800) 633-8284, reservation #21266406 after 1:00 p.m. EST.

Questions? Contact Berkman Associates:

(310) 277‑5162

or  info@BerkmanAssociates.com

EX-99

EXHIBIT 99.2

Rock of Ages FOR IMMEDIATE RELEASE Investor Contact:
Neil G Berkman
Berkman Associates
(310) 277-5162
info@BerkmanAssociates.com Company Contact:
Kurt Swenson
Chairman & CEO
(603) 225-8397
www.RockofAges.com  

Rock of Ages Accelerates Vesting
of Employee Stock Options

    CONCORD, NEW HAMPSHIRE, October 28, 2005 . . . Rock of Ages Corporation (NASDAQ/NMS:ROAC) announced today that the company has accelerated the vesting of unvested and "out of the money" stock options previously awarded to officers, directors and employees that had exercise prices greater than $5.29 per share, the closing price on October 27, 2005, which is the effective date of the acceleration.

    As a result of this action, options to purchase approximately 333,600 shares of Rock of Ages Class A Common Stock which would otherwise have vested over the next 48 months have become immediately exercisable. These represent all of the total outstanding unvested option shares and approximately 60% of the total outstanding option shares. The weighted average exercise price of the accelerated options is $6.61 per share and is not reduced or otherwise changed for any option holder by the accelerated vesting.

    In order to prevent unintended benefits to officers and directors, restrictions will be imposed on any shares received through the exercise of accelerated options by those individuals. Those restrictions will prevent the sale of any shares received from the exercise of an accelerated option prior to the original vesting date of the option.

    As a result of the accelerated vesting of out of the money stock options in advance of the effective date of Statement of Financial Accounting Standards (SFAS) No. 123R, the Company expects to reduce the stock option expense it otherwise would be required to record. The reduction in pre-tax expense is expected to be approximately $1.0 million. This consists of a $473,000 reduction in 2006, a $318,000 reduction in 2007, a $203,000 reduction in 2008 and a $54,000 reduction in 2009.

    "By reducing the company's reported compensation expense in future periods in light of new accounting regulations that will take effect in 2006, we believe that the acceleration is in the best interests of our stockholders," said Kurt Swenson, Chairman and CEO. "In addition, because the accelerated options are out of the money, with exercise prices in excess of current market values, they may not be fully achieving their original objectives of incentive compensation and employee retention. We believe the acceleration may have a positive effect on employee morale and retention."

About Rock of Ages

    Rock of Ages (www.RockofAges.com) is the largest integrated granite quarrier, manufacturer and retailer of finished granite memorials and granite blocks for memorial use in North America.

Forward-Looking Statements

This press release contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates and projections about our business or expected events based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual events, results or outcomes may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including the following: our ability to successfully execute our strategy to expand our business through acquisitions, opening new stores, maintaining our relationships with independent retailers, and forming and maintaining relationships with other death care professionals; changes in demand for the Company's product; product mix; the timing of customer orders and deliveries; the impact of competitive products and pricing; the success of the Company's branding programs; the excess or shortage of production capacity, difficulties encountered in the integration of acquired businesses; weather conditions; and other risks discussed from time to time in the Company's Securities and Exchange Commission filings and reports including, but not limited to, the risks discussed in the Company's Quarterly Report on Form 10-Q for the quarter ended July 2, 2005. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.