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 Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2008 (October 30, 2008)

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

Delaware	0-29464	03-0153200
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

560 Graniteville Road, Graniteville Vermont	05654
(Address of Principal Executive Offices)	(Zip Code)

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

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the 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 2.02 Results of Operations and Financial Condition

On October 30, 2008, Rock of Ages issued a press release regarding its results of operations for the quarter ended September 27, 2008. A copy of the press release is included as Exhibit 99.1 to this Report.

Item 9.01 Financial Statements and Exhibits
Exhibit Number	Description
99.1	Press Release dated October 30, 2008

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 30, 2008	By:	/s/ Laura A. Plude
		Laura A. Plude Vice President/CFO

Exhibit Index
 

Number	Description
99.1	Press Release dated October 30, 2008

EX-99.1

Rock of Ages FOR IMMEDIATE RELEASE Company Contacts:  Laura Plude  Chief Financial Officer  802‑476‑2208  www.rockofages.com   Kurt Swenson Chairman (603) 225-8397

Rock of Ages Third Quarter Net Income From Continuing Operations

Increased 262% to $0.41 Per Share Versus $0.11 Per Share As Revenue Increased 24%

Nine Month Net Income From Continuing Operations Increased to $0.08 Per Share Versus A Loss of $0.15 Per Share

BARRE, VERMONT, October 30, 2008 . . . Rock of Ages Corporation (NASDAQ:ROAC) today announced operating results for the third quarter of 2008, highlighted by a 262% increase in net income from continuing operations to $3,059,000, or $0.41 per diluted share, compared to $845,000, or $0.11 per share, for the third quarter of 2007.  Revenue from continuing operations increased 24% for this year's third quarter to $16,593,000 compared to $13,357,000 for the same period a year earlier.

"Gross profit in our quarries rose 26% to $3,411,000 compared to $2,706,000 and gross profit margin increased by four full percentage points to 40% for the third quarter of 2008 compared to the third quarter of 2007, as we began to reap the benefits we anticipated from our investments in new diamond wire saw technology and other production improvements we implemented earlier this year," said Chief Executive Officer Donald Labonte.  "Demand for our granites remains strong, and we are optimistic about the outlook for our quarries in the fourth quarter."

Rock of Ages' manufacturing division reported a 36% increase in revenue for this year's third quarter compared to last year, primarily driven by sales to the Company's formerly owned retail outlets which are now included in manufacturing revenue.  Gross profit increased 28% to $2,523,000 compared to $1,966,000, while gross margin decreased to 31% from 33% because fewer high-margin mausoleums were sold this year than last.  "We believe that uncertainty in the financial markets led to the postponement of mausoleum orders from several pre-need customers," Labonte said.

Unallocated corporate overhead and interest expense each decreased 33% for the third quarter of 2008 compared to last year's third quarter.  "We are on track to meet our previously disclosed targets for unallocated corporate overhead of approximately $3,800,000 and interest expense of approximately $1,400,000 million for 2008.  So far this year, we have reduced total debt by approximately $6 million, and we anticipate a further reduction in the fourth quarter," Labonte added.

"While slower mausoleum sales will likely result in lower operating income in the manufacturing division for 2008 versus 2007, we continue to believe the strong performance of the quarrying division means that divisional operating income from continuing operations for 2008 will exceed 2007.  In addition, as a result of sharply reduced overhead and interest expense, we expect to report much improved income from continuing operations for 2008 as compared to 2007," Labonte concluded.

Third Quarter Results

For the three months ended September 27, 2008, net revenue increased 24% to $16,593,000 compared to $13,357,000 for the third quarter of 2007. Gross profit for this year's third quarter increased 27% to $5,934,000 compared to $4,672,000 a year earlier.  Quarry gross profit increased to $3,411,000 compared to $2,706,000 for the third quarter of 2007, and manufacturing gross profit increased to $2,523,000 from $1,966,000.

(more)

Rock of Ages Third Quarter Net Income From Continuing Operations Increased 262% to $0.41 Per Share

October 29, 2008

Page Two

SG&A expense decreased 16% to $1,549,000 for the third quarter of 2008 compared to $1,840,000 for the third quarter of 2007.  Total divisional operating income increased to $4,385,000 for this year's third quarter compared to $2,832,000 for the third quarter of 2007.

Unallocated corporate overhead decreased 33% to $822,000 for the third quarter of 2008 compared to $1,229,000 the previous year.  Interest expense allocated to continuing operations also decreased 33% to $337,000 from $506,000 last year. Income from continuing operations was $3,059,000, or $0.41 per diluted share, for the third quarter of 2008.  This compares to income from continuing operations of $845,000, or $0.11 per diluted share, for the third quarter of 2007.

Net income increased to $3,059,000, or $0.41 per diluted share, for the third quarter of 2008.  This compares to net income of $1,541,000, or $0.20 per diluted share, for the third quarter of 2007, which included income from the Company's discontinued retail operations of $696,000, or $0.09 per diluted share.

Nine Months Results

For the nine months ended September 27, 2008, net revenue increased 4% to $39,309,000 compared to $37,754,000 for the first nine months of 2007.  Gross profit was essentially unchanged at $9,574,000.

Total SG&A expenses decreased 9% to $4,806,000 for the first nine months of 2008 compared to $5,276,000 for the same period of 2007.  Unallocated corporate overhead decreased 20% to $2,998,000 from $3,750,000.  Interest expense decreased 30% to $1,046,000 compared to $1,489,000 for the first nine months of last year.

Income from continuing operations for the first nine months of 2008 was $623,000, or $0.08 per share, compared to a loss from continuing operations of $1,073,000, or $0.15 per share, for the same period in 2007. The net income for the first nine months of 2008 was $481,000, or $0.06 per share, which included a loss from discontinued operations of $142,000, or $0.02 per share.  The net loss for the first nine months of 2007 was $1,069,000, or $0.15 per share, which included discontinued operations that were basically break even.

About Rock of Ages

Rock of Ages (www.rockofages.com) is the largest integrated granite quarrier and manufacturer 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 challenge of successfully implementing our strategic plan intended to enhance our overall profitability; unanticipated overhead or other expenses; changes in demand for our products due to general economic 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 Annual Report on Form 10-K for the year ended December 31, 2007. 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.

(tables attached)

ROCK OF AGES CORPORATION
Consolidated Statements of Operations
(In thousands, except per share data) (Unaudited)
			Three Months Ended		Nine Months Ended
			Sep. 27,	Sep. 29,	Sep. 27,	Sep. 29,
			2008	2007	2008	2007
Net revenue
	Quarry		$   8,537	$   7,437	$ 18,766	$ 19,109
	Manufacturing		8,056	5,920	20,543	18,645
		Total net revenue	16,593	13,357	39,309	37,754
Gross profit
	Quarry		3,411	2,706	4,076	3,538
	Manufacturing		2,523	1,966	5,498	6,048
		Total gross profit	5,934	4,672	9,574	9,586
Selling, general and administrative expenses
	Quarry		523	739	1,747	2,234
	Manufacturing		1,026	1,101	3,059	3,042
		Total SG&A expenses	1,549	1,840	4,806	5,276
Divisional operating income
	Quarry		2,888	1,967	2,329	1,304
	Manufacturing		1,497	865	2,439	3,006
		Total divisional operating income	4,385	2,832	4,768	4,310
Unallocated corporate overhead			822	1,229	2,998	3,750
Insurance recovery - quarry asset			--	--	--	(212)
Foreign exchange loss			--	37	--	37
Other income, net			(56)	(49)	(179)	(138)
	Income from continuing operations before interest and taxes		3,619	1,615	1,949	873
Interest expense, net			337	506	1,046	1,489
	Income (loss) from continuing operations before income taxes		3,282	1,109	903	(616)
Income tax expense			223	264	280	457
	Income (loss) from continuing operations		3,059	845	623	(1,073)
	Income (loss) from discontinued operations		--	696	(142)	4
		Net income (loss)	$   3,059	$   1,541	$     481	$ (1,069)
Net income (loss) per share - basic and diluted:
	Income (loss) from continuing operations		$     0.41	$     0.11	$    0.08	$   (0.15)
	Income (loss) from discontinued operations		--	0.09	(0.02)	0.00
		Net income (loss) per share - basic and diluted	$     0.41	$     0.20	$    0.06	$   (0.15)
Weighted average common shares outstanding
	Basic and diluted		7,416	7,399	7,416	7,399

ROCK OF AGES CORPORATION
Consolidated Balance Sheets
(in thousands, except per share amounts)(Unaudited)
			Sep. 27,	Dec. 31,
Assets			2008	2007
Current assets:
	Cash and cash equivalents		$     1,068	$     1,961
	Trade receivables, net		11,786	11,713
	Inventories		22,773	21,680
	Other current assets		1,690	1,867
	Assets of discontinued operations		--	14,266
		Total current assets	37,317	51,487
	Property, plant and equipment, net		33,047	31,786
	Cash surrender value of life insurance		128	186
	Intangibles, net		650	383
	Goodwill		387	387
	Long term investments		87	242
	Other		273	174
		Total assets	$   71,889	$   84,645
Liabilities and Stockholders' Equity
Current liabilities:
	Borrowings under line of credit		$     9,506	$   10,498
	Current installments of long-term debt		41	5,191
	Current installments of retirement benefits		569	584
	Trade payables		1,679	1,794
	Accrued expenses		2,734	2,303
	Customer deposits		540	747
	Liabilities of discontinued operations		--	6,748
		Total current liabilities	15,069	27,865
	Long-term debt, excluding current installments		14,644	14,158
	Salary continuation		5,419	5,531
	Accrued pension cost		3,207	3,668
	Other		3,074	2,897
	Deferred tax liability		53	55
		Total liabilities	41,466	54,174
Stockholders' equity:
	Preferred stock - 0.01 par value; authorized
	2,500,000 shares; issued and outstanding no shares
	Common stock Class A, 0.01 par value; authorized 30,000,000		--	--
	shares; 4,812,342 and 4,677,467 shares issued and outstanding
	as of September 27, 2008 and December 31, 2007, respectively		48	47
	Common stock Class B, 0.01 par value; authorized 15,000,000
	shares; 2,603,721 and 2,738,596 shares issued and outstanding
	as of September 27, 2008 and December 31, 2007, respectively		26	27
	Additional paid-in capital		65,674	65,657
	Accumulated deficit		(32,871)	(33,352)
	Accumulated other comprehensive loss		(2,454)	(1,908)
		Total stockholders' equity	30,423	30,471
		Total liabilities and stockholders' equity	$   71,889	$   84,645