SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT UNDER

SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

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ELKCORP

(Name of Subject Company)

ELKCORP

(Name of Person Filing Statement)

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Common Stock, Par Value $1.00 Per Share

(Title of Class of Securities)

287456107

(CUSIP Number of Class of Securities)

David G. Sisler

Senior Vice President, General Counsel and Secretary

ElkCorp

14911 Quorum Drive, Suite 600

Dallas, Texas 75254

(972) 851-0500

(Name, address and telephone number of person authorized to receive

notices and communications on behalf of the person filing statement)

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WITH COPIES TO:

Mark Gordon, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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The purpose of this Amendment No. 2 (the “14D-9 Amendment”) is to amend and supplement Item 2, Item 3, Item 4, Item 8 and Item 9 in the Solicitation/Recommendation Statement (the “Statement”) on Schedule 14D-9 previously filed by ElkCorp, a Delaware corporation, on January 19, 2007, as amended on January 19, 2007, in respect of the tender offer commenced on January 18, 2007, by the Offeror, an affiliate of The Carlyle Group, and to add additional Exhibits and to revise the Exhibit Index accordingly.

Item 2.         Identity and Background of Filing Person.

Item 2 is hereby amended and supplemented by adding the following new paragraphs at the end thereof:

Amended Tender Offer. On January 22, 2007, the Offeror increased the consideration to be offered pursuant to the Tender Offer to $42.00 per Share, upon the terms and subject to the conditions set forth in the Supplement to the Offer to Purchase (the “Supplement”) contained in Amendment No. 1 to the Tender Offer Statement on Schedule TO, dated January 22, 2007 (the “Amended Schedule TO”) and in the related revised Letter of Transmittal (together, the “Amended Tender Offer”). The Amended Tender Offer is being made pursuant to the Merger Agreement as amended by the First Amendment thereto (the “Merger Agreement Amendment”), dated as of January 21, 2007 (the Merger Agreement as so amended, the “Amended Merger Agreement”), by and among the Company, the Offeror and Parent.

A copy of the Merger Agreement Amendment is attached hereto as Exhibit (e)(8) and is incorporated herein by reference in its entirety. A copy of the Supplement is attached hereto as Exhibit (a)(14) and is incorporated herein by reference in its entirety. The terms and conditions of the Amended Tender Offer, related procedures and withdrawal rights, and the description of the Amended Merger Agreement and related documents described and contained in Sections 1, 2, 3, 4, 11 and 14 of the Offer to Purchase, as amended and supplemented by the Supplement, are incorporated herein by reference. The revised Form of Letter of Transmittal is attached hereto as Exhibit (a)(15) and is incorporated herein by reference in its entirety.

Item 3.         Past Contracts, Transactions, Negotiations and Agreements.

Item 3(a) is hereby amended and supplemented by adding the following new paragraphs at the end thereof.

The Merger Agreement Amendment. The summary of the Merger Agreement Amendment and the descriptions of the terms and conditions of the Amended Tender Offer and related procedures and withdrawal rights contained in Sections 1, 2, 3, 4, 11 and 14 of the Offer to Purchase, as amended and supplemented by the Supplement, which is being filed as Exhibit (a)(14) to the Amended Schedule TO, are incorporated herein by reference. Such summary and descriptions are qualified in their entirety by reference to the Merger Agreement Amendment, which has been filed as Exhibit (e)(8) and is incorporated herein by reference.

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The portion of Item 3(b) under the subheading "Cash Consideration Payable Pursuant to the Tender Offer and the Merger Agreement" is hereby amended and restated in its entirety to read as follows:

Cash Consideration Payable Pursuant to the Amended Tender Offer and the Amended Merger Agreement. If the Company's directors and executive officers were to tender any Shares they own for purchase pursuant to the Amended Tender Offer, they would receive the same cash consideration per Share on the same terms and conditions as the other shareholders of the Company. As of January 21, 2007, the Company's directors and executive officers beneficially owned in the aggregate 460,753 Shares (excluding options to purchase Shares and unvested Shares of restricted stock). If the directors and executive officers were to tender all 460,753 Shares beneficially owned by them for purchase pursuant to the Amended Tender Offer and those Shares were accepted for purchase and purchased by the Offeror, the directors and officers would receive an aggregate of $19,351,626 in cash.

Under the terms of the Amended Merger Agreement, each option to purchase Shares granted under the employee and director stock plans of the Company, whether vested or unvested, that is outstanding immediately prior to the effective time of the Merger will, unless otherwise agreed upon by the holder, upon completion of the Merger, be cancelled and the holder of such option, including each director and executive officer, will receive an amount in cash equal to the product of (x) the excess, if any, of $42.00 over the exercise price per Share of such option multiplied by (y) the total number of Shares subject to such option. As of January 21, 2007, the Company's directors and executive officers held options to purchase 975,308 Shares in the aggregate, 793,532 of which were vested and exercisable as of that date, with exercise prices ranging from $11.3125 to $31.83 and an aggregate weighted exercise price of $24.32 per Share. Of the unvested options, all 18 1,776 would vest automatically upon a change of control of the Company, which will occur upon the completion of the Amended Tender Offer pursuant to the terms of the Company's equity award plans.

Pursuant to the terms of the Company's equity award plans, each restricted Share, including each such Share held by directors and executive officers, will vest in full upon the completion of the Amended Tender Offer. Under the terms of the Amended Merger Agreement, immediately prior to completion of the Merger, each restricted Share, including each such Share held by directors and executive officers, will be converted into the right to receive $42.00. In addition, pursuant to the terms of the Company's equity award plans, upon the completion of the Amended Tender Offer, each performance stock award based on Shares, including each such award held by executive officers, will be deemed to be earned at the maximum level set forth in the applicable award agreement, become fully vested and, except as otherwise elected by the holder thereof pursuant to a valid deferral election, be settled by the delivery of Shares to the holder thereof, provided that if and to the extent Shares have not previously been delivered to a holder in respect of such earned and vested performance stock awards (and to the extent not deferred as described below), under the terms of the Amended Merger Agreement, the holder thereof will be entitled to receive, upon completion of the Merger, an amount in cash equal to $42.00 in respect of each Share earned with respect to the performance stock award. However, in connection with the transactions contemplated by the Amended Merger Agreement, 17

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members of management have elected to defer taxation on performance stock awards by electing to defer the receipt of some or all of the Shares underlying such awards to a date after the consummation of the transactions contemplated by the Amended Merger Agreement that is specified in the individual's deferral election forms. Under these elections, from the completion of the Merger to the date that such deferred amounts are ultimately settled, subject to the holder's execution of an equity rollover agreement with Parent, the deferred amounts will be deemed notionally invested in vested deferred capital stock of Parent. If no such rollover agreement is entered into, the cash value of the deferred performance stock awards (based on the per share amount payable pursuant to the Amended Merger Agreement) will be paid to the holder in January 2008. As of January 21, 2007, the number of restricted Shares held by the Company's directors and executive officers a s a group that will vest upon the completion of the Amended Tender Offer is 114,306 in the aggregate, and the number of Shares underlying performance stock awards held by the Company's executive officers as a group that will vest upon the completion of the Amended Tender Offer is 488,985 in the aggregate. Messrs. Karol, Nowak, Fisher, Kiik and Sisler and all executive officers as a group have elected to defer performance stock awards with respect to approximately 160,000, 26,316, 30,795, 8,815, 29,000 and 293,596 Shares, respectively.

Item 4.         The Solicitation or Recommendation.

The discussion set forth in Item 4(a) is hereby amended and supplemented by adding the following new paragraphs at the end thereof:

Position of the Special Committee and the Board as to the Amended Tender Offer. The Board recommends that you accept the Amended Tender Offer and tender your Shares into the Amended Tender Offer. After careful consideration by the Special Committee and the Board, including a thorough review of the Amended Tender Offer with their outside legal and financial advisors, the Special Committee and, on the recommendation of the Special Committee, the Board, after a thorough review with its outside legal and financial advisors, (i) determined that the Amended Merger Agreement, the Amended Tender Offer, the Merger and the other transactions contemplated by the Amended Merger Agreement are fair to and in the best interests of the Company and its shareholders, (ii) approved the Amended Merger Agreement, the Amended Tender Offer and the Merger, and (iii) determined to recommend that the Company's shareholders accept the Amended Tende r Offer and tender their Shares in the Amended Tender Offer. In particular, the Special Committee and Board believed that the Amended Tender Offer offers premium value to the Company's shareholders, and is highly likely to be completed. The Amended Tender Offer is subject only to specific and limited conditions, and is backed by committed financing appropriate to a tender offer acquisition structure.

Accordingly, your Board of Directors recommends that you accept the Amended Tender Offer and tender your Shares into the Amended Tender Offer.

Item (4)(b)(1) is hereby amended and supplemented by adding the following new paragraphs at the end thereof:

The Amended Tender Offer - The Special Committee

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In reaching its determination to approve the Merger Agreement Amendment and recommend that the Company's shareholders accept the Amended Tender Offer and tender their Shares into the Amended Tender Offer, the Special Committee and the Board considered, in consultation with its outside legal and financial advisors and the Company's senior management, the same factors as described in the Statement with respect to the Tender Offer and Merger Agreement and, in addition, considered that (1) the Amended Merger Agreement provided for $1.50 per Share of additional cash value compared to the Merger Agreement, (2) the Amended Tender Offer and the Amended Merger Agreement are subject to no additional conditions in comparison to the Tender Offer and the Merger Agreement, respectively, and (3) the financing commitments provided by the Offeror for the Amended Tender Offer are appropriate for a tender offer acquisition structure and are subject to no additional conditions in comparison to the financing commitments provided in connection with the Tender Offer and the Merger Agreement.

In addition to considering the factors described above, as well as the additional factors described in the Statement with respect to the Tender Offer and the Merger Agreement, the Special Committee considered the following:

• the current and historical market prices of the Shares, and the fact that the $42 per Share consideration represents a premium of approximately 67% over the closing price of the Shares on November 3, 2006, the last trading day before public announcement that the Company was considering strategic alternatives;

• the opinion, dated January 21, 2007, to the Special Committee of Citigroup as to the fairness, from a financial point of view and as of such date, of the $42.00 per Share cash consideration to be received in the Amended Tender Offer and the Merger, taken together, by holders of Shares (other than Carlyle, Parent, Offeror, and their respective affiliates). The full text of Citigroup's written opinion, dated January 21, 2007, which describes the assumptions made, matters considered and limitations on the review undertaken, is attached as Annex I and filed as Exhibit (a)(19) hereto and is incorporated herein by reference. Citigroup's opinion was provided to the Special Committee for its information in its evaluation of the $42.00 per Shar e cash consideration payable in the Amended Tender Offer and the Merger, taken together, relates only to the fairness of such cash consideration from a financial point of view and does not address any other aspect of the Amended Tender Offer, the Merger or any related transaction.  Citigroup's opinion also does not address the underlying business decision of the Company to enter into the Amended Merger Agreement, the relativemerits of the Amended Tender Offer and the Merger as compared to any alternative business strategy that might exist for the Company or the effect of any other transaction in which the Company might engage. Citigroup's opinion is not intended to constitute, and does not constitute, a recommendation as to whether any shareholder should tender their Shares in the Amended Tender Offer or as to any other actions to be taken by any shareholder in connection with the Amended Tender Offer or the Merger. Holders of Shares are encouraged to read the opinion carefully in its entirety; and

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• that, subject to compliance with the terms and conditions of the Amended Merger Agreement, the Company is permitted to terminate the Amended Merger Agreement in order to approve an alternative transaction proposed by a third party that is a "superior proposal" as defined in the Amended Merger Agreement, upon the payment to an affiliate of Carlyle of a $29 million termination fee. Accordingly, the Special Committee concluded that the Merger Agreement Amendment represented an opportunity to achieve greater value, on faster timing, without affecting the Company's ability to accept a superior proposal, should one be received.

The Special Committee identified no negative factors in comparison to the Merger Agreement. In view of the wide variety of factors considered by the Special Committee, and the complexity of these matters, the Special Committee did not find it practicable to quantify or otherwise assign relative weights to the foregoing factors. In addition, individual members of the Special Committee may have assigned different weights to various factors. The Special Committee approved and recommended the Amended Merger Agreement and the Amended Tender Offer based upon the totality of the information presented to and considered by it.

The Amended Tender Offer - The Board

In reaching its determinations to approve the Merger Agreement Amendment and recommend that the Company's shareholders accept the Amended Tender Offer and tender their Shares into the Amended Tender Offer, the Board considered, in consultation with its outside legal and financial advisors and the Company's senior management, the same factors as described in the Statement with respect to the Tender Offer and the Merger Agreement, including that (1) the Merger Agreement Amendment provided for $1.50 per Share of additional cash value compared to the Merger Agreement, (2) the Amended Tender Offer and the Amended Merger Agreement are subject to no additional conditions in comparison to the Tender Offer and the Merger Agreement, respectively, and those conditions are specific and limited and, in the Board's judgment, likely to be satisfied, and (3) the financing commitments provided by the Offeror for the Amended Tender Offer are appropriate for a tender offer acquisition structure a nd are subject to no additional conditions in comparison to the financing commitments provided in connection with the Tender Offer and the Merger Agreement. In addition to the foregoing, the Board considered the following:

• the unanimous determinations and recommendations of the Special Committee, as described above;

• all of the factors considered by the Special Committee, as described above; and

• the opinion to the Board of UBS, dated January 21, 2007, as to the fairness, from a financial point of view, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered and limitations set forth in the opinion, of the $42.00 per Share cash consideration to be received in the Amended Tender Offer and the Merger, taken together, by holders of Shares (other than Parent, Offeror, and their respective affiliates). The full text of UBS' written opinion, dated January 21, 2007, which describes the assumptions made,

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matters considered and limitations on the review undertaken, is attached as Annex II and filed as Exhibit (a)(20) hereto and is incorporated herein by reference.  UBS’ opinion is directed only to the fairness, from a financial point of view, to the holders of Shares (other than Parent, Offeror, and their respective affiliates) of the $42.00 per Share cash consideration to be received in the Amended Tender Offer and the Merger, taken together, by such holders in the Amended Tender Offer and the Merger and does not address the fairness or any other aspect of the Amended Tender Offer and the Merger. The opinion also does not address the relative merits of the Amended Tender Offer and the Merger as compared to other business strategies or transactions that might be available with respect to us, nor does it address our underlying business decision to engage in the Amended Tender Offer and the Merger. The opinion does not constitute a recommendation to any shareholder as to whether such shareholder should tender their Shares in the Amended Tender Offer or as to any other actions to be taken by any shareholder in connection with the Amended Tender Offer or the Merger. Holders of Shares are encouraged to read the opinion carefully in its entirety.

In view of the wide variety of factors considered by the Board, and the complexity of these matters, the Board did not find it practicable to quantify or otherwise assign relative weights to the foregoing factors. In addition, individual members of the Board may have assigned different weights to various factors. The Board approved and recommends the Amended Merger Agreement and the Amended Tender Offer based upon the totality of the information presented to and considered by it.

For the reasons described here, and above under “Position of the Special Committee and the Board as to the Amended Tender Offer,” the Special Committee and the Board recommend that the Company’s shareholders accept the Amended Tender Offer and tender their Shares into the Amended Tender Offer.

The discussion set forth in Item 4(b)(2) is hereby amended and supplemented by adding the following new paragraphs at the end thereof:

On January 18, 2007, an affiliate of BMCA commenced the BMCA Revised Tender Offer to purchase all outstanding Shares for $42.00 per Share. On the same day, BMCA terminated the BMCA Original Tender Offer. Also that day, the Offeror commenced the Tender Offer to purchase all outstanding Shares at $40.50 per Share. On January 19, 20 and 21, 2007, BMCA continued its due diligence investigation of the Company, including telephone conference calls with members of management concerning various business issues, and was provided additional non-public business and legal information.

In the evening of January 20, 2007, the Offeror informed the Special Committee that it intended to increase the price per Share offered under its Tender Offer to $42.00 per Share.

On January 21, 2007, the Board and Special Committee, together with representatives of UBS, Wachtell Lipton and Citigroup, met telephonically to discuss the proposed Merger Agreement Amendment. Citigroup rendered to the Special Committee its oral opinion,

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confirmed by delivery of a written opinion dated January 21, 2007, to the effect that, as of that date and based on and subject to the matters described in its opinion, the $42.00 per Share cash consideration to be received by holders of Shares (other than Carlyle, Parent, Offeror and their respective affiliates) in the Amended Tender Offer and the Merger, taken together, was fair, from a financial point of view, to such holders. The Special Committee then unanimously resolved to approve the Merger Agreement Amendment and the transactions contemplated by the Merger Agreement Amendment, and recommend that the full Board approve the Merger Agreement Amendment and recommend that the Company’s shareholders tender their Shares in the Amended Tender Offer. The full Board then reconvened with representatives of UBS, Wachtell Lipton and Citigroup. UBS then rendered orally to the Board its opinion, confirmed by delivery of a written opinion dated January 2 1, 2007, to the effect that, as of such date and based upon and subject to the factors and assumptions set forth in the opinion, the $42.00 per Share consideration to be received by holders of the Shares (other than Parent, Offeror and their respective affiliates) in the Amended Tender Offer and the Merger, taken together, was fair, from a financial point of view, to such holders. After receiving the Special Committee’s recommendation, the Board, by unanimous vote of all of its members (with Messrs. Karol and Nowak abstaining) adopted resolutions approving the execution, delivery and performance of the Merger Agreement Amendment and resolved to recommend that the shareholders of the Company tender their Shares in the Amended Tender Offer.

In the evening of January 21, 2007, the parties executed the Amended Merger Agreement. In the morning of January 22, 2007, the Company and Carlyle issued a press release announcing the terms of the Amended Tender Offer.

The discussion set forth in Item 4(c) is hereby amended and restated in its entirety to read as follows:

To the best of the Company’s knowledge, all of the Company’s directors, executive officers, affiliates or subsidiaries intend to tender for purchase pursuant to the Amended Tender Offer all Shares owned of record or beneficially owned, other than Shares subject to options. Pursuant to the Amended Merger Agreement, each then-outstanding option to purchase Shares (including those held by the Company’s directors and executive officers), whether or not vested will automatically be converted in the Merger into the right to receive an amount in cash equal to the product of (x) the excess, if any, of $42.00 over the exercise price per Share of such option multiplied by (y) the total number of Shares subject to such option. Each restricted Share, including each such Share held by directors and executive officers, will vest in full and be converted into the right to receive $42.00. In addition, upon completion of the Merger, each performance stoc k award, whether vested or unvested, including each such award held by executive officers, that is outstanding immediately prior to completion of the Merger will be deemed to be earned at the maximum level set forth in the applicable award agreement, will become fully vested and will entitle the holder thereof to receive an amount in cash equal to $42.00 in respect of each Share earned with respect to the performance stock awards upon completion of the Merger, or, with respect to performance stock awards which the holder has validly elected to defer on or prior to December 31, 2006, such later date as the holder has validly elected.

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Item 8.         Additional Information to be Furnished

The discussion set forth in Item 8(d) is hereby amended and supplemented by adding the following new paragraph before the last paragraph thereof:

On January 22, 2007 the Court in the Wetzel litigation granted an ex parte temporary restraining order against the defendants, enjoining them from (i) declaring that a Distribution Date has occurred, as that term is defined in the Company¡¯s Rights Agreement or causing the Company¡¯s Rights Agent to issue any Rights Certificates to the Company¡®s shareholders; (ii) proceeding with, abiding by and/or honoring Section 7.3 of the Merger Agreement, which calls for the Company to pay a termination fee of $29 million under certain circumstances; and (iii) granting Parent and/or the Offeror any option to purchase additional Shares. The Court also set a hearing date of February 5 on plaintiff¡¯s motion for a temporary injunction, and granted certain expedited discovery.

Item 9.	Exhibits.
Exhibit No.	Description
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(a)(14)	Supplement to the Offer to Purchase, dated January 22, 2007 (incorporated by
	reference to Exhibit (a)(1)(O) to the Amended Schedule TO of CGEA Investor,
	Inc. and CGEA Holdings, Inc. filed with the Securities and Exchange
	Commission on January 22, 2007)
(a)(15)	Form of Revised Letter of Transmittal (incorporated by reference to Exhibit
	(a)(1)(P) to the Amended Schedule TO of CGEA Investor, Inc. and CGEA
	Holdings, Inc. filed with the Securities and Exchange Commission on January 22,
	2007)
(a)(16)	Press release issued by ElkCorp on January 22, 2007*
(a)(17)	Second Amended and Restated Equity Commitment Letter, dated January 20,
	2007, from Carlyle Fund IV, L.P. (incorporated by reference to Exhibit (b)(1)(C)
	to the Amended Schedule TO of CGEA Investor, Inc. and CGEA Holdings, Inc.
	filed with the Securities and Exchange Commission on January 22, 2007)
(a)(18)	Second Amended and Restated Debt Commitment Letter, dated January 21, 2007,
	from Bank of America, N.A., Merrill Lynch Capital Corporation, Banc of
	America Securities LLC, General Electric Capital Corporation and Merrill Lynch,
	Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit
	(b)(1)(D) to the Amended Schedule TO of CGEA Investor, Inc. and CGEA
	Holdings, Inc. filed with the Securities and Exchange Commission on January 22,
	2007)
(a)(19)	Opinion of Citigroup Global Markets Inc., dated January 21, 2007 (included as
	Annex I to this 14D-9 Amendment)*
(a)(20)	Opinion of UBS Securities LLC, dated January 21, 2007 (included as Annex II
	to this 14D-9 Amendment)*
(a)(21)	Letter, dated January 22, 2007, to ElkCorp shareholders*
(e)(8)	First Amendment to Amended and Restated Agreement and Plan of Merger, dated
	as of January 21, 2007, by and among CGEA Holdings, Inc., CGEA Investor,
	Inc., and ElkCorp*

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* Filed herewith

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SIGNATURE

     After due inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.

ELKCORP

By:   /s/ Thomas D. Karol                                        

       Name: Thomas D. Karol

       Title:   Chairman of the Board and

                  Chief Executive Officer

Dated: January 22, 2007

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INDEX OF EXHIBITS

Exhibit No.	Description
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(a)(14)	Supplement to the Offer to Purchase, dated January 22, 2007 (incorporated by
	reference to Exhibit (a)(1)(O) to the Amended Schedule TO of CGEA Investor,
	Inc. and CGEA Holdings, Inc. filed with the Securities and Exchange
	Commission on January 22, 2007)
(a)(15)	Form of Revised Letter of Transmittal (incorporated by reference to Exhibit
	(a)(1)(P) to the Amended Schedule TO of CGEA Investor, Inc. and CGEA
	Holdings, Inc. filed with the Securities and Exchange Commission on January 22,
	2007)
(a)(16)	Press release issued by ElkCorp on January 22, 2007
(a)(17)	Second Amended and Restated Equity Commitment Letter, dated January 20,
	2007, from Carlyle Fund IV, L.P. (incorporated by reference to Exhibit (b)(1)(C)
	to the Amended Schedule TO of CGEA Investor, Inc. and CGEA Holdings, Inc.
	filed with the Securities and Exchange Commission on January 22, 2007)
(a)(18)	Second Amended and Restated Debt Commitment Letter, dated January 21, 2007,
	from Bank of America, N.A., Merrill Lynch Capital Corporation, Banc of
	America Securities LLC, General Electric Capital Corporation and Merrill Lynch,
	Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit
	(b)(1)(D) to the Amended Schedule TO of CGEA Investor, Inc. and CGEA
	Holdings, Inc. filed with the Securities and Exchange Commission on January 22,
	2007)
(a)(19)	Opinion of Citigroup Global Markets Inc., dated January 21, 2007 (included as
	Annex I to this 14D-9 Amendment)
(a)(20)	Opinion of UBS Securities LLC, dated January 21, 2007 (included as Annex II
	to this 14D-9 Amendment)
(a)(21)	Letter, dated January 22, 2007, to ElkCorp shareholders
(e)(8)	First Amendment to Amended and Restated Agreement and Plan of Merger, dated
	as of January 21, 2007, by and among CGEA Holdings, Inc., CGEA Investor,
	Inc., and ElkCorp

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EX-99

Exhibit (a)(16)

PRESS RELEASE

ELKCORP AMENDS MERGER AGREEMENT WITH THE CARLYLE GROUP

Carlyle Increases Tender Offer to $42.00 Per Share In Cash

DALLAS, January 22, 2007 -- ElkCorp (NYSE:ELK), a leading manufacturer of roofing and building products, today announced that The Carlyle Group (Carlyle) has agreed to increase its tender offer to acquire all of the outstanding shares of ElkCorp common stock to $42.00 per share in cash, up from the previous offer of $40.50 per share, which was announced on January 16, 2007. ElkCorp and Carlyle amended their previously announced merger agreement to reflect this increased price.

Carlyle’s tender offer, which commenced on January 18, 2007, will expire at midnight on February 14, 2007, unless extended in accordance with the terms of the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission (SEC).

As previously announced, following completion of the tender offer in which a majority of ElkCorp’s outstanding shares are tendered, Carlyle has committed to complete a second-step merger in which all remaining shares of ElkCorp common stock will be converted into the right to receive the same price paid per share in the tender offer. Carlyle has obtained fully committed financing for the tender offer and the second-step merger.

Upon the recommendation of a special committee of ElkCorp’s Board consisting solely of independent, non-management directors, ElkCorp’s Board has approved the revised merger agreement and recommends that shareholders tender their shares into the Carlyle offer. As previously disclosed, on January 18, 2007 an affiliate of Building Materials

Corporation of America (BMCA) had commenced a cash tender offer to purchase all of ElkCorp’s shares at $42.00 per share.

Carlyle’s tender offer of $42.00 values the Company at approximately $1.1 billion, including the assumption of approximately $173 million of net debt. The revised per share price represents a premium of approximately 67% over ElkCorp’s closing share price on November 3, 2006, the last trading day before ElkCorp announced that its Board of Directors and management were conducting a review of the company’s strategic alternatives.

The tender offer is subject to a majority of ElkCorp’s outstanding shares being tendered into the offer and other customary closing conditions. The transaction is not subject to any financing condition and Carlyle has obtained fully committed financing for both the tender offer and the second-step merger.

The transaction will be financed through a combination of equity and debt financing, with the debt financing committed by Bank of America, N.A., Merrill Lynch Capital Corporation, Inc. and General Electric Capital Corporation and certain of their affiliates. Merrill Lynch, Pierce, Fenner & Smith Inc. and Banc of America Securities LLC are financial advisors to The Carlyle Group, and Debevoise & Plimpton LLP is legal advisor. UBS Investment Bank is financial advisor to ElkCorp, and Wachtell, Lipton, Rosen & Katz is legal advisor. Citigroup Corporate and Investment Banking is financial advisor to the Special Committee.

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About ElkCorp

ElkCorp, through its subsidiaries, manufactures Elk brand roofing and building products (90% of consolidated revenue) and provides technologically advanced products and services to other industries. Its common stock is listed on the New York Stock Exchange (NYSE:ELK). www.elkcorp.com

About The Carlyle Group

The Carlyle Group is a global private equity firm with $46.9 billion under management. Carlyle invests in buyouts, venture & growth capital, real estate and leveraged finance in Asia, Europe and North America, focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, healthcare, industrial, technology & business services and telecommunications & media. Since 1987, the firm has invested $24 billion of equity in 576 transactions for a total purchase price of $101.8 billion. The Carlyle Group employs more than 740 people in 16 countries. In the aggregate, Carlyle’s portfolio companies have more than $68 billion in revenue and employ more than 200,000 people around the world. www.carlyle.com

CONTACTS:
Investors	Media
ElkCorp	Sard Verbinnen & Co.
Stephanie Elwood	Jim Barron
(972) 851-0472	(212) 687-8080
or
MacKenzie Partners Inc.
Dan Burch or Bob Marese
(212) 929 5405

Forward Looking Statements. Statements made in this release, our website and in our other public filings and releases, which are not historical facts contain “forward-looking” statements (as defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties and are subject to change at any time. These forward-looking statements may include, but are not limited to, statements containing words such as “anticipate,” “contemplate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “target,” “look forward to” and similar expressions. Factors that could cause actual results to differ materially include, but are not limited to, the following: costs, litigation, an economic downturn or changes in the laws affecting our business in those markets in which we operate. There can be no assurance that th e tender offer, merger or other any other transaction will be consummated, or if consummated, that it will increase shareholder value. The forward-looking statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control. We caution investors that any forward-looking statements made by us are not guarantees of future performance or events. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments, except to the extent required by law.

Additional Information and Where to Find It. In connection with the original Carlyle tender offer announced on January 18, 2007, ElkCorp has filed a solicitation/recommendation statement on Schedule 14D-9 with the Securities and Exchange Commission (the "SEC"), and expects to file an amendment thereto in respect of the increased purchase price. In connection with the proposed merger with affiliates of The Carlyle Group, ElkCorp expects to file a proxy statement with the SEC, if required by law. In connection with the tender offer by an affiliate of BMCA, ElkCorp expects to

file a solicitation/recommendation statement on Schedule 14D-9 with the SEC. Investors and security holders are strongly advised to read these documents (when they become available in the case of those not yet available) because they will contain important information about the tender offer and the proposed merger. Free copies of materials which will be filed by ElkCorp will be available at the SEC's web site at www.sec.gov, or at the ElkCorp web site at www.elkcorp.com, and will also be available, without charge, by directing requests to ElkCorp, Investor Relations, 14911 Quorum Drive, Suite 600, Dallas, TX 75254-1491, telephone (972) 851-0472. ElkCorp and its directors, executive officers and other members of its management and employees may be deemed participants in the solicitation of tenders or proxies from its shareholders. Information concerning the interests of ElkCorp's participants in the solicitation is set forth in ElkCorp's proxy statements and Annual Reports on Form 10-K, previously filed with the SEC, and will be set forth in a proxy statement relating to the merger, if one is required to be filed, and in the solicitation/recommendation statements on Schedule 14D-9 when they become available.

EX-99

Exhibit (a)(19)

[LETTERHEAD OF CITIGROUP GLOBAL MARKETS INC.]

January 21, 2007

The Special Committee of the Board of Directors
ElkCorp
14911 Quorum Drive, Suite 600
Dallas, Texas 75254

Members of the Special Committee:

You have requested our opinion as to the fairness, from a financial point of view, to the holders of the common stock of ElkCorp (other than The Carlyle Group (“Carlyle”), CGEA Holdings, Inc., an affiliate of Carlyle (“CGEA Holdings”), CGEA Investor, Inc., a wholly owned subsidiary of CGEA Holdings (“CGEA Investor”), and their respective affiliates) of the Cash Consideration (as defined below) provided for pursuant to the terms and subject to the conditions set forth in the Amended and Restated Agreement and Plan of Merger dated as of January 15, 2007, as amended by the First Amendment to the Amended and Restated Agreement and Plan of Merger, dated as of January 21, 2007 (collectively, the “Merger Agreement”), among CGEA Holdings, CGEA Investor and ElkCorp. As described to us by representatives of ElkCorp or as more fully described in the Merger Agreement, (i) CGEA Investor will commence a tender offer to purchase all outst anding shares of the common stock, par value $1.00 per share, of ElkCorp (“ElkCorp Common Stock”) at a purchase price of $42.00 per share in cash (the “Cash Consideration” and, such tender offer, the “Tender Offer”), and (ii) subsequent to the Tender Offer, CGEA Investor will be merged with and into ElkCorp pursuant to which each outstanding share of Elk Common Stock not previously tendered in the Tender Offer will be converted into the right to receive the Cash Consideration (the “Merger” and, together with the Tender Offer, the “Transaction”).

In arriving at our opinion, we reviewed the Merger Agreement and held discussions with the Special Committee of the Board of Directors of ElkCorp (the “Special Committee”) and certain senior officers and other representatives and advisors of ElkCorp concerning the business, operations and prospects of ElkCorp. We examined certain publicly available business and financial information relating to ElkCorp as well as certain financial forecasts and other information and data relating to ElkCorp which were provided to or otherwise discussed with us by the management of ElkCorp. We reviewed the financial terms of the Transaction as set forth in the Merger Agreement in relation to, among other things: current and historical market prices and trading volumes of ElkCorp Common Stock; the historical and projected earnings and other operating data of ElkCorp; and the capitalization and financial condition of ElkCorp. We analyzed certain financial, stock market and other publicly available information relating to the businesses of other companies whose operations we considered relevant in evaluating those of ElkCorp and considered, to the extent publicly available, the financial terms of certain other transactions which we considered relevant in evaluating the Transaction. In addition to the foregoing, we conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as we deemed appropriate in arriving at our opinion.

In rendering our opinion, we have assumed and relied, without assuming any responsibility for independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with us and upon the assurances of the management of ElkCorp that it is not aware of any relevant information that has been omitted or that remains undisclosed to us.

The Special Committee of the Board of Directors
ElkCorp
January 21, 2007
Page 2

With respect to financial forecasts and other information and data relating to ElkCorp provided to or otherwise reviewed by or discussed with us, we have been advised by the management of ElkCorp, and we have assumed, with your consent, that such forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of ElkCorp as to the future financial performance of ElkCorp. We have assumed, with your consent, that the Transaction will be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement, and in compliance with all applicable laws, and that, in the course of obtaining the necessary regulatory or third party approvals, consents, releases and waivers for the Transaction, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on ElkCorp or the Transaction. We h ave not made or been provided with an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of ElkCorp nor have we made any physical inspection of the properties or assets of ElkCorp. Our opinion does not address any terms or other aspects or implications of the Transaction (other than the Cash Consideration to the extent expressly specified herein) or any aspects or implications of any other agreement, arrangement or understanding entered into in connection with the Transaction or otherwise. We express no view as to, and our opinion does not address, the underlying business decision of ElkCorp to effect the Transaction, the relative merits of the Transaction as compared to any alternative business strategies that might exist for ElkCorp or the effect of any other transaction in which ElkCorp might engage. We were not requested to, and we did not, solicit third party indications of interest in the possible acquisition of ElkCorp nor were we requested to, and we did not, p articipate in the negotiation or structuring of the Transaction; however, we discussed with senior management of, and outside advisors to, ElkCorp the process leading to the proposed Transaction, including the publicly announced, unsolicited offers made by a third party to acquire ElkCorp and ElkCorp’s prior efforts to solicit other third party indications of interest in the possible acquisition of ElkCorp. Our opinion is necessarily based upon information available to us, and financial, stock market and other conditions and circumstances existing and disclosed to us, as of the date hereof.

Citigroup Global Markets Inc. has acted as financial advisor to the Special Committee in connection with the proposed Transaction and will receive a fee for our services, a portion of which is payable in connection with this opinion and portions of which were payable in connection with the delivery of our opinions with respect to the Carlyle transaction prior to the most recent amendment to the Merger Agreement. We and our affiliates in the past have provided, currently are providing and in the future may provide, services to Carlyle and certain of its affiliates, for which services we and our affiliates have received, and expect to receive, compensation, including, among other things, having acted or acting (i) as financial advisor to Carlyle and certain of its portfolio companies in connection with certain sale and acquisition transactions, (ii) in various roles in connection with securities offerings of certain portfolio companies of Carlyle and (iii) as a len der in connection with credit facilities of certain portfolio companies of Carlyle. In the ordinary course of our business, we and our affiliates may actively trade or hold the securities of ElkCorp and certain portfolio companies of Carlyle for our own account or for the account of our customers and, accordingly, may at any time hold a long or short position in such securities. In addition, we and our affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with ElkCorp, Carlyle and their respective affiliates.

The Special Committee of the Board of Directors
ElkCorp
January 21, 2007
Page 3

Our advisory services and the opinion expressed herein are provided for the information of the Special Committee in its evaluation of the proposed Transaction, and our opinion is not intended to be and does not constitute a recommendation to any stockholder as to whether such stockholder should tender shares of ElkCorp Common Stock in the Tender Offer or how such stockholder should vote or act with respect to any matters relating to the Transaction.

Based upon and subject to the foregoing, our experience as investment bankers, our work as described above and other factors we deemed relevant, we are of the opinion that, as of the date hereof, the Cash Consideration is fair, from a financial point of view, to the holders of ElkCorp Common Stock (other than Carlyle, CGEA Holdings, CGEA Investor, and their respective affiliates).

Very truly yours,

/S/Citigroup Global Markets Inc.

CITIGROUP GLOBAL MARKETS INC.

EX-99

Exhibit (a)(20)

[Letterhead of UBS Securities LLC]

CONFIDENTIAL

January 21, 2007

The Board of Directors
ElkCorp
14911 Quorum Drive
Suite 600
Dallas, Texas 75254

Dear Members of the Board:

     We understand that ElkCorp, a Delaware corporation (the "Company"), is considering a transaction whereby CGEA Holdings, Inc., a Delaware corporation ("Parent"), will acquire 100% of the outstanding capital stock of the Company in an all-cash transaction. Pursuant to the terms of the Amended and Restated Agreement and Plan of Merger dated January 15, 2007, as further amended by the First Amendment draft dated as of January 20, 2007 (collectively, the "Agreement"), by and among the Company, Parent and CGEA Investor, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), Parent will undertake a series of transactions whereby the Company will become a wholly owned subsidiary of Parent (the "Transaction"). Pursuant to the terms of the Agreement, (i) Merger Sub will make a tender offer (the "Offer") to purchase all of the issued and outstanding shares of the common stock of the Company, par value of $1.00 per share (" Company Common Stock"), for $42.00 per share in cash, and (ii) subsequent to the consummation of the Offer, Merger Sub will be merged (the "Merger") into the Company and each share of Company Common Stock that remains outstanding after the Offer will be converted into the right to receive $42.00 in cash (the per share consideration in the Offer and the Merger, taken together, is referred to as the "Consideration"). The terms and conditions of the Transaction are more fully set forth in the Agreement.

     You have requested our opinion as to the fairness, from a financial point of view, to the holders of Company Common Stock (other than Parent, Merger Sub and their respective affiliates) of the Consideration to be received by such holders in the Transaction.

     UBS Securities LLC ("UBS") has acted as financial advisor to the Board of Directors of the Company in connection with the Transaction and will receive a fee for its services, a portion of which is payable in connection with this opinion and a significant portion of which is

contingent upon consummation of the Transaction. In the past, UBS and its affiliates have provided services to certain affiliates of Parent and to the Company and have acted as lender to certain affiliates of Parent unrelated to the proposed Transaction, for which UBS and its affiliates have received compensation. In the ordinary course of business, UBS, its successors and affiliates may hold or trade, for their own accounts and the accounts of their customers, securities of the Company and/or Parent and its affiliates and, accordingly, may at any time hold a long or short position in such securities.

     Our opinion does not address the relative merits of the Transaction as compared to other business strategies or transactions that might be available with respect to the Company or the Company's underlying business decision to effect the Transaction. Our opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote or act with respect to the Transaction. At your direction, we have not been asked to, nor do we, offer any opinion as to the terms, other than the Consideration to the extent expressly specified herein, of the Agreement or the form of the Transaction. In rendering this opinion, we have assumed, with your consent, that (i) the final executed form of the Agreement does not differ in any material respect from the draft that we have examined, (ii) Parent and the Company will comply with all the material terms of the Agreement, and (iii) the Transaction will be consummated in accordance w ith the terms of the Agreement without any adverse waiver or amendment of any material term or condition thereof. We have also assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any material adverse effect on the Company, Parent or the Transaction.

     In arriving at our opinion, we have, among other things: (i) reviewed certain publicly available business and historical financial information relating to the Company; (ii) reviewed certain internal financial information and other data relating to the business and financial prospects of the Company that were provided to us by the management of the Company and not publicly available, including financial forecasts and estimates prepared by the management of the Company; (iii) conducted discussions with members of the senior management of the Company concerning the business and financial prospects of the Company; (iv) reviewed publicly available financial and stock market data with respect to certain other companies we believe to be generally relevant; (v) compared the financial terms of the Transaction with the publicly available financial terms of certain other transactions we believe to be generally relevant; (vi) reviewed current and historical ma rket prices of Company Common Stock; (vii) reviewed the Agreement; and (viii) conducted such other financial studies, analyses and investigations, and considered such other information, as we deemed necessary or appropriate. At your request, we have contacted third parties to solicit indications of interest in a possible transaction with the Company and held discussions with certain of these parties prior to the date hereof.

     In connection with our review, with your consent, we have not assumed any responsibility for independent verification of any of the information provided to or reviewed by us for the purpose of this opinion and have, with your consent, relied on such information being complete and accurate in all material respects. In addition, with your consent, we have not made any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company, nor have we been furnished with any such evaluation or appraisal.

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With respect to the financial forecasts and estimates referred to above, we have assumed, at your direction, that they have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the future performance of the Company. In addition, we have assumed, with your approval, that the financial forecasts and estimates referred to above will be achieved at the times and in the amounts projected. Our opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof.

     Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Consideration to be received by the holders of Company Common Stock (other than Parent, Merger Sub and their respective affiliates) in the Transaction is fair, from a financial point of view, to such holders.

     This opinion is provided for the benefit of the Board of Directors in connection with, and for the purpose of, its consideration of the Transaction.

Very truly yours,

 /s/ UBS Securities LLC

UBS SECURITIES LLC

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EX-99

Exhibit (a)(21)

January 22, 2007

Dear Fellow Shareholders,

As you know, on January, 18, 2007, affiliates of The Carlyle Group commenced a tender offer to acquire all of ElkCorp's outstanding shares of common stock for $40.50 (the "Carlyle Tender Offer"). On January 22, 2007, Carlyle raised the price per share to be paid in the Carlyle Tender Offer to $42.00, an increase of $1.50 per share (the "Carlyle Amended Tender Offer"). The increased price of $42.00 per share represents a premium of approximately 67% over ElkCorp¢®¯s closing share price on November 3, 2006, the last trading day before ElkCorp announced that its Board of Directors and management were conducting a review of the Company's strategic alternatives

Enclosed with this letter is an amendment to ElkCorp's Solicitation/Recommendation Statement on Schedule 14D-9 filed today with the Securities and Exchange Commission. The amendment relates to the Schedule 14D-9 mailed to you on January 19, 2007. As described in greater detail in this document, your Board of Directors, on the recommendation of its Special Committee of independent, non-management directors and with the assistance of its legal and financial advisors, recommends that ElkCorp shareholders ACCEPT the Carlyle Amended Tender Offer and tender their shares in the Carlyle Amended Tender Offer.

On January 18, 2007, a subsidiary of BMCA commenced a tender offer to purchase all of the Company's shares of common stock for $42.00 per share (the "BMCA Tender Offer"). This letter and the enclosed materials do not address the BMCA Tender Offer. The Board, consistent with its fiduciary duties, the Company's obligations under the merger agreement with Carlyle and applicable laws, will review the BMCA Tender Offer and make a recommendation to ElkCorp shareholders. The Board urges its shareholders not to take any action with respect to the BMCA Tender Offer until the Board makes its recommendation.

Since our review process began in 2006, your Board has been working to secure maximum value for shareholders and the right result for the Company. We thank you for your continued support.

Very truly yours,

  /s/ Thomas D. Karol               

Thomas D. Karol

Chairman of the Board and

Chief Executive Officer

Additional Information and Where to Find It. In connection with the Carlyle tender offer announced on January 18, 2007, ElkCorp has filed a solicitation/recommendation statement on Schedule 14D-9 with the Securities and Exchange Commission (the “SEC”), and an amendment thereto in respect of the increased purchase price. In connection with the proposed merger with affiliates of The Carlyle Group, ElkCorp expects to file a proxy statement with the SEC, if required by law. In connection with the tender offer by an affiliate of BMCA, ElkCorp expects to file a solicitation/recommendation statement on Schedule 14D-9 with the SEC. Investors and security holders are strongly advised to read these documents (when they become available in the case of those not yet available) because they will contain important information about the tender offer and the proposed merger. Free copies of materials which will be filed by ElkCorp will be available at the SEC's web site at www.sec.gov, or at the ElkCorp web site at www.elkcorp.com, and will also be available, without charge, by directing requests to ElkCorp, Investor Relations, 14911 Quorum Drive, Suite 600, Dallas, TX 75254-1491, telephone (972) 851-0472. ElkCorp and its directors, executive officers and other members of its management and employees may be deemed participants in the solicitation of tenders or proxies from its shareholders. Information concerning the interests of ElkCorp's participants in the solicitation is set forth in ElkCorp's proxy statements and Annual Reports on Form 10-K, previously filed with the SEC, and will be set forth in a proxy statement relating to the merger, if one is required to be filed, and in the solicitation/recommendation statements on Schedule 14D-9 when they become available.

EX-99

Exhibit (e)(8)

EXECUTION COPY

FIRST AMENDMENT TO
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

     This First Amendment, dated as of January 21, 2007 (this “Amendment”) to the Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 15, 2007, among CGEA Holdings, Inc., a Delaware corporation (“Parent”), CGEA Investor, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”) and ElkCorp, a Delaware corporation (the “Company”), is entered into by the parties to the Merger Agreement. Capitalized terms used but not defined herein shall have the respective meanings specified in the Merger Agreement.

     WHEREAS, Parent, Merger Sub and the Company have entered into the Merger Agreement.

     WHEREAS, pursuant to Section 8.11 of the Merger Agreement, Parent, Merger Sub and the Company desire to amend the Merger Agreement as provided in this Amendment.

     WHEREAS, Parent desires to increase the Per Share Amount in the Offer.

     WHEREAS, the boards of directors of Parent, Merger Sub and the Company have deemed this Amendment advisable and in the best interests of their respective companies.

     NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, Parent, Merger Sub and the Company agree as follows:

     1.      Per Share Amount Increase. The second Recital to the Merger Agreement shall be amended by replacing the phrase “$40.50 per Share” with “$42.00 per Share”.

     2.      Annexes and Schedules. The Equity Commitment Letter and the Debt Commitment Letter attached as Annex I to the Merger Agreement are hereby replaced and superseded in all respects by the Second Amended and Restated Equity Commitment Letter and the Second Amended and Restated Debt Commitment Letter attached hereto as Annex I and such letters, respectively, shall be deemed to be the “Equity Commitment Letter” and the “Debt Commitment Letter” referred to in the Merger Agreement as amended by this Amendment. One item in the Company Disclosure Schedule is clarified in the form shared between the parties on the date hereof.

     3.      Ratification. Except as otherwise provided herein, all of the terms, covenants and other provisions of the Merger Agreement are hereby ratified and confirmed and shall continue to be in full force and effect in accordance with their

respective terms. After the date hereof, all references to the Merger Agreement shall refer to the Merger Agreement as amended by this Amendment.

     4.      Miscellaneous. Sections 8.4 and 8.6 of the Merger Agreement shall apply to this Amendment mutatis mutandi. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument and shall bind and inure to the benefit of the parties and their respective successors and assigns.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first above written.

CGEA HOLDINGS, INC.

By:   /s/ Glenn A. Youngkin                                             

      Name: Glenn A. Youngkin

      Title: President

CGEA INVESTOR, INC.

By:   /s/ Glenn A. Youngkin                                             

      Name: Glenn A. Youngkin

      Title: President

ELKCORP

By:   /s/ Thomas Karol                                                    

      Name: Thomas Karol

      Title: Chief Executive Officer

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