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): January 30, 2007

	ELKCORP
(Exact Name of Registrant as Specified in Charter)
Delaware	1-5341	75-1217920
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
14911 Quorum Drive, Suite 600, Dallas, Texas		75254-1491
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code:		(972) 851-0500
Not Applicable
(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 (see General Instruction

A.2.):

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

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

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

CFR 240.14d-2(b))

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

CFR 240.13e-4(c))

Item 7.01.    Regulation FD Disclosure.

                     On January 30, 2007, the Company issued a press release announcing that it had received an irrevocable, binding offer (the “Offer Letter”) from Building Materials Corporation of America (“BMCA”) and certain of its affiliates to acquire all of the outstanding common stock of ElkCorp at a price of $43.50 per share, that ElkCorp has determined that BMCA’s offer, which was negotiated between the parties, is a “Superior Proposal” within the meaning of ElkCorp’s current agreement with affiliates of The Carlyle Group (“Carlyle”), and that accordingly, ElkCorp yesterday issued to Carlyle a notice of ElkCorp’s intention to terminate the merger agreement between ElkCorp and Carlyle.

                     On January 30, 2007, Mr. Thomas D. Karol, the Company’s Chairman and CEO, sent a letter to ElkCorp employees notifying them of the foregoing.

                     The foregoing descriptions are qualified in their entirety by the full text of the press release, letter to employees and Offer Letter, which are included herein as exhibits 99.1, 99.2 and 99.3, respectively, and which are incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.
	(d) Exhibits.
	See the Index of Exhibits attached to this Form 8-K, which is incorporated herein by reference.

SIGNATURES

                     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.

	ELKCORP
By:	/s/ David G. Sisler
	Name: David G. Sisler
	Title:    Senior Vice President, General Counsel
	and Secretary

Date: January 30, 2007

INDEX OF EXHIBITS

Number	Exhibit
99.1	Press Release, dated January 30, 2007
99.2	Letter, dated January 30, 2007, to ElkCorp employees
99.3	Offer Letter, dated January 29, 2007, from BMCA Acquisition Inc., BMCA Acquisition Sub Inc.
	and Building Materials Corporation of America, to the Special Committee of the Board of Directors
	of ElkCorp (incorporated by reference to Exhibit (a)(1)(U) to Amendment No. 2 to Schedule TO of
	BMCA Acquisition, Inc. and BMCA Acquisition Sub, Inc. filed with the Securities Exchange
	Commission on January 30, 2007)

EX-99.1

PRESS RELEASE

ELKCORP BOARD RECEIVES IRREVOCABLE OFFER FROM BMCA AT $43.50 PER SHARE

Issues Notice of Intention to Terminate Previous Merger Agreement with The Carlyle Group

DALLAS, January 30, 2007 -- ElkCorp (NYSE:ELK), a leading manufacturer of roofing and building products, today announced it has received an irrevocable, binding offer from Building Materials Corporation of America (BMCA) and certain of its affiliates to enter into an agreement by which one of these affiliates (BMCA Sub) would acquire all of the outstanding common stock of ElkCorp at a price of $43.50 per share. ElkCorp’s Board of Directors, on the unanimous recommendation of its Special Committee of independent, non-management directors and with the assistance of its outside legal and financial advisors, has determined that BMCA’s offer, which was negotiated between the parties, is a “Superior Proposal” within the meaning of ElkCorp’s current agreement with affiliates of The Carlyle Group (Carlyle), pursuant to which an affiliate of Carlyle previously commenced a tender offer to acquire all of ElkCorp’s shares o f common stock for $42.00 per share in cash.

Accordingly, ElkCorp yesterday issued to Carlyle a notice of ElkCorp’s intention to terminate the merger agreement between ElkCorp and Carlyle. The notice is subject to a 5 business day waiting period, during which Carlyle has the opportunity to make a counter proposal. If no counter proposal is made during this time or the ElkCorp Board determines that BMCA’s offer remains superior to any counter proposal, ElkCorp will have the right to terminate the Carlyle merger agreement upon payment to Carlyle of a termination fee of $29 million, and ElkCorp would then be free to accept BMCA’s offer. If ElkCorp accepts BMCA’s offer, BMCA has agreed to reimburse the full amount of this termination fee within one business day of payment by ElkCorp to Carlyle.

Under the terms of BMCA’s offer, BMCA Sub will amend its existing offer to purchase all of the Company’s outstanding shares of common stock for $43.50 per Share (the “Tender Offer”) to conform the Tender Offer to the terms of BMCA’s proposed merger agreement. Under the terms of the proposed agreement, following completion of the Tender Offer, the parties will complete a second-step merger (the “Merger”) in which all remaining outstanding shares will be cancelled and converted into $43.50 cash per share, without interest, or such higher amount as may be paid for shares in the Tender Offer. Consummation of the Tender Offer and the Merger are subject to customary closing conditions.

The BMCA offer represents a premium of approximately 73 percent 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.

###

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

CONTACTS:
Investors	Media
ElkCorp	Sard Verbinnen & Co.
Stephanie Elwood	Jim Barron or Chris Kittredge
(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 by an affiliate of The Carlyle Group, the tender offer proposed by BMCA 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 Carlyle tender offer, ElkCorp has filed a solicitation/recommendation statement on Schedule 14D-9 with the Securities and Exchange Commission (the "SEC"). 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 and, if ElkCorp terminates its merger agreement with Carlyle and enters into a merger agreement with BMCA, ElkCorp expects to file amendments to this Schedule 14D-9. 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 contain or will contain important information about the tender offers and the proposed mergers.Free copies of materials which 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 R elations, 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 proxy statements relating to any merger, if one is required to be filed, and in the solicitation/recommendation statements on Schedule 14D-9 when they become available.

EX-99.2

ELKCORP ANNOUNCEMENT

To:	ElkCorp Employees
Fr:	Tom Karol
Re:	Binding Offer for ElkCorp by BMCA

Dear Colleagues,

Today we announced that, after a thorough review process, our Board has determined that a binding offer from BMCA to acquire Elk for $43.50 per share is superior to the $42.00 offer we previously accepted from Carlyle. Our press release is attached.

This announcement means that Elk has issued its intention to terminate the merger agreement with Carlyle, which has started a 5 business day waiting period, ending on Monday, February 5, and will allow Carlyle to make a counter offer.

As you know, our Board has a fiduciary duty to do what it can to maximize value for the Company’s shareholders. Today’s announcement reflects their view that this is the best way to do that. It’s clear that the significant value for the company is a reflection of the skills and expertise of Elk’s employees, which both BMCA and Carlyle highly respect.

There isn’t much more we can say at this time and we will provide a further update on the process as soon as we are able. We appreciate your continued support.

Sincerely,

Tom Karol
Chairman and CEO

Additional Information and Where to Find It. In connection with the Carlyle tender offer, ElkCorp has filed a solicitation/recommendation statement on Schedule 14D-9 with the Securities and Exchange Commission (the "SEC"). 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 and, if ElkCorp terminates its merger agreement with Carlyle and enters into a merger agreement with BMCA, ElkCorp expects to file amendments to this Schedule 14D-9. 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 contain or will contain important information about the tender offers and the proposed mergers.Free copies of materials which 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

ELKCORP ANNOUNCEMENT

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 proxy statements relating to any merger, if one is required to be filed, and in the solicitation/recommendation statements on Schedule 14D-9 when they become available.