(Unaudited)			(Unaudited)			(Note)
		March 31,			March 31,			September 30,
		2008			2007			2007
		(Dollars in thousands)
Assets
Current assets:
Cash and cash equivalents		$	10,574		$	43,315		$	6,469
Accounts receivable, less allowance of $10,925 at March 31, 2008, $6,142 at March 31, 2007, and $7,970 at September 30, 2007			173,039			152,318			267,563
Inventories			194,551			178,804			165,848
Prepaid expenses and other assets			26,545			32,034			34,509
Deferred income taxes			19,276			12,046			13,196
Total current assets			423,985			418,517			487,585
Property and equipment, net			61,384			68,211			69,753
Goodwill			354,727			288,816			355,155
Other assets, net			85,886			60,887			94,167
Total assets		$	925,982		$	836,431		$	1,006,660
Liabilities and stockholders' equity
Current liabilities:
Accounts payable		$	128,386		$	106,925		$	183,257
Accrued expenses			60,262			47,920			54,020
Current portion of long-term obligations			12,828			6,454			34,773
Total current liabilities			201,476			161,299			272,050
Senior notes payable, net of current portion			341,250			345,625			343,000
Deferred income taxes			36,450			19,009			36,490
Long-term obligations under equipment financing and other, net of current portion			30,801			12,903			31,270
Commitments and contingencies
Stockholders' equity:
Common stock (voting); $.01 par value; 100,000,000 shares authorized; 44,281,312 issued in March of 2008, 44,236,142 in March of 2007 and 44,273,312 issued in September of 2007			443			442			443
Undesignated preferred stock; 5,000,000 shares authorized, none issued or outstanding			-			-			-
Additional paid-in capital			214,188			208,914			211,567
Retained earnings			103,749			83,827			106,640
Accumulated other comprehensive income (loss)			(2,375	)		4,412			5,200
Total stockholders' equity			316,005			297,595			323,850
Total liabilities and stockholders' equity		$	925,982		$	836,431		$	1,006,660

 

Note: The balance sheet at September 30, 2007

has been derived from the audited financial statements at that date.

 

The accompanying Notes are an integral part of the Consolidated Financial Statements

3

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		Three Months Ended March 31,						Six Months Ended March 31,
		2008			2007			2008			2007
Unaudited
(Dollars in thousands, except per share data)
Net sales		$	304,251		$	286,945		$	702,647		$	667,154
Cost of products sold			235,859			220,777			542,561			509,252
Gross profit			68,392			66,168			160,086			157,902
Operating expenses			75,332			70,394			151,249			141,066
Income (loss) from operations			(6,940	)		(4,226	)		8,837			16,836
Interest expense			6,728			6,381			13,737			12,709
Income (loss) before income taxes			(13,668	)		(10,607	)		(4,900	)		4,127
Income tax expense (benefit)			(5,536	)		(4,268	)		(2,009	)		1,661
Net income (loss)		$	(8,132	)	$	(6,339	)	$	(2,891	)	$	2,466
Net income (loss) per share:
Basic		$	(0.18	)	$	(0.14	)	$	(0.07	)	$	0.06
Diluted		$	(0.18	)	$	(0.14	)	$	(0.07	)	$	0.05
Weighted average shares used in computing
net income (loss) per share:
Basic			44,280,600			43,927,745			44,276,916			43,898,332
Diluted			44,280,600			43,927,745			44,276,916			44,874,694

The accompanying Notes are an integral part of the Consolidated Financial Statements.

4

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		Six Months ended March 31,
		2008			2007
		Unaudited (in thousands)
Operating activities:
Net income (loss)		$	(2,891	)	$	2,466
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			17,488			13,878
Stock-based compensation			2,590			2,605
Deferred income taxes			(1,049	)		(860	)
Changes in assets and liabilities, net of the adjustments of businesses acquired:
Accounts receivable			93,889			57,769
Inventories			(29,008	)		(14,864	)
Prepaid expenses and other assets			6,075			7,995
Accounts payable and accrued expenses			(57,609	)		(58,887	)
Net cash provided by operating activities			29,485			10,102
Investing activities:
Purchases of property and equipment, net of sale proceeds			(1,214	)		(17,233	)
Net cash used in investing activities			(1,214	)		(17,233	)
Financing activities:
Repayments under revolving lines of credit, net			(21,053	)		(229,752	)
Net borrowings (repayments) under senior notes payable, and other			(2,898	)		278,641
Proceeds from exercise of options			15			1,034
Payment of deferred financing costs			-			(2,954	)
Income tax benefit from stock-based compensation deductions in excess of the associated compensation costs			16			1,845
Net cash provided (used) by financing activities			(23,920	)		48,814
Effect of exchange rate changes on cash			(246	)		(215	)
Net increase in cash and cash equivalents			4,105			41,468
Cash and cash equivalents at beginning of year			6,469			1,847
Cash and cash equivalents at end of period		$	10,574		$	43,315
Non-cash transactions:
Conversion of senior notes payable to new senior notes payable		$	-		$	66,839

 

The accompanying Notes are an integral part of the Consolidated Financial Statements

5

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		Three Months Ended March 31,						Six Months Ended March 31,
		2008			2007			2008			2007
Weighted-average common shares outstanding for basic			44,280,600			43,927,745			44,276,916			43,898,332
Dilutive effect of employee stock options			-			-			-			976,362
Weighted-average shares assuming dilution			44,280,600			43,927,745			44,276,916			44,874,694

3. Stock-Based Compensation

 

        The Company records stock-based compensation under Statement of Financial Accounting Standards ("SFAS") 123R, Share-Based Payments, using the modified-prospective transition method. Under this method, compensation expense recognized in 2008 and 2007 included: (a) compensation cost for all unvested share-based awards granted prior to adoption of SFAS 123R, based on the grant date fair value estimated in accordance with SFAS 123, Accounting For Stock-Based Compensation, and (b) compensation cost for all subsequent share-based awards granted subsequent to September 24, 2005, based on the grant date fair value estimated in accordance with SFAS 123R. SFAS 123R also requires the Company to estimate forfeitures in calculating the expense related to stock-based compensation.

 

        Compensation cost arising from stock options granted to employees and non-employee directors is recognized as an expense using the straight-line method over the vesting period. As of March 31, 2008, there was $7.0 million of total unrecognized compensation cost related to stock options. That cost is expected to be recognized over a weighted-average period of 2.0 years. The Company recorded stock-based compensation expense of $1.2 million ($0.7 million net of tax) and $1.3 million ($0.8 million net of tax) for the three months ended March 31, 2008 and 2007, respectively, and $2.6 million ($1.6 million net of tax) for both six-month periods ended March 31, 2008 and 2007.

7

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BEACON ROOFING SUPPLY, INC.

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)

 

3. Stock-Based Compensation (Continued)

 

        The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants issued in the first two quarters of 2008 and 2007:

		Six Months Ended March 31,
		2008			2007
Risk free interest rate			2.79 - 4.08	%		4.52 - 4.81	%
Expected life			6.0 years			5.0 years
Expected volatility			45	%		45	%
Expected dividend yield			0	%		0	%

 

        Expected lives of the options granted and expected volatilities are based on the expected lives and historical volatilities of the options and stocks of comparable public companies and other factors. Estimated cumulative forfeiture rates of 0%-12% were used for expensing the fair value of unvested options during both of the periods above.

 

		Shares			Weighted-Average Exercise Price			Average  Remaining  Contractual  Life			Aggregate  Intrinsic  Value
								(Years)			(in Millions)
Outstanding at September 30, 2007			3,045,120		$	12.15
Granted			748,523			9.33
Exercised			(8,000	)		1.87
Forfeited			(77,605	)		17.73
Outstanding at March 31, 2008			3,708,038		$	11.48			7.15		$	9.7
Vested and expected to vest at March 31, 2008			3,628,270		$	11.41			7.11		$	9.7
Exercisable at March 31, 2008			2,378,570		$	9.65			6.11		$	9.2

 

        As of March 31, 2008, there were remaining options to purchase 2,408,004 shares of common stock available for grants under the Company's Amended and Restated 2004 Stock Plan (inclusive of 1,750,000 additional shares approved by stockholders under the plan on February 7, 2008). The weighted-average grant date fair values of stock options granted during the six months ended March 31, 2008 and 2007 were $4.54 and $10.07, respectively. The intrinsic values of stock options exercised during the six months ended March 31, 2008 and March 31, 2007 were $0.1 and $5.2 million, respectively. At March 31, 2008, the Company had $10.3 million of excess tax benefits available for potential deferred tax write-offs related to option accounting.

8

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BEACON ROOFING SUPPLY, INC.

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)

 

4. Comprehensive Income

 

        Comprehensive income or loss consists of net income or loss and other gains and losses affecting stockholders' equity that, under GAAP, are excluded from net income or loss. For the Company, these currently consist of the following items:

Unaudited		Three Months Ended March 31,						Six Months Ended March 31,
(Dollars in thousands, except per share data)		2008			2007			2008			2007
Net income (loss)		$	(8,132	)	$	(6,339	)	$	(2,891	)	$	2,466
Foreign currency translation adjustment, net of tax effect			(953	)		325			(878	)		(1,128	)
Unrealized loss on financial derivatives, net of tax effect			(4,253	)		(396	)		(6,697	)		(396	)
Comprehensive income (loss)		$	(13,338	)	$	(6,410	)	$	(10,466	)	$	942

 

5. Acquisitions

 

North Coast Commercial Roofing Systems, Inc.

 

Accounts receivable		$	31,706
Inventories			13,349
Prepaid expenses and other			982
Property and equipment			4,150
Deferred taxes			(10,400	)
Accounts payable and accrued expenses			(19,189	)
Net assets			20,598
Non-compete			3,300
Customer relationships			29,550
Goodwill			62,282
Purchase price		$	115,730

9

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BEACON ROOFING SUPPLY, INC.

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)

 

5. Acquisitions (Continued)

 

Other Recent Acquisitions

 

        On May 18, 2007, the Company purchased certain assets of Wholesale Roofing Supply ("WRS"), a single location distributor of residential and commercial roofing products located in Knoxville, Tennessee.

 

6. Debt

 

       The Company currently has the following credit facilities:

 

•  a senior secured credit facility in the U.S.;

 

•  a Canadian senior secured credit facility; and

 

•  two equipment financing facilities.

 

Senior Secured Credit Facilities

 

        On November 2, 2006, the Company entered into an amended and restated seven-year $500 million U.S. senior secured credit facility and a C$15 million senior secured Canadian credit facility with GE Antares Capital ("GE Antares") and a syndicate of other lenders (combined, the "Credit Facility"). The Credit Facility consists of a U.S. revolving credit facility of $150 million, which includes a sub-facility of $20 million for letters of credit, and an initial $350 million term loan (the "Term Loan"). The Credit Facility also includes a C$15 million senior secured revolving credit facility provided by GE Canada Finance Holding Company. As of March 31, 2008, the Company was in compliance with the covenants under the Credit Facility. Substantially all of the Company's assets, including the capital stock and assets of wholly-owned subsidiaries, secure obligations under the Credit Facility.

 

Equipment Financing Facilities

 

        The Company has two equipment financing facilities that allow for the financing of purchased transportation and material handling equipment totaling $32.9 million with $6.4 million of remaining availability as of March 31, 2008. There was $26.5 million of equipment financing loans outstanding at March 31, 2008, with fixed interest rates ranging from 4.7% to 7.4%.

10

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BEACON ROOFING SUPPLY, INC.

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)

 

7. Foreign Sales

 

        Foreign (Canadian) sales totaled $38.2 and $38.1 million in the six months ended March 31, 2008 and March 31, 2007, respectively.

 

8. Financial Derivatives

 

        The Company uses derivative financial instruments for hedging and non-trading purposes to manage its exposure to changes in interest rates. Use of derivative financial instruments in hedging programs subjects the Company to certain risks, such as market and credit risks. Market risk represents the possibility that the value of the derivative instrument will change. In a hedging relationship, the change in the value of the derivative is offset to a great extent by the change in the value of the underlying hedged item. Credit risk related to derivatives represents the possibility that the counterparty will not fulfill the terms of the contract. The notional, or contractual, amount of the Company's derivative financial instruments is used to measure interest to be paid or received and does not represent the Company's exposure due to credit risk. The Company's current derivative instruments are with counterparties rated very highly by nationally recognized credit rating agencies.

 

        The Company is using interest rate derivative instruments to manage the risk of interest rate changes by converting a portion of its variable-rate borrowings into fixed-rate borrowings. There were interest rate derivative instruments outstanding in a total notional amount of $300 million at March 31, 2008, which consisted of: a) interest rate swaps totaling $200 million, expiring in April 2010, with a fixed rate of 4.97%; b) a $50 million interest rate collar expiring in April 2010 with a floor rate of 3.99% and a cap rate of 5.75%; and c) a $50 million interest rate collar expiring in April 2010 with a floor rate of 3.75% and a cap rate of 6.00%. The combined fair market value of the agreements resulted in a recorded liability of approximately $13.3 million at March 31, 2008, which was determined based on current interest rates and expected future trends. The Company entered into

11

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BEACON ROOFING SUPPLY, INC.

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)

 

8. Financial Derivatives (Continued)

 

these instruments during the second quarter of 2007 and cancelled the prior interest rate derivative instruments that had notional amounts totaling $150 million. The current derivative instruments are designated as cash flow hedges, for which the Company records the effective portions of changes in their fair value, net of tax, in other comprehensive income (Note 4). Any ineffective portion of the hedges is recognized in earnings, of which there has been none to date. The prior derivative instruments were not designated as hedges and therefore changes in their fair values were recorded in interest expense.

 

9. Recent Accounting Pronouncements

 

        In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements ("SFAS 157"), which addresses how fair value should be measured when required for recognition or disclosure purposes under GAAP. It also establishes a fair value hierarchy and will require expanded disclosures on fair value measurements where applicable. SFAS 157 is effective for the Company in the fiscal year beginning October 1, 2008. The Company has not completed assessing the impact that SFAS 157 will have on its consolidated financial statements, although the impact is not currently expected to be material.

 

        In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115 ("SFAS 159"). SFAS 159 permits companies to measure many financial instruments and certain other items at fair value at specified election dates. SFAS 159 will be effective for the Company in the fiscal year beginning October 1, 2008. The Company has not completed assessing the impact that the adoption of SFAS 159 will have on its consolidated financial statements, although the impact is not currently expected to be material.

 

        In December 2007, the FASB issued SFAS No. 141(R), Business Combinations ("SFAS 141R") and SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 ("SFAS 160"). These new standards will significantly change the accounting for and reporting of business combination transactions and noncontrolling (minority) interests in consolidated financial statements. SFAS 141R and SFAS 160 are required to be adopted simultaneously and are effective for the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited. The Company believes the adoption of SFAS 141R will have a significant impact on the accounting for future acquisitions. The adoption of SFAS 160 is not expected to have a material impact on the financial statements.

 

12

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

 

        You should read the following discussion in conjunction with Management’s Discussion and Analysis included in our 2007 Annual Report on Form 10-K. Unless otherwise specifically indicated, all references to “2008” and “YTD 2008” refer to the three months (second quarter) and six months (year-to-date) ended March 31, 2008, respectively, of our fiscal year ending September 30, 2008, and all references to “2007” and “YTD 2007” refer to the three months (second quarter) and six months (year-to-date) ended March 31, 2007, respectively, of our fiscal year ended September 30, 2007. Certain tabular information may not foot due to rounding.

 

 

Existing and Acquired Markets

 

For the Three Months Ended

(Dollars in thousands)

 

		Existing Markets						Acquired Markets						Consolidated
		March 31,						March 31,						March 31,
		2008			2007			2008			2007			2008			2007
Net Sales		$	267,802		$	286,945		$	36,449		$	-		$	304,251		$	286,945
Gross Profit			62,027			66,168			6,365			-			68,392			66,168
Gross Margin			23.2	%		23.1	%		17.5	%					22.5	%		23.1	%
Operating Expenses			65,653			70,394			9,679			-			75,332			70,394
Operating Expenses as a % of Net Sales			24.5	%		24.5	%		26.6	%					24.8	%		24.5	%
Operating Loss		$	(3,626	)	$	(4,226	)	$	(3,314	)	$	-		$	(6,940	)	$	(4,226	)
Operating Margin			-1.4	%		-1.5	%		-9.1	%					-2.3	%		-1.5	%

14

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Net Sales

 

        Consolidated net sales increased $17.3 million, or 6.0%, to $304.3 million in 2008 from $286.9 million in 2007. Both this year's and last year's second quarter had 64 business days. Existing market sales declined $19.1 million or 6.7%, while acquired markets contributed an increase of $36.4 million. We attribute the existing market sales decline primarily to the following factors:

 

·

a continued decline in residential construction, especially in the mid-Atlantic and Southeastern states; and

 

·

to a lesser extent, the general slowing of residential remodeling and re-roofing in our markets;

partially offset by the positive impact of:

·

increased non-residential roofing activity in most markets; and

 

·

four new branches opened in existing markets since March 31, 2007.

 

 

Existing Markets

 

For the Three Months Ended

 

		March 31, 2008						March 31, 2007
		Sales			Mix			Sales			Mix			Change
		(dollars in thousands)
Residential roofing products		$	120,558			45.0	%	$	134,678			46.9	%	$	(14,120	)		-10.5	%
Non-residential roofing products			85,644			32.0	%		82,210			28.7	%		3,434			4.2
Complementary building products			61,600			23.0	%		70,057			24.4	%		(8,457	)		-12.1
		$	267,802			100.0	%	$	286,945			100.0	%	$	(19,143	)		-6.7	%

 

 

Gross Profit

 

For the Three Months Ended

 

		March 31,			March 31,
		2008			2007			Change
		(dollars in millions)
Gross profit		$	68.4		$	66.2		$	2.2						3.3	%
Existing Markets			62.0			66.2		$	(4.1	)					-6.3	%
Gross margin			22.5	%		23.1	%					-0.6	%
Existing Markets			23.2	%		23.1	%					0.1	%

 

        Our existing markets' gross profit declined $4.1 million or 6.3% in 2008, while our acquired markets' gross profit was $6.4 million. Existing markets' gross margin increased to 23.2% in 2008 from 23.1% in 2007. The increase in gross margin was caused primarily by favorable buying programs offered by some of our vendors this year for certain high-volume items, especially residential asphalt shingles. Our existing market gross margin in 2008 excluding vendor incentives, which represents our invoiced gross margin, was down 50 basis points from 2007.

15

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Operating Expenses

 

For the Three Months Ended

 

		March 31,			March 31,
		2008			2007			Change
		(dollars in millions)
Operating expenses		$	75.3		$	70.4		$	4.9						7.0	%
Existing Markets			65.7			70.4			(4.7	)					-6.7	%
Operating expenses as a % of sales			24.8	%		24.5	%					0.3	%
Existing Markets			24.5	%		24.5	%					0.0	%

 

        Our existing markets' operating expenses declined by $4.7 million or 6.7% to $65.7 million in 2008 from $70.4 million in 2007, while our acquired markets' operating expenses totaled $9.7 million. The following factors were the leading causes of our lower existing market operating expenses:

 

·

payroll and related costs decreased by $3.0 million primarily from a lower headcount, offset somewhat by less favorable medical insurance claims and costs at our four new branches;

 

·

savings of $1.1 million in selling, warehouse and general and administrative expenses from cost-saving measures in many areas and also from allocations to our acquired markets; and

·

reduced depreciation and amortization of $0.6 million due to lower amortization amounts for customer relationship intangible assets and somewhat from substantially lower capital expenditures in 2008.

 

        Existing markets' operating expenses as a percentage of net sales remained constant at 24.5% as we were able to save variable costs as noted above equal to the de-leveraging of our fixed costs. Overall operating expenses increased to 24.8% of net sales in 2008 from 24.5% in 2007, due to the same factors and the inclusion of North Coast, which has higher operating costs as a percentage of sales during the winter. In 2008, we expensed a total of $3.7 million for the amortization of intangible assets recorded under purchase accounting, including $1.6 million in our acquired markets, compared to $2.5 million in 2007.

 

Interest Expense

 

        Interest expense increased $0.3 million to $6.7 million in 2008 from $6.4 million in 2007. We refinanced our credit facilities during the first quarter of 2007 and incurred additional borrowings to finance our acquisitions since March 31, 2007, both of which increased our debt level. Partially offsetting these factors was a decline in average interest rates during 2008, which affected the unhedged portion of our variable-rate debt.

 

Income Taxes

 

        An income tax benefit of $5.5 million was recorded in 2008, an effective tax rate of 40.5%, compared to an income tax benefit of $4.3 million in 2007, an effective tax rate of 40.2%. The slight increase in the effective rate reflects small changes in allocations of taxable income and losses among the states in which we are located.

16

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Certain Quarterly Financial Data

 

        The following table sets forth certain unaudited quarterly data for fiscal years 2008 and 2007 which, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of this data. Results of any one or more quarters are not necessarily indicative of results for an entire fiscal year or of continuing trends. Totals may not foot due to rounding.

 

		Fiscal year 2008						Fiscal year 2007
		Qtr 1			Qtr 2			Qtr 1			Qtr 2			Qtr 3			Qtr 4
		(dollars in millions, except per share data)
		(unaudited)
Net sales		$	398.4		$	304.3		$	380.2		$	286.9		$	484.9		$	493.8
Gross profit			91.7			68.4			91.7			66.2			107.8			108.2
Income (loss) from operations			15.8			(6.9	)		21.1			(4.2	)		26.7			26.3
Net income (loss)		$	5.2		$	(8.1	)	$	8.8		$	(6.3	)	$	11.5		$	11.3
Earnings (loss) per share - basic		$	0.12		$	(0.18	)	$	0.20		$	(0.14	)	$	0.26		$	0.26
Earnings (loss) per share - fully diluted		$	0.12		$	(0.18	)	$	0.20		$	(0.14	)	$	0.26		$	0.25
Quarterly sales as % of year's sales									23.1	%		17.4	%		29.5	%		30.0	%
Quarterly gross profit as % of year's gross profit									24.5	%		17.7	%		28.8	%		28.9	%
Quarterly income (loss) from operations as % of  year's income (loss) from operations									30.2	%		-6.1	%		38.2	%		37.7	%

 

        The calculations of the net loss per share for the second quarters of 2008 and 2007 did not include the effect of stock options since the impact would have been anti-dilutive.

 

 

 

 

 Part II. Other Information

 

Items 1-3 and 5 are not applicable and have been omitted.

 

 

Our Annual Meeting of Shareholders was held on February 7, 2008 to vote on the Company’s Amended and Restated 2004 Stock Plan, which was approved, and to elect a board of seven directors. Each director nominee was elected.

 

The numbers of votes for the Amended and Restated 2004 Stock Plan were as follows:

 

VOTES FOR		VOTES AGAINST		ABSTAIN		NON-VOTES
30,862,975		4,950,869		98,258		4,374,935

 

25

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DIRECTOR NOMINEE		VOTES FOR			VOTES WITHHELD
Robert R. Buck			39,665,271			621,766
Andrew R. Logie			39,798,958			488,079
H. Arthur Bellows, Jr.			38,855,873			1,431,164
James J. Gaffney			39,965,417			321,620
Peter M. Gotsch			39,654,951			632,086
Stuart A. Randle			39,966,417			320,620
Wilson B. Sexton			39,787,879			499,158

 

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Item 6.    Exhibits

 

Exhibit Number		Document Description
10.1		Beacon Roofing Supply, Inc. Amended and Restated 2004 Stock Plan (incorporated herein by reference to Exhibit 10.1 to Beacon Roofing Supply Inc.’s current report on Form 8-K filed on February 11, 2008).
31.1		Certification by Robert R. Buck pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification by David R. Grace pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification by Robert R. Buck and David R. Grace pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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 Signature Page

 

        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, thereunto duly authorized on May 8, 2008.

		BEACON ROOFING SUPPLY, INC.
		BY:	/s/   DAVID R. GRACE
			David R. Grace, Senior Vice President & Chief Financial Officer, and duly authorized signatory on behalf of the Registrant

 

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 Index to Exhibits

Exhibit Number		Document Description
10.1		Beacon Roofing Supply, Inc. Amended and Restated 2004 Stock Plan (incorporated herein by reference to Exhibit 10.1 to Beacon Roofing Supply Inc.’s current report on Form 8-K filed on February 11, 2008).
31.1		Certification by Robert R. Buck pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification by David R. Grace pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification by Robert R. Buck and David R. Grace pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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