UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~Washington,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K

~~Pursuant~~CURRENT ~~to Section 13 or 15(d) of the Securities and Exchange Act of 1934~~REPORT

~~Date~~Pursuant ofto ~~Report~~Section 13 OR 15(~~Date~~d) of ~~earliest~~The ~~event~~Securities ~~reported):~~and ~~November 1,~~Exchange ~~2010~~Act ~~(October 29,~~of ~~2010)~~1934

~~ROCK~~Date OFof ~~AGES~~Report ~~CORPORATION~~(Date of earliest event reported): January 20, 2011 (January 18, 2011)

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

Vermont		0-29464		03-0153200
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

(Exact name of registrant as specified in its charter)

560 Graniteville Road, Graniteville Vermont	05654
Vermont	0-29464	03-0153200
(Address of principal executive offices)	(Zip Code)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:


560 Graniteville Road, Graniteville, Vermont		05654

(Address of principal executive offices)		(Zip Code)

o Registrant’s ~~Written~~telephone ~~communications~~number, ~~pursuant~~including toarea ~~Rule~~code ~~425 under the Securities Act~~ (~~17 CFR 230.425~~802) 476-3121

þCheck ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~14a~~the Form 8-12K ~~under~~filing is intended to simultaneously satisfy the filing ~~Exchange~~obligation ~~Act~~of ~~(17~~the ~~CFR~~Registrant ~~240.14a-12)~~under any of the following provisions:

o ~~Pre-commencement~~Written communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425))

o ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~ROCK~~o OFPre-commencement ~~AGES~~communications ~~CORPORATION~~ pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~FORM~~o 8Pre-K commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~TABLE ~~8.01~~OF ~~Other Events~~CONTENTS

OnItem ~~Friday~~3.01. ~~evening,~~Notice ~~October 29,~~of ~~2010,~~Delisting ~~the~~or ~~Company~~Failure ~~became~~to ~~aware~~Satisfy ~~that~~ a ~~second purported~~Continued ~~class~~Listing ~~action,~~Rule inor ~~addition~~Standard; toTransfer ~~the~~of ~~previously~~Listing ~~reported~~Item ~~Semon~~5.01. ~~litigation, was~~Changes ~~filed on October 27, 2010~~ in ~~the~~Control ~~United States District Court for the District~~ of ~~Vermont.~~Registrant ~~The~~Item ~~new action, Vladimir Gusinsky Revocable Trust v~~5. ~~Rock of Ages Corp~~02. etDeparture ~~al.,~~of ~~names~~Directors asor ~~defendants~~Principal ~~the~~Officers; ~~Company,~~Election ~~each~~ of ~~its~~Directors; ~~current directors,~~Appointment ~~Swenson Granite Company LLC (“Swenson Granite”) and Granite Acquisition, LLC, which is wholly owned by Swenson Granite. None~~ of ~~the defendants~~Principal ~~have~~Officers ~~yet~~Item ~~been served~~5. ~~The~~07. ~~plaintiff~~Submission alleges, among other things, that the individual defendants breached their fiduciary duties in approving the previously announced merger agreement among the Company, Swenson Granite and Granite Acquisition, LLC, providing for the acquisition of ~~the~~Matters ~~Company~~to ~~through~~ a ~~merger~~Vote of ~~Granite Acquisition,~~Security ~~LLC~~Holders ~~with~~Item ~~and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Swenson Granite~~8. ~~Plaintiff further alleges that Swenson Granite and Granite Acquisition, LLC aided and abetted such breaches of duty~~01. ~~The~~Other ~~plaintiff~~Events ~~seeks,~~Item ~~among other things, to enjoin the proposed merger, or alternatively, to rescind the transaction in the event it is consummated~~9. ~~The~~01. ~~Company~~Financial ~~believes~~Statements ~~the complaint is without merit~~ and ~~plans~~Exhibits aSIGNATURES ~~vigorous~~EXHIBIT ~~defense~~INDEX EX-99. 1

AdditionalTable Information of Contents

~~In connection with its proposed acquisition by Swenson Granite Company LLC through the merger of Granite Acquisition, LLC into the Company, on October~~Item 29, 2010, the Company filed with the Securities and Exchange Commission (SEC) preliminary forms of, and expects to file in the future with the SEC revised preliminary and definitive forms of, a proxy statement and other relevant materials3. INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE APPLICABLE PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED MERGER01. ~~Investors~~Notice ~~and security holders may obtain a free copy~~ of ~~the~~Delisting ~~applicable~~or ~~proxy~~Failure ~~statement~~to ~~and~~Satisfy ~~such~~a ~~other~~Continued ~~materials (when~~Listing ~~available)~~Rule ~~and~~or ~~other documents filed by the Company with the SEC from the SEC’s~~Standard; ~~web~~Transfer site at http://www.sec.gov. The applicable proxy statement and such other materials (when available) and other documents filed by the Company with the SEC may also be obtained for free from the Company by directing a request to Rock of ~~Ages Corporation, Chief Financial Officer, 560 Graniteville Road, Graniteville, Vermont 05654, telephone: (802) 476-3115~~Listing.

~~The~~On ~~Company~~October 18, ~~and its directors~~2010, ~~executive~~Rock ~~officers and certain other members~~ of ~~its~~ ~~management~~Ages ~~and~~Corporation ~~employees~~(the ~~may~~“ beCompany”) ~~deemed~~entered tointo bean ~~participants~~Agreement inand Plan ~~the solicitation~~ of ~~proxies~~ ~~from~~Merger ~~its~~(the ~~shareholders~~“ inMerger ~~connection~~Agreement”) with ~~the~~Swenson ~~proposed~~Granite ~~merger. Information regarding the interests of the~~ Company’s ~~participants~~LLC in(“ ~~the solicitation is included~~Parent”) inand ~~the~~Granite ~~preliminary~~Acquisition, ~~form of~~LLC, ~~and~~a ~~will~~limited beliability ~~included~~company inwholly ~~any~~owned ~~revised~~by ~~preliminary~~Parent ~~and~~(“ Merger ~~definitive~~Sub”). ~~form~~On ofJanuary 19, ~~proxy~~2011, ~~statement~~pursuant ~~and related materials relating~~ to the ~~proposed merger~~terms ~~filed~~of ~~or to be filed with~~ the ~~SEC.~~Merger ~~Additional~~Agreement, ~~information~~Merger ~~regarding~~Sub ~~the~~was ~~Company’s~~merged ~~directors~~with and ~~executive~~into ~~officers is also included in~~ the Company’s ~~proxy statement~~(the ~~for~~“ ~~its~~Merger”), ~~2010~~and ~~Annual~~as ~~Meeting~~a result of ~~Stockholders which was filed with~~ the ~~SEC~~Merger, onthe ~~July 19,~~separate ~~2010.~~limited ~~This~~liability ~~document~~company isexistence ~~available~~of ~~free~~Merger ofSub ~~charge~~ceased ~~from~~and the ~~SEC’s~~Company, ~~Web~~as ~~site~~the atsurviving ~~www.sec.gov.,~~corporation orin ~~from~~ the ~~Company~~Merger, bybecame ~~directing~~ a ~~request~~wholly toowned ~~Rock~~subsidiary of ~~Ages Corporation, Chief Financial Officer, 560 Graniteville Road, Graniteville, Vermont 05654, telephone: (802) 476-3115~~Parent.

~~SIGNATURES~~Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger: (1) all shares of the Company’s Class A Common Stock, no par value per share (the “ Company Class A Common Stock”), and the Company’s Class B Common Stock, no par value per share (the “ Company Class B Common Stock”, and together with the Company Class A Common Stock, the “ Company Common Stock”) that were held: (A) in the treasury of the Company or (B) by Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent, were canceled; (2) each other share of Company Common Stock issued and outstanding immediately prior to the Merger (other than any shares as to which a dissenting shareholder has properly asserted dissenters’ rights under Vermont law) was converted into the right to receive $5.25 in cash without interest (the “ Merger Consideration”); and (3) the limited liability interests of Merger Sub were converted into and became one share of Company Class B common stock.

~~Pursuant~~As toa result of the Merger, the Company no longer fulfills the numerical listing requirements of The NASDAQ Global Market (“ NASDAQ”), and at the close of business on January 19, 2011 the Company Class A Common Stock ceased trading on NASDAQ. Also on January 19, 2011, at the Company's request, NASDAQ filed with the Securities and Exchange Commission (the “ SEC”) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act”) on Form 25 to delist the Company Class A Common Stock from NASDAQ and deregister the ~~registrant~~Company ~~has~~Class A ~~duly~~Common ~~caused~~Stock ~~this~~under ~~report~~Section 12(b) of the Exchange Act. The Company expects to befile ~~signed~~with onthe ~~its~~SEC ~~behalf~~a byForm 15 Certification and Notice of Termination of Registration Under Section 12(g) of the ~~undersigned~~Securities ~~hereunto~~Exchange ~~duly~~Act ~~authorized~~of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934, whereupon the Company’s reporting obligations under Sections 13 and 15 of the Exchange Act will be suspended.

	ROCK OF AGES CORPORATION
Date: November 1, 2010	By:	/s/ Laura Plude
		Laura Plude, Vice President and
		Chief Financial Officer

A copy of the press release issued by the Company announcing the completion of the Merger is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 5.01. Changes in Control of Registrant

At the effective time of the Merger on January 19, 2011, the Company became a wholly owned subsidiary of Parent, as described in Item 3.01 of this Current Report on Form 8-K, and the composition of the Company’s board of directors changed as described in Item 5.02 of this Current Report on Form 8-K.

The information set forth in Items 3.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

The Merger Consideration will be funded through a combination of: (1) Parent’s internally available cash; (2) a $20 million revolving credit line provided to Parent by People’s United Bank and Key Bank, National Association (together, the “ Lenders”); and (3) a $30 million acquisition and capital expenditures line provided to Parent by the Lenders.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

At the effective time of the Merger, James L. Fox, Pamela G. Sheiffer, Frederick E. Webster Jr., Ph.D., Donald M. Labonte and Richard C. Kimball ceased to be directors of the Company and members of any committee of the Company’s board of directors, which cessation was not because of any disagreements with the Company relating to the Company’s operations, policies or practices.

Pursuant to the Merger Agreement, the managers of Merger Sub immediately prior to the effective time of the Merger (Kurt Swenson, Kevin Swenson and Robert Pope) became, at the effective time of the Merger, the initial directors of the Company, as the surviving corporation in the Merger, to serve in accordance with the articles of incorporation and bylaws of the Company, as the surviving corporation in the Merger, until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal. Also at the effective time of the Merger, Robert Pope was appointed the President and Chief Executive Officer, and Donald M. Labonte became the Chief Operating Officer, of the Company as the surviving corporation in the Merger. Information with respect to Messrs. Kurt Swenson, Kevin Swenson, Pope and Labonte is contained in the Definitive Proxy Statement originally filed by the Company with the SEC on December 16, 2010 and such information is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 18, 2011, the Company held a special meeting of shareholders. The Company Class A Common Stock is entitled to one vote per share and the Company Class B Common Stock is entitled to ten votes per share. Holders of 3,894,584 shares of Company Class A Common Stock and 2,588,630 shares of Company Class B Common Stock, representing a total of 29,780,884 votes, were present in person or by proxy at the special meeting.

At the special meeting, Proposal No. 1, to approve the Merger Agreement, was adopted by the requisite vote of shareholders. The vote on Proposal No. 1 was as follows:

FOR: 29,162,743 votes

AGAINST: 359,667 votes

ABSTAIN: 258,474 votes

BROKER NON-VOTES: N/A

The above vote included 2,986,642 shares of Company Class A Common Stock voting FOR Proposal No. 1 (excluding such shares so voted owned directly or through a broker or other nominee by members of Parent as certified by Parent to the Company), constituting approximately 68% of the outstanding shares of Company Class A Common Stock (excluding such shares owned directly or through a broker or other nominee by members of Parent as certified by Parent to the Company), thereby satisfying the condition in the Merger Agreement that, in addition to the Merger Agreement being approved by a majority of the votes represented by the outstanding Company Class A Common Stock and Company Class B Common Stock, voting together as a single group, the “Majority of the Minority Approval” also be obtained. The 2,986,642 shares of Company Class A Common Stock voted for Proposal No. 1 by holders of Company Class A Common Stock who are not members of Parent represented approximately 86% of the total shares of Company Class A Common Stock held by holders who are not members of Parent who were present in person or by proxy at the special meeting.

Proposal No. 2, to adjourn the special meeting if necessary to permit the further solicitation of proxies if there were insufficient votes of shares of Company Class A Common Stock to obtain the Majority of the Minority Approval, was mooted in light of the vote on Proposal No. 1. Nevertheless, the vote on Proposal No. 2, which required for approval that the votes cast in favor exceed the votes cast against, was tabulated and was as follows:

FOR: 29,136,296 votes

AGAINST: 376,245 votes

ABSTAIN: 268,343 votes

BROKER NON-VOTES: N/A

Accordingly, Proposal No. 2 was approved at the special meeting.

Item 8.01. Other Events.

On January 20, 2011, the Company issued a press release announcing the completion of the Merger. As a result of the Merger, the Company became a wholly owned subsidiary of Parent.

The press release announcing the completion of the Merger is included as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


99.1		Press Release Dated January 20, 2011

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.


	ROCK OF AGES CORPORATION
Date January 20, 2011	By:	/s/ Laura A. Plude
		Laura A. Plude
		Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit
Number		Description
99.1		Press Release issued by Rock of Ages Corporation on January 20, 2011.

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