Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

See accompanying notes to Condensed Consolidated Financial Statements.

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* Unaudited
** Condensed from audited financial statements

See accompanying Notes to Condensed Consolidated Financial Statements.

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MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

See accompanying Notes to Condensed Consolidated Financial Statements.

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     Property, Plant and Equipment

     Property, plant and equipment are recorded at cost. Significant improvements are capitalized, while maintenance and repair expenditures are charged to operations as incurred. The Company capitalizes interest cost as a component of construction in progress. In general, the straight-line method of depreciation is used for financial reporting purposes and accelerated methods are used for U.S. and certain foreign tax reporting purposes. The annual rates of depreciation are 3% - 6.67% for buildings, 6.67% - 12.5% for machinery and equipment, 8% - 12.5% for furniture and fixtures and 12.5% - 25% for computer equipment and software-related assets.

     Property, plant and equipment are amortized over their useful lives. Useful lives are based on management's estimates of the period that the assets can generate revenue, which does not necessarily coincide with the remaining term of a customer's contractual obligation to purchase products made using those assets. The Company's sales of PCC are predominantly pursuant to long-term contracts, initially ten years in length, with paper mills at which the Company operates satellite PCC plants. The terms of many of these agreements have been extended, often in connection with an expansion of the satellite PCC plant. The Company also continues to supply PCC at one location at which the PCC contract has expired. Failure of a PCC customer to renew an agreement or continue to purchase PCC from a Company facility could result in an impairment of assets charge at such facility.

     Depletion of mineral reserves is determined on a unit-of-extraction basis for financial reporting purposes and on a percentage depletion basis for tax purposes.

     Mining costs associated with waste gravel and rock removal in excess of the expected average life of mine stripping ratio are deferred. These costs are charged to production on a unit-of-production basis when the ratio of waste to ore mined is less than the average life of mine stripping ratio.

     In December 2002, The FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure, an amendment of SFAS No. 123." This statement amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation, and requires additional disclosures in interim and annual financial statements. The FASB recently indicated that they would require stock-based employee compensation to be recorded as a charge to earnings beginning in 2005. The disclosure in interim periods requires pro forma net income and net income per share as if the Company adopted the fair value method of accounting for stock-based awards. The fair value of stock-based awards to employees was calculated using the Black-Scholes option-pricing model, modified for dividends, with the following weighted average assumptions:

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     Pro forma net income and earnings per share reflecting compensation cost for the fair value of stock options were as follows:

     Basic earnings per share are based upon the weighted average number of common shares outstanding during the period. Diluted earnings per share are based upon the weighted average number of common shares outstanding during the period assuming the issuance of common shares for all dilutive potential common shares outstanding. The following table sets forth the computation of basic and diluted earnings per share:

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     The following is a summary of inventories by major category:

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other employee benefits, and lease termination costs. During the first quarter of 2004, additional severance costs related to this program of approximately $0.6 million were recorded.

     The following is a reconciliation of the restructuring liability as of March 28, 2004:

     Effective January 1, 2003, the Company adopted SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This statement addresses financial accounting and reporting for costs associated with exit or disposal activities.

     During the first quarter of 2003, the Company paid approximately $660,000 of one-time termination benefits to a group of employees at the Specialty Minerals facility in the United Kingdom. Such charge was included in cost of goods sold.

     The Company accounts for goodwill and other intangible assets in accordance with Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets." Under SFAS No. 142, goodwill and other intangible assets with indefinite lives are no longer amortized, but instead are tested for impairment at least annually in accordance with the provisions of SFAS No. 142.

     The carrying amount of goodwill was $52.7 million as of March 28, 2004 and December 31, 2003, respectively.

     Acquired intangible assets subject to amortization as of March 28, 2004 and December 31, 2003 were as follows:

     The weighted average amortization period for acquired intangible assets subject to amortization is approximately 15 years. Estimated amortization expense is $0.4 million for each of the next five years through 2009.

     Included in other assets and deferred charges is an intangible asset of approximately $12.6 million which represents the non-current unamortized amount paid to a customer in connection with contract extensions at eight PCC satellite facilities. In addition, a current portion of $1.8 million is included in prepaid expenses and other current assets. Such amounts will be amortized as a reduction of sales over the remaining lives of the customer contracts. Approximately $0.5 million was amortized in the first quarter of 2004. Estimated amortization as a reduction of sales is as follows: 2004 - $1.8 million; 2005 - $1.8 million; 2006 - $1.8 million; 2007 - $1.8 million; 2008 - $1.8 million; with smaller reductions thereafter over the remaining lives of the contracts.

     The Company accounts for impairment of long-lived assets in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 establishes a uniform accounting model for disposition of long-lived assets. This Statement also requires that long-lived assets be reviewed for impairment

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whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. There was no charge for impairment during the first quarter of 2004.

     The following is a summary of long-term debt:

     The company and its subsidiaries have pension plans covering substantially all eligible employees on a contributory or non-contributory basis.

     The following are the components of comprehensive income:

     The components of accumulated other comprehensive loss, net of related tax, are as follows:

     Effective January 1, 2003, the Company adopted SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 establishes the financial accounting and reporting for obligations associated with the retirement of long-lived assets and the associated asset retirement costs. This statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset.

     Upon adoption, the Company recorded a non-cash, after-tax charge to earnings of approximately $3.4 million for the cumulative effect of this accounting change related to retirement obligations associated with the Company's PCC satellite facilities and its mining properties, both within the Specialty Minerals segment.

     The following is a reconciliation of asset retirement obligations as of March 28, 2004:

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     Segment information for the three months March 28, 2004 was as follows:

     Included in income from operations for the Specialty Minerals and Refractories segments for the first quarter of 2004 are restructuring costs of $0.4 million and $0.2 million, respectively.

     Included in income from operations of the Specialty Minerals segment for the first quarter of 2003 was a charge for one-time termination benefits of $0.7 million.

     The carrying amount of goodwill by reportable segment as of March 28, 2004 and December 31, 2003 was as follows:

12

     A reconciliation of the totals reported for the operating segments to the applicable line items in the condensed consolidated financial statements is as follows:

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The Board of Directors and Shareholders
Minerals Technologies Inc.:

     We have reviewed the condensed consolidated balance sheet of Minerals Technologies Inc. and subsidiary companies as of March 28, 2004 and the related condensed consolidated statements of income and cash flows for the three-month periods ended March 28, 2004 and March 30, 2003. These financial statements are the responsibility of the company's management.

     We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

     Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

     As discussed in Note 12 to the condensed consolidated financial statements, effective January 1, 2003, the Company adopted the provisions of SFAS No. 143, "Accounting for Asset Retirement Obligations."

     We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of Minerals Technologies Inc. and subsidiary companies as of December 31, 2003, and the related consolidated statements of income, shareholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated January 22, 2004, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2003 is fairly presented, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

                                                                                                                                                                     KPMG LLP

New York, New York
April 29, 2004

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These external factors have had an effect on our growth rates over the last few years and in the first quarter of 2004. Our sales grew 4% over the first quarter of 2003. This growth was due to the favorable effect of foreign currency. Our operating income declined 11% from the first quarter of 2003. This decline was partially attributable to the agreement with International Paper (IP), which was finalized in the second quarter of 2003. This will reduce our sales and operating profits in the short run, but we expect it will add significant value over the next several years.

     We face some significant risks and challenges in the future:

• Our success depends in part on the performance of the industries we serve, particularly papermaking and steel making. Our customers continue to face a difficult business environment, and may experience further shutdowns or bankruptcies;
   
• The recent wave of consolidations in the paper and steel industries concentrates purchasing power in the hands of fewer customers, increasing pricing pressure on suppliers such as MTI;
   
• Most of our Precipitated Calcium Carbonate ("PCC") sales are under long-term contracts with paper companies at whose mills we operate satellite PCC plants; when they reach their expiration dates these contracts may not be renewed, or may be renewed on terms less favorable to us;
   
• The cost of employee benefits, particularly health insurance and pension expense, has risen significantly in recent years and continues to do so;
   
• We are experiencing increased costs of magnesia and talc imported from China, including higher shipping costs;
   
• Although the SYNSIL^® products family has received favorable reactions from potential customers and we have signed two supply contracts, this product line is not yet profitable and its commercial viability cannot be assured; and
   
• As we expand our operations abroad we face the inherent risks of doing business in many foreign countries, including foreign exchange risk, import and export restrictions, and security concerns.
   

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     Despite these risks and challenges, we are optimistic about the opportunities for continued growth that are open to us, including:

• Increasing our sales of PCC for paper by further penetration of the markets for paper filling at both free sheet and groundwood mills;
   

• Increasing our sales of PCC for paper coating, particularly from the coating PCC facility under construction in Walsum, Germany, which we expect will be completed in September 2004;
   

• Continuing research and development activities for new products, in particular our joint development project with IP to develop and implement a filler-fiber composite technology;
   

• Achieving market acceptance of the SYNSIL^® family of synthetic silicate materials for the glass industry;
   

• Increasing market penetration in the Refractories segment through higher value specialty products and application systems; and
   

• Continuing our penetration in both business segments into China, including the recently announced construction of two four-unit satellite PCC plants through our joint venture with Asia Pulp & Paper Company Pte. Ltd. (APP China) and the construction of a new facility for the Refractories segment.
   

     However, there can be no assurance that we will achieve success in implementing any one or more of these opportunities.

     Worldwide net sales in the first quarter of 2004 increased 4% from the previous year to $209.5 million. Foreign exchange had a favorable impact on sales of approximately $10.0 million or 5 percentage points of growth. Sales in the Specialty Minerals segment, which includes the PCC and Processed Minerals product lines, increased 4% to $143.7 million compared with $137.8 million for the same period in 2003. Sales in the Refractories segment grew 3% over the previous year to $65.8 million. Most of the sales growth in both divisions was due to the favorable impact of foreign exchange.

     Worldwide net sales of PCC, which is primarily used in the manufacturing process of the paper industry, increased 3% in the first quarter to $112.3 million from $109.3 million in the prior year. Favorable foreign exchange more that offset the impact of the IP agreement. Paper PCC volumes grew slightly over prior year. Sales of Specialty PCC, used in non-paper applications, increased slightly.

     Net sales of Processed Minerals products increased 10% in the first quarter to $31.4 million from $28.5 million in the first quarter of 2003. This increase was primarily attributable to strong demand from the residential construction and plastics industries.

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     Net sales in the Refractories segment in the first quarter of 2004 increased 3% to $65.8 million from $63.7 million in the prior year. Excluding the favorable impact of foreign exchange, sales would have declined approximately 4%. The decline in sales was primarily due to the reduced number of equipment installations in the current year as compared with very strong equipment sales for the same period last year. This segment also continued to face some weakness in Latin America.

     Net sales in the United States were $125.0 million in the first quarter of 2004, slightly higher than the $124.5 in the prior year. International sales in the first quarter of 2004 increased 10% primarily as a result of the impact of foreign exchange.

On May 28, 2003, we reached a two-part agreement with IP that extended eight PCC plant supply contracts and gave us an exclusive license to patents held by IP relating to the use of novel fillers, such as PCC-fiber composites. We made a one-time $16 million payment to IP in exchange for the contract extensions and a technology license, which will be amortized as a reduction of sales over the duration of the extended contracts. In addition, prices were adjusted at certain of the IP facilities covered by the contact extensions. The overall impact of the revisions to the IP contracts was to reduce earnings by approximately $0.03 per share in the first quarter of 2004.

In March, we signed our second commercial contract with the same major glass manufacturer for the use of our SYNSIL^® products.

 * Percentage not meaningful

     Cost of goods sold was 76.3% of sales compared with 75.3% of sales in the prior year. In the Specialty Minerals segment, production margins decreased 3% despite 4% sales growth. Margins in this segment were affected primarily by the impact of the IP agreement. In the Refractories segment, production margins increased 4%, slightly above the sales growth rate.

     Marketing and administrative costs increased 5% in the first quarter to $22.2 million and represented 10.6% of net sales as compared with 10.5% of net sales in the prior year. Both segments increased marketing expenses to support worldwide business development efforts.

     Research and development expenses increased 12% to $6.8 million and represented 3.3% of net sales due to increased development activities in both segments, particularly in the IP filler/fiber composite material development efforts.

   During the fourth quarter of 2003, we restructured our operations to reduce operating costs and improve efficiency. As part of this restructuring program, we recorded $0.6 million in charges for the first quarter of 2004. The restructuring charges relate to workforce reductions from all of our business units and the termination of certain leases.  

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     Income from operations in the first quarter of 2004 decreased 11% to $20.1 million from $22.6 million in the first quarter of 2003. Income from operations decreased to 9.6% of sales as compared with 11.2% of sales in 2003.

     Income from operations for the Specialty Minerals segment decreased 13% to $13.5 million and was 9.4% of its net sales. Unfavorable leveraging to operating income for this segment was primarily due to the impact of the IP agreement and weak market conditions in the paper industry. Operating income for the Refractories segment declined 6% to $6.6 million and was 10.0% of its net sales. The decline was due primarily to increased expenses to support worldwide business development efforts.

     The increase in non-operating deductions was due primarily to the impact of foreign exchange.