The Company also owned at December 31, 2004 12 plants engaged in the mining, processing and/or production of lime, limestone, precipitated calcium carbonate, talc and SYNSIL® products and owned or leased approximately 19 refractory manufacturing facilities worldwide. The Company's corporate headquarters, sales offices, research laboratories, plants and other facilities are owned by the Company except as otherwise noted. Set forth below is certain information relating to the Company's plants and office and research facilities.

     The Company believes that its facilities, which are of varying ages and are of different construction types, have been satisfactorily maintained, are in good condition, are suitable for the Company's operations and generally provide sufficient capacity to meet the Company's production requirements. Based on past loss experience, the Company believes it is adequately insured with respect to these assets, and for liabilities which are likely to arise from its operations.

     On June 15, 2004, the Company filed suit against Switzerland-based Omya AG for patent infringement seeking injunctive relief and damages in the United States District Court for the Southern District of New York. The suit alleges that Omya and its subsidiaries have infringed, are inducing the infringement of, or are contributing to the infringement of two patents held by the Company covering the use of calcium carbonate in the manufacture of acidic paper. The Company's technology is commonly referred to as acid tolerant technology and is commercialized by its wholly-owned subsidiary, Specialty Minerals Inc., through its AT^® precipitated calcium carbonate. Minerals Technologies argues that its business has been, and continues to be, damaged by this alleged infringement.

     On December 30, 2004 and January 4, 2005, two subsidiaries of OMYA AG filed a lawsuit against the Company in the Specialized Section for Industrial Law of the Court of Turin in Turin, Italy, seeking a declaratory judgment that they have not committed acts of unfair competition against the Company and that two of the Company's European patents are invalid and not infringed by certain OMYA calcium carbonate products. One of the two European patents in this case is the counterpart of the two United States patents at issue in the Company's June 15, 2004 suit described above. This matter currently is in a preliminary stage.

     As previously reported, certain of the Company's subsidiaries are among numerous defendants in a number of cases seeking damages for exposure to silica or to asbestos containing materials. Most of these claims do not provide adequate information to assess their merits, the likelihood that the Company will be found liable, or the magnitude of such liability if any. Additional claims of this nature may be made against the Company or its subsidiaries. At this time management anticipates that the amount of the Company's liability, if any, and the cost of defending such claims, will not have a material effect on its financial position or results of operations.

     As previously reported, on April 9, 2003, the Connecticut Department of Environmental Protection ("DEP") issued an administrative consent order relating to our Canaan, Connecticut plant where both our Refractories segment and Specialty Minerals segment have operations. We agreed to the order which includes provisions requiring investigation and remediation of contamination associated with historic use of polychlorinated biphenyls (PCBs) at a portion of the site. The following is the present status of the remediation efforts:

     We believe that the most likely form of remediation will be to leave existing contamination in place, encapsulate it, and monitor the effectiveness of the encapsulation.

     We estimate that the cost of the likely remediation above would approximate $200,000 and that amount has been recorded as a liability on our books and records.

     The Company is evaluating options for upgrading the wastewater treatment facilities at its Adams, Massachusetts, plant. This work is being undertaken pursuant to an administrative consent order issued by the Massachusetts Department of Environmental Protection on June 18, 2002. The order required payment of a civil fine in the amount of eighteen thousand five hundred dollars ($18,500), the investigation of options for ensuring that the facility's wastewater treatment ponds will not result in discharge to groundwater, and closure of a historic lime solids disposal area. The Company is committed to identifying appropriate improvements to the wastewater treatment system by 2007, and to implementing the improvements by June 1, 2012. Preliminary engineering reviews indicate that the estimated cost of these upgrades to operate this facility beyond 2012 may be between $6 million to $8 million. The Company estimates that remediation costs would approximate $100,000, which has been accrued as of December 31, 2004

     The Company and its subsidiaries are not party to any other material pending legal proceedings, other than routine litigation incidental to their businesses.

     No matters were submitted to a vote of security holders during the fourth quarter 2004.

     The Company's common stock is traded on the New Stock Exchange under the symbol "MTX."

     Information on market prices and dividends is set forth below:

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     On February 22, 2001, the Company's Board of Directors authorized the Company's Management Committee, at its discretion, to repurchase up to $25 million in additional shares per year over the next three-year period. As of December 31, 2004, the Company had repurchased approximately 619,500 shares under this program at an average price of approximately $40 per share. No shares were repurchased in 2004 under this program.

     On October 23, 2003, the Company's Board of Directors authorized the Company's Management Committee, at its discretion, to repurchase up to $75 million in additional shares over the next three-year period. As of December 31, 2004, the Company had purchased 293,100 shares under this program at an average price of approximately $55 per share.

     On January 26, 2005, the Company's Board of Directors declared a regular quarterly dividend on its common stock of $0.05 per share. No dividend will be payable unless declared by the Board and unless funds are legally available for payment thereof.

     On February 28, 2005, the last reported sales price on the NYSE was $62.65 per share. As of February 28, 2005, there were approximately 201 holders of record of the common stock.

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     At Minerals Technologies, over 80% of our sales are to customers in two industries: papermaking and steelmaking. The adverse economic environment of the past several years has had severe effects on the paper industry, by far our largest customer group, as paper mills have closed or taken significant downtime and the industry has consolidated. The effect on the steel industry has been even more dramatic, with several large steel makers declaring bankruptcy. Although the overall economy began to improve in late 2003 and early 2004, the paper and steel industries had been slow to participate in the recovery, while maintaining pricing pressure on their suppliers. For most of 2004, we experienced improved conditions, particularly in the steel industry and construction industry in North America. As a result, we reflected an improved performance in 2004 in both segments.

     Our net sales grew 14% over the prior year from $813.7 million to $923.7 million. Foreign exchange had a favorable impact on sales of approximately 3.5 percentage points of growth. Operating income grew 15% to $89.1 million from $77.2 million in the prior year. Net income grew 22% to $58.6 million from $48.2 million in 2003.

     The comparison of our operating income and net income in the past three years has been affected by a number of factors:

• In 2002, we recorded an impairment charge of $0.8 million related to a satellite PCC plant at a paper mill which was permanently shut down;
• We adopted SFAS No. 143, "Accounting for Asset Retirement Obligations," in the first quarter of 2003, which resulted in a charge to earnings of about $3.4 million, net of tax and annual ongoing costs of approximately $0.04 per share;
• In the fourth quarter of 2003, we recorded charges relating to reduction of approximately 3% in our worldwide workforce; the planned closure of the facility at River Rouge, Michigan, which we acquired in 2001 as part of the refractory business of Martin Marietta Materials; and the retirement of some SYNSIL^® Products manufacturing assets, which had been made obsolete by improvements in the production process. The total effect was to reduce pretax income by about $6.5 million.
• We recorded additional restructuring costs of $1.1 million in 2004 in relation to the workforce reduction program that began in the fourth quarter of 2003.
• We recognized a $1.0 million pre-tax corporate charge in the fourth quarter of 2004 related to due diligence for a terminated acquisition effort.

     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 steelmaking. Some of our customers may continue to face a difficult business environment, and may experience further shutdowns.
• 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 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;

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• The cost of employee benefits, particularly health insurance, has risen significantly in recent years and continues to do so;
• We are experiencing increased cost of magnesia and talc imported from China, including higher shipping costs and higher other raw material costs in both segments;
• We are also experiencing increased energy costs in both our business segments;
• 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.

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

• Increasing our sales 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 in Walsum, Germany;
• Continuing research and development activities for new products, in particular our joint project with International Paper to develop and implement a filler-fiber composite technology;
• Achieving market acceptance of the SYNSIL^® Products' family of composite minerals for the glass industry;
• Continuing our penetration in both business segments into China, including the start-up of two four-unit satellite PCC plants through our joint venture with Asia Pulp & Paper (China) Pte. Ltd. ("APP China"), and our new facility for the Refractories segment;
• Increase market penetration in the Refractories segment through higher value specialty products and application systems.

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

     Worldwide net sales in 2004 increased 14% from the previous year to $923.7 million. Foreign exchange had a favorable impact on sales of approximately $28.2 million or 3 percentage points of growth. Sales in the Specialty Minerals segment, which includes the PCC and Processed Minerals product lines, increased 12% to $623.4 million compared with $557.1 million for the same period in 2003. Sales in the Refractories segment grew 17% over the previous year to $300.3 million. In 2003, worldwide net sales increased 8% to $813.7 million from $752.7 million in the prior year. Specialty Minerals segment sales increased approximately 7% and Refractories segment sales increased approximately 10% in 2003.

     Worldwide net sales of PCC, which is primarily used in the manufacturing process of the paper industry, increased 11% to $484.7 million from $436.1 million in the prior year. Worldwide net sales of Paper PCC increased 11% to $434.0 million from $389.6 million in the prior year. Paper PCC volumes grew 7% for the full year with volumes in excess of 3.7 million tons. In 2004, worldwide printing and writing paper production increased 5.3% over 2003, and demand for uncoated freesheet, our largest market for PCC, increased slightly in 2004. Sales growth was achieved in all regions. Excluding the effect of foreign currency, European sales grew 12%. This was due to an overall increase in production of printing and writing papers in that region. Asia reported 10% growth,

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excluding the effect of foreign currency, primarily due to our new satellite facility in Malaysia. North America also performed strongly with 6% growth aided by the restart of our Millinocket, Maine, satellite facility which has been idle since December 2002. Sales of Specialty PCC grew 9% to $50.7 million from $46.5 million in 2003. This growth was primarily attributable to improved volumes, especially in automotive and consumer applications. PCC sales in 2003 increased 3% to $436.1 million from $423.0 million in the prior year. In 2003, United States printing and writing paper shipments were down 2.8 percent, and demand for uncoated freesheet, our largest market for PCC was down 1 percent, compared with 2002. Sales of PCC for paper were adversely affected by these decreases in production. The implementation of the International Paper agreements also had a negative impact on sales. However, the favorable effect of foreign exchange more than offset these factors.

     Net sales of Processed Minerals products in 2004 increased 15% to $138.7 million from $121.0 million in 2003. The growth in this product line was attributed to the continued strength of the residential construction market and the Company's increased penetration in the building products and plastics industries. Processed Minerals net sales in 2003 increased 24.6% to $121.0 million from $97.1 million in 2002. This increase was primarily attributable to the acquisition of Polar Minerals Inc. Full year sales in 2003, excluding Polar Minerals increased approximately 9% due to strong demand from the residential construction-related industries and from new polymer and health-care applications for our talc products.

     Net sales in the Refractories segment in 2004 increased 17% to $300.3 million from $256.6 million in the prior year. The favorable impact of foreign exchange was approximately 5 percentage points of the sales growth. This underlying growth was primarily attributable to both improved performance and better steel industry conditions in North America, our largest market, where sales grew 25% over the prior year. Steel production in the United States increased 5.2% in 2004. Net sales in the Refractories segment in 2003 increased 10.3% to $256.6 million from $232.6 million in the prior year. The increase in sales for the Refractories segment in 2003 was primarily attributable to increased sales of equipment and application systems in Europe, and the favorable impact of foreign exchange.

     Net sales in the United States was $558.2 million in 2004, approximately 12% higher than in the prior year. International sales in 2004 increased 17%. Foreign exchange had a 3% impact on sales growth. In 2003, domestic net sales were 4% higher than the prior year and international sales were 16% greater than in the prior year primarily due to the impact of foreign exchange.

     Cost of goods sold in 2004 was 76.8% of sales compared with 75.7% in the prior year. Our cost of goods sold grew 15% which had an unfavorable leveraging impact on our sales growth resulting in an 8% increase in production margin. This unfavorable leveraging occurred in both reporting segments. In the Specialty Minerals segment, production margins were affected by higher raw material costs, energy costs and start-up costs for our new plant in Walsum, Germany. In the Refractories segment, the production margin was impacted by the higher cost of magnesia and other raw materials and increased energy costs.

     In 2003, cost of goods sold was 75.7% of sales compared with 75.5% in 2002. Our production margin increased at approximately the same rate as sales. In the Specialty Minerals segment, production margins increased 2% despite a 7% sales growth. Margins in this segment were affected by the shutdown of the Millinocket satellite PCC plant, continuing development costs in the coating PCC program, the effect of the revisions to the IP contracts, and weakness in the Specialty PCC product line. In the Refractories segment, production margins increased 19%, almost double the sales growth. This was due to an improved product mix, increased product and equipment system sales, and improved manufacturing operations.

     Marketing and administrative costs increased 11% in 2004 to $92.8 million and represented 10.1% of net sales from 10.3% of net sales in 2003. Both segments increased marketing expenses to support worldwide business development efforts. The Company also experienced higher litigation costs to protect our intellectual property as well as higher corporate expenses associated with the Sarbanes-Oxley Section 404 implementation. In 2003, marketing and administrative costs increased 13% to $83.8 million and increased to 10.3% of net sales from 9.9% of net sales in 2002.

     Research and development expenses increased 16% to $29.0 million and represented 3.1% of net sales due to increased product development activities in both segments, but particularly in the PCC product line as we continue our commitment to the filler-fibre

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composite mineral program and coating trial activities. In 2003, research and development expenses increased 10.6% and represented 3.1% of sales.

     We recorded bad debt expenses of $1.6 million and $5.3 million in 2004 and 2003, respectively. In 2004, the provision for bad debt was net of recoveries of approximately $2.3 million related to steel company bankruptcies, in which we had previously written off the related accounts receivable. In 2003, these charges were primarily related to additional provisions and associated with potential risks to our customers in the steel, paper and other industries and several customer bankruptcy filings.

     In the fourth quarter of 2004, the Company recognized $1.0 million in pre-tax corporate charges related to due diligence costs from a terminated acquisition effort.

     During the fourth quarter of 2003, we restructured our operations to reduce operating costs and improve efficiency. This resulted in a 2003 restructuring charge of $3.3 million. As part of this restructuring program, we recorded $1.1 million in additional charges in 2004. The restructuring charges relate to workforce reductions from all business units throughout our worldwide operations and the termination of certain leases.

     During the fourth quarter of 2003, we recorded a write-down of impaired assets of $3.2 million. The impairment charges were related to the closure of our operations in River Rouge, Michigan, in 2004 and the retirement of certain SYNSIL^® Products' assets that have been made obsolete.

     Income from operations in 2004 increased 15% to $89.1 million from $77.2 million in 2003. Income from operations was 9.6% of sales as compared with 9.5% of sales in 2003. Income from operations in 2003 decreased 4.6% to $77.2 million from $80.9 million in 2002. Income from operations decreased to 9.5% of sales as compared with 10.7% of sales in 2002. This decrease was primarily due to the aforementioned restructuring and impairment costs.

     Income from operations for the Specialty Minerals segment increased 8% to $59.7 million and was 9.6% of its net sales. Unfavorable leveraging to operating income for this segment was primarily due to the impact of higher raw material and energy costs, new plant start-up costs, and higher litigation and other expenses. Operating income for the Refractories segment increased 39% to $30.4 million and was 10.1% of its net sales. The improvement in operating income was due to an improved product mix, increased equipment sales, and more efficient manufacturing operations.

     In 2003, income from operations for the Specialty Minerals segment decreased 7.7% to $55.4 million and was 9.9% of its net sales. The margins of this segment were affected by the IP agreement and the Millinocket temporary shutdown. Operating income for the Refractories segment increased 4.5% to $21.8 million and was 8.5% of its net sales.

     Non-operating deductions decreased 7% from the prior year. This decrease was primarily due to lower interest expense.

     The effective tax rate increased to 28.7% in 2004 compared with 26.4% in 2003. The effective tax rate for 2003 was lower than 2004 primarily do to a contribution of intellectual property.

     The consolidated joint ventures continue to operate profitably and at approximately the same level as prior years.

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     Income before the cumulative effect of an accounting change increased 13% to $58.6 million from $51.7 million in 2003. Diluted earnings per common share before the cumulative effect of the accounting change increased 11% to $2.82 compared with $2.53 in 2003.

     Effective January 1, 2003, we 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 of SFAS No. 143, we 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 our PCC satellite facilities and mining properties, both within the Specialty Minerals segment.

     Net income increased 22% in 2004 to $58.6 million. Earnings per common share, on a diluted basis, increased 19% to $2.82 in 2004 as compared with $2.36 in the prior year.

     In 2004, after some years of difficulty, MTI experienced a favorable economic environment. Consumer confidence, retail spending and housing starts strengthened in 2004 and we saw an upward trend in the two major industries we serve - papermaking and steel. The global demand for printing and writing paper increased as did worldwide steel production. As a result, during 2004 we were able to significantly increase our sales growth. However, we continue to be affected by significantly higher raw material and energy costs.

     In 2005, we plan to continue our focus on the following growth strategies:

• Expand regionally with the markets we serve.
• Increase market penetration of PCC in paper filling at both free sheet and groundwood mills.
• Increase penetration of PCC into the paper coating market.
• Emphasize higher value specialty products and application systems to increase market penetration in the Refractories segment.
• Continue research and development and marketing efforts for new and existing products, including market acceptance for the SYNSIL^® Products' family of composite minerals.
• Continue to improve our cost competitiveness.
• Continue selective acquisitions to complement our existing businesses.

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

     The following are notable 2004 events that may impact our 2005 performance:

     In 2004, we began the construction of two new PCC plants at two APP China Paper Mills in the Republic of China. They will be located at APP paper mills in Dagang and Suzhou. They are expected to be operational in the first half of 2005 and will add a total capacity of 8 units, or, approximately 250,000 tons of coating and filling PCC pigments.

     In 2004, we completed construction and began commissioning of our merchant Paper Coating PCC facility in Walsum, Germany. In 2005, we expect sales volumes to increase, particularly in the second half of 2005.

     In 2004 we had agreements to expand four of our existing satellite facilities. The ramp up of these facilities is expected to add approximately 6 units of additional capacity, with a unit of capacity representing between 25,000 to 35,000 tons. Also, we accelerated our efforts under the cooperative development and licensing agreement with IP to develop and commercialize filler-fiber composite materials which are capable of raising PCC filler levels.

     After several years of SYNSIL^® development, the Company sees the potential of this innovation to become a growing business for MTI.

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     In 2004, the Refractories segment began construction of a 100,000 ton capacity refractory manufacturing facility in China. We expect this plant to come on line in the fourth quarter of 2005. It will allow this segment to effectively serve China, which has become one of the largest and fastest growing steel markets in the world.

    As we continue to expand our operations overseas, we face the inherent risks of doing business abroad, including inflation, fluctuations in interest rates and currency exchange rates, changes in applicable laws and regulatory requirements, export and import restrictions, tariffs, nationalization, expropriation, limits on repatriation of funds, civil unrest, terrorism, unstable governments and legal systems and other factors. Some of our operations are located in areas that have experienced political or economic instability, including Indonesia, Israel, Brazil, Thailand, China and South Africa. In addition, our performance depends to some extent on that of the industries we serve, particularly the paper manufacturing, steel manufacturing, and construction industries.

     Our sales of PCC are predominately pursuant to long-term contracts, initially ten years in length, with paper companies at whose mills we operate satellite PCC plants. The terms of many of these agreements have been extended, often in connection with an expansion of the satellite PCC plant. Failure of a number of our customers to renew existing agreements on terms as favorable to us as those currently in effect could cause our future growth rate to differ materially from our historical growth rate, and could also result in impairment of the assets associated with the PCC plant.

     There are presently three satellite locations at which the initial term of the contract with the host mills have expired. We continue to supply PCC at both of these locations. We hope to reach agreement on a long-term extension of the contract; however, there can be no assurance that these negotiations will be successful.

     We have a consolidated interest in four joint venture companies at paper mills owned by subsidiaries of Asia Pulp & Paper Company Ltd. ("APP") and APP China. APP is a multinational pulp and paper company whose current financial difficulties have been widely publicized. While APP is negotiating with its creditors, the facilities have remained in operation at levels consistent with the prior year. The mills are continuing to use our PCC and to satisfy their obligations to the joint ventures. However, there can be no assurance that our operations at these paper mills will not be adversely affected by APP's financial difficulties in the future. Our net investment in these satellite plants was approximately $7.6 million at December 31, 2004.

     Cash flows in 2004 were provided from operations and proceeds from stock option exercises. The cash was applied principally to fund $106.4 million of capital expenditures and $16.2 million for purchases of common shares for treasury. Cash provided from operating activities amounted to $129.2 million in 2004 as compared with $100.1 million in 2003. Included in cash flow from operations was pension plan funding of approximately $17.6 million, $20.8 million and $20.2 million for the years ended December 31, 2004, 2003 and 2002, respectively.

     We expect to utilize our cash reserves to support the aforementioned growth strategies.

     On February 22, 2001, the Board authorized our Management Committee to repurchase, at its discretion, up to $25 million in additional shares per year over the following three years. As of December 31, 2003, we had repurchased approximately 619,500 shares under this program at an average price of approximately $40 per share.

     On October 23, 2003, our Board of Directors authorized our Management Committee, at its discretion, to repurchase up to $75 million in additional shares over the next three-year period. As of December 31, 2004, the Company had purchased 293,100 shares under this program at an average price of $55 per share.

     On January 26, 2005, our Board of Directors declared a regular quarterly dividend on our common stock of $0.05 per share. No dividend will be payable unless declared by the Board and unless funds are legally available for payment thereof.

     We have $110 million in uncommitted short-term bank credit lines, of which $30 million was in use in December 31, 2004. We anticipate that capital expenditures for 2005 should approximate $100 million, principally related to the construction of PCC plants and other opportunities that meet our strategic growth objectives. We expect to meet our long-term financing requirements from internally generated funds, uncommitted bank credit lines and, where appropriate, project financing of certain satellite plants. The aggregate maturities of long-term debt are as follows: 2005 - $3.9 million; 2006 - - $54.2 million; 2007 - $2.1 million; 2008 - $7.0 million; 2009 - $4.3 million; thereafter - $27.2 million.

     Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these

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financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

     On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, allowance for doubtful accounts, valuation of inventories, valuation of long-term assets, goodwill and other intangible assets, pension plan assumptions, income taxes, income tax valuation allowances and litigation and environmental liabilities. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that can not readily be determined from other sources. There can be no assurance that actual results will not differ from those estimates.

     We believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements:

     For a detailed discussion on the application of these and other accounting policies, see "Summary of Significant Accounting Policies" in the "Notes to the Consolidated Financial Statements" in Item 15 of this Annual Report on Form 10-K, beginning on page F-6. This discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report.

     The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand companies' future prospects and make informed investment decisions. This report may contain forward-looking statements that set our anticipated results based on management's plans and assumptions. Words such as "expects," "plans," "anticipates," and words and terms of similar substance, used in connection with any discussion of future operating or financial performance identify these forward-looking statements.

     We cannot guarantee that the outcomes suggested in any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements and should refer to the discussion of certain risks, uncertainties and assumptions under the heading "Cautionary Factors That May Affect Future Results" in Item 1.

     Historically, inflation has not had a material adverse effect on us. The contracts pursuant to which we construct and operate our satellite PCC plants generally adjust pricing to reflect increases in costs resulting from inflation.

     The bulk of our sales are to customers in the paper manufacturing, steel manufacturing and construction industries, which have historically been cyclical. The pricing structure of some of our long-term PCC contracts makes our PCC business less sensitive to declines in the quantity of product purchased. However, we cannot predict the economic outlook in the countries in which we do business, nor in the key industries we serve. There can be no assurance that a recession, in some markets or worldwide, would not have a significant negative effect on our financial position or results of operations.

     In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123R, "Share-Based Payment." This statement is a revision to SFAS No. 123 and supersedes Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and amends FASB Statement No. 95, "Statement of Cash Flows." This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. This statement is effective for the first interim reporting period that begins after June 15, 2005.

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     As permitted by SFAS No. 123, we currently account for share-based payments to employees using APB Opinion No. 25's intrinsic value method and, as such, we generally recognize no compensation cost for employee stock options. The impact of the adoption of SFAS No. 123R cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. However, valuation of employee stock options under SFAS No. 123R is similar to SFAS No. 123, with minor exceptions. For information about what our reported results of operations and earnings per share would have been had we adopted SFAS No. 123, please see the discussion under the heading, "Stock Based Compensation" in Note 2 to our Consolidated Financial Statements. Accordingly, the adoption of SFAS No. 123R's fair value method will have a significant impact on our results of operations, although it will have no impact on our overall financial position. SFAS No. 123R also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. Due to timing of the release of SFAS No. 123R, we have not yet completed the analysis of the ultimate impact that this new pronouncement will have on the results of operations, nor the method of adoption for this new standard.

     In December 2004, FASB issued Statement No. 153, "Exchanges of Non-monetary Assets - an amendment to APB Opinion No. 29." This statement amends the guidance in Opinion No. 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The Company had no such exchanges in 2004.

     In November 2004, FASB issued Statement No. 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4." This statement amends the guidance in ARB No 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). This statement requires that items such as idle facility expense, excessive spoilage, double freight, and rehandling costs be recognized as current-period charges. In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement will be effective for fiscal years beginning after June 15, 2005. We do not expect the adoption of SFAS No. 151 to have a material impact on our financial condition or results of operations.

     In December 2004, the FASB issued SFAS No. 109-2, "Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004," which provides relief concerning the timing of the SFAS No. 109 requirement to accrue deferred taxes for unremitted earnings of foreign subsidiaries. The FASB determined that the provisions of the Act were sufficiently complex and ambiguous that companies may not be in a position to determine the impact of the Act on their plans for repatriation or reinvestment of foreign earnings or the corresponding deferred tax liability. Accrual of any deferred tax liability is not required until companies have the information necessary to determine the amount of earnings to be repatriated and a reasonable estimate can be made of the deferred tax liability.

     Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse changes in market prices and rates. We are exposed to market risk because of changes in foreign currency exchange rates as measured against the U.S. dollar. We do not anticipate that near-term changes in exchange rates will have a material impact on our future earnings or cash flows. However, there can be no assurance that a sudden and significant decline in the value of foreign currencies would not have a material adverse effect on our financial condition and results of operations. Approximately 25% of our bank debt bear interest at variable rates; therefore our results of operations would only be affected by interest rate changes to such bank debt outstanding. An immediate 10 percent change in interest rates would not have a material effect on our results of operations over the next fiscal year.

     We are exposed to various market risks, including the potential loss arising from adverse changes in foreign currency exchange rates and interest rates. We do not enter into derivatives or other financial instruments for trading or speculative purposes. When appropriate, we enter into derivative financial instruments, such as forward exchange contracts and interest rate swaps, to mitigate the impact of foreign exchange rate movements and interest rate movements on our operating results. The counterparties are major financial institutions. Such forward exchange contracts and interest rate swaps would not subject us to additional risk from exchange rate or interest rate movements because gains and losses on these contracts would offset losses and gains on the assets, liabilities, and transactions being hedged. We have open forward exchange contracts to purchase approximately $5.8 million and $2.2 million of foreign currencies as of December 31, 2004 and 2003, respectively. These contracts mature between January and June of 2005. The fair value of these instruments at December 31, 2004 was a liability of $0.6 million and an asset of $0.1 million at December 31, 2003. We entered into three-year interest rate swap agreements with a notional amount of $30 million which expired in January 2005. These agreements effectively converted a portion of our floating-rate debt to a fixed rate basis. The fair value of these instruments was a liability of approximately $0.1 million and $1.0 million at December 31, 2004 and 2003, respectively.

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     The financial information required by Item 8 is contained in Item 15 of Part IV of this report.

     None.

     Pursuant to Rule 13(a)-15(b) of the Securities Exchange Act of 1934, the Company, under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of December 31, 2004. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic SEC filings.

     There have been no changes during the most recently completed fiscal quarter in the Company's internal controls or in other factors that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

     Minerals Technologies Inc.'s management is responsible for the integrity and objectivity of the accompanying financial statements and related information. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and include amounts based on judgments and estimates by management.

     Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting of the Company. This system of internal accounting controls is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The design, monitoring and revision of the system of internal accounting controls involves, among other things, management's judgments with respect to the relative cost and expected benefits of specific control measures. The effectiveness of the control system is supported by the selection, retention and training of qualified personnel and an organizational structure that provides an appropriate division of responsibility and formalized procedures. The system of internal accounting controls is periodically reviewed and modified in response to changing conditions. An internal audit staff regularly monitors the adequacy and effectiveness of internal accounting controls for the Company and all of its subsidiaries.

     Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Furthermore, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.

     Management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that as of December 31, 2004, the Company's system of internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Management's assessment of the effectiveness of the Company's internal control over financial reporting has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report in which they expressed an unqualified opinion, which is included herein.

23

     Set forth below are the names and ages of all Executive Officers of the Registrant indicating all positions and offices with the Registrant held by each such person, and each such person's principal occupations or employment during the past five years.

     Paul R. Saueracker was elected Chairman of the Board on October 18, 2001. Prior to that he became President and Chief Executive Officer effective August 2000 and December 31, 2000, respectively. Mr. Saueracker served as senior Vice President from 1999 to 2000, and Vice President of the Company from 1994 to 1999. He had served as President and CEO of Specialty Minerals Inc. since 1994. Mr. Saueracker is a former President of the Pulverized Minerals Division of the National Stone, Sand and Gravel Association and a member of the Board of Directors of the National Association of Manufacturers.

     Alain F. Bouruet-Aubertot was named Senior Vice President and Managing Director, President and chief Executive Officer, MINTEQ International Inc. in November 2002. From 1996 to June 2002 he had been President, Gypsum Division and Corporate Senior Vice President of Lafarge North America, a supplier of cement, ready-mixed concrete, construction aggregate and gypsum drywall.

     Kenneth L. Massimine was elected Senior Vice President and Managing Director, Paper PCC, effective January 1, 2002. Prior to that he held positions of increasing authority with the Company, most recently Vice President and Managing Director, Processed Minerals.

     John A. Sorel was elected Senior Vice President, Chief Financial Officer and Treasurer in November 2002. Prior to that time he was elected Senior Vice President, Corporate Development and Finance since January 1, 2002 and prior to 2002 he held positions of increasing authority with the Company, most recently Vice President and Managing Director, Paper PCC.

     Gordon S. Borteck was elected Vice President - Organization and Human Resources effective January 1, 2002. Prior to that he had been Vice President, Human Resources of Specialty Minerals Inc. since January 1997.

     Kirk G. Forrest was elected Vice President - General Counsel and Secretary effective January 26, 2005. Prior to that, Mr. Forrest had been Vice President and General Counsel at SAM'S CLUB, and a Corporate Vice President of its parent company, Wal-Mart Stores, Inc. and Associate General Counsel at The Williams Companies, which he joined in 1998.

     D. Randy Harrison was elected Vice President and Managing Director, Performance Minerals, which encompasses the Processed Minerals product line and the Specialty PCC product line, effective January 1, 2002. Prior to that he held positions of increasing authority with Specialty Minerals Inc., most recently Vice President and General Manager, Specialty PCC.

     Michael A. Cipolla was elected Vice President - Controller and Chief Accounting Officer in July 2003. Prior to that he served as Corporate Controller and Chief Accounting Officer of the Company since 1998. From 1992 to 1998 he served as Assistant Corporate Controller.

     William A. Kromberg has served as Vice President-Taxes of the Company since 1993.

     Greg P. Kelm was elected Treasurer effective January 21, 2004. Prior to that he had been Assistant Treasurer since March 2000. From 1994 to 2000 Mr. Kelm served as Director, Corporate Human Resources.

24

     The information concerning the Company's Board of Directors required by this item is incorporated herein by reference to the Company's Proxy Statement, under the caption "Committees of the Board of Directors."

     The information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934 required by this Item is incorporated herein by reference to the Company's Proxy Statement, under the caption "Section 16(a) Beneficial Ownership Reporting Compliance."

     The Board has established a Code of Ethics for the Chief Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer which is available on our website, www.mineralstech.com, under the link entitled "Corporate Governance."

     The information appearing in the Company's Proxy Statement under the caption "Compensation of Executive Officers," excluding the information under the captions "Performance Graph" and "Report of the Compensation and Nominating Committee on Executive Compensation" is incorporated herein by reference.

     The information appearing under the caption "Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters as of February 1, 2005" set forth in the Company's Proxy Statement is incorporated herein by reference.

     The information appearing under the caption "Certain Relationships and Related Transactions" set forth in the Company's Proxy Statement is incorporated herein by reference.

     Under the terms of certain agreements entered into in connection with the Company's initial public offering in 1992, Pfizer Inc ("Pfizer") and its wholly-owned subsidiary Quigley Company, Inc. ("Quigley") agreed to indemnify the company against certain liabilities being retained by Pfizer and its subsidiaries including, but not limited to, pending lawsuits and claims, and any lawsuits or claims brought at any time in the future alleging damages or injury from the use, handling of or exposure to any product sold by Pfizer's specialty minerals business prior to the closing of the initial public offering.

     Pfizer and Quigley also agreed to indemnify the Company against any liability arising from on-site remedial waste site claims and for other claims that may be made in the future with respect to waste disposed of prior to the closing of the initial public offering. Further, Pfizer and Quigley agreed to indemnify the Company for 50% of the liabilities in excess of $1 million up to $10 million that may have arisen or had accrued within ten years after the closing of the initial public offering with respect to remediation of on-site conditions existing at the time of the closing of the initial public offering. The Company will be responsible for the first $1 million of such liabilities, 50% of all such liabilities in excess of $1 million up to $10 million, and all such liabilities in excess of $10 million.

     The information appearing under the caption "Principal Accountant Fees and Services" set forth in the Company's Proxy Statement is incorporated herein by reference.

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(a)  The following documents are filed as part of this Report: