FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Grace David R   2. Issuer Name and Ticker or Trading Symbol BEACON ROOFING SUPPLY INC [BECN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CFO, Treasurer & SVP-Finance (Last) (First) (Middle) ONE LAKELAND PARK DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 08/21/2008 (Street) PEABODY, MA 01960 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $.01 par value 08/21/2008   M   71,663 A $ 1.34 308,846 D   Common Stock, $.01 par value 08/21/2008   M   75,075 A $ 1.87 383,921 D   Common Stock, $.01 par value 08/21/2008   M   41,633 A $ 2.33 425,554 D   Common Stock, $.01 par value 08/21/2008   S   150,000 D $ 15.7712 (2) 275,554 D   Common Stock, $.01 par value               4,238 (1) I See note 1

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 1.34

08/21/2008

M

71,663

09/22/2004

03/01/2012

Common Stock

71,663

$ 0

0

D

Stock Option

$ 1.87

08/21/2008

M

75,075

09/22/2004

01/03/2013

Common Stock

75,075

$ 0

0

D

Stock Option

$ 2.33

08/21/2008

M

41,633

09/22/2004

01/20/2014

Common Stock

41,633

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Grace David R ONE LAKELAND PARK DRIVE PEABODY, MA 01960			CFO, Treasurer & SVP-Finance

Signatures

David R. Grace		08/22/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These shares are held by Mr. Grace's son and wife as custodian for his son, both of whom share his household. Mr. Grace's son owns 3,638 shares and his wife owns 600 shares. Mr. Grace disclaims beneficial ownership of these shares.
(2)	The sale price represents a weighted-average sale price. Sales were made at prices ranging from $15.75 to $15.87. The undersigned undertakes to provide to the staff of the Securities and Exchange Commission, the issuer and any securityholder of the issuer upon request the number of shares sold at each separate price.

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