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                                                                    EXHIBIT 10.8



                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                 This Amended and Restated Employment Agreement ("Agreement")
made as of the 1st day of February, 1996 between William M. Troutman
("Executive") and Lone Star Industries, Inc., a Delaware corporation, having
its principal office at 300 First Stamford Place, Stamford, Connecticut and its
successors and assigns ("Lone Star" or the "Company").

                              W I T N E S S E T H:

                 WHEREAS, the Company and the Executive are parties to an
Employment Agreement dated as of July 1, 1994 (the "Employment Agreement"), and
desire to amend and restate the Employment Agreement in its entirety.

                 NOW, THEREFORE, in consideration of the mutual promises,
agreements and covenants hereby made, the mutual benefits to be derived from
this Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree and
understand as follows:

                 1.       Lone Star hereby employs Executive, and Executive
hereby accepts employment by Lone Star, on the terms and conditions set forth
in this Agreement for an initial term of twenty-nine (29) consecutive months
commencing as of the date hereof and ending on June 30, 1998 (the "Initial
Term"), as President and Chief Operating Officer, with such duties as are
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specified in the By-Laws of Lone Star and such other duties customary to the
position as may be assigned to Executive from time to time by the Board of
Directors of Lone Star or its Chairman and Chief Executive Officer.  Unless
terminated pursuant to the other terms hereof, this Agreement shall continue in
full force and effect after the Initial Term for successive terms of two years
(each such term, and the Initial Term, a "Term").

                 2.       Lone Star shall pay Executive a salary ("Salary") at
the rate of $275,000 per annum until the effective date of termination of this
Agreement.  Salary shall continue to be paid to Executive on the currently
established pay periods of Lone Star.  The Compensation and Stock Option
Committee (or such other Board committee as shall then be responsible for
making such decisions or, if none, the full Board of Directors) may in its
discretion consider increases in the Executive's Salary from time to time, and
upon any such increase "Salary" for purposes hereof shall thereafter mean the
Executive's salary as so increased, notwithstanding any purported subsequent
reduction thereof by any such committee or the Board.  In addition, the
Compensation and Stock Option Committee (or such other Board committee as shall
then be responsible for making such decisions, or if none, the full Board of
Directors) may in its discretion consider granting to the Executive from time
to time such bonuses, stock options or other incentive compensation as it deems
appropriate.

                 3.       (a)     (i)      Either party, by written notice to
the other at least six months prior to the expiration of the then current Term,
may terminate this Agreement effective at the
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expiration of such Term.  (ii) Lone Star, by written notice which sets forth
the effective date of termination (which shall not be earlier than six (6)
months after receipt of the written notice), may terminate this Agreement at
any time for reasons (including without limitation, disability of the
Executive) other than Cause (as hereinafter defined).

                          (b)     In the event that this Agreement is
terminated by the Executive pursuant to Section 4 below or Lone Star terminates
this Agreement pursuant to Section 3(a) above, Executive shall be entitled to a
severance payment in an amount equal to Executive's Salary for the period from
the effective date of the termination through the date one year (18 months, in
the case of a termination pursuant to Section 4) after the effective date of
the termination (the "Severance Period"); provided, however, the severance
payment shall be reduced in the case of the Executive's disability, on a
dollar-for-dollar basis, by any disability pay the Executive receives pursuant
to the Supplemental Agreement (as described in Section 5) during the Severance
Period.  Severance shall be paid in lump sum on the effective date of the
termination.  In addition, the Executive shall continue to receive life
insurance and medical insurance under the Company's Executive Medical Plan for
Active Employees (as in effect as of the date of this Agreement) provided
pursuant to Sections 5 and 6 hereof during the Severance Period (which is in
addition to, and not in lieu of, benefit continuation under the Consolidated
Omnibus Budget Reconciliation Act of 1985





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("COBRA")).  In furtherance and not in limitation of the immediately preceding
sentence, the Executive shall be deemed to have continued his employment at his
Salary during the Severance Period for purposes of vesting, eligibility and
benefit accrual under any applicable Company employee pension plan (subject to
the requirements of the Internal Revenue Code of 1986, as amended (the
"Code")).  In the event the Executive cannot receive any such credit under any
employee pension plan because of limitations under the Code, within ninety days
after the expiration of the Severance Period, the Executive shall receive a
lump sum payment from the Company equal to the present value of any additional
benefits to which the Executive would have been entitled under any Company
employee pension plan had the Severance Period counted for purposes of vesting,
eligibility and benefit accrual (discounted at 5% per annum).  Severance pay
pursuant to this Section shall be in lieu of severance pay pursuant to any Lone
Star severance policy (except that the supplemental retirement benefit and all
other provisions of the Supplemental Agreement shall remain in full force and
effect).

                          (c)     Lone Star shall have the right to terminate
this Agreement for Cause during the Initial Term and thereafter and (subject to
Section 6 below) Executive shall not be entitled to receive severance pay
pursuant to this Section or any other policy or agreement of Lone Star except
the Supplemental Agreement.  Cause shall be construed to mean:





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                                        (1)  The willful and continued failure
by the Executive to substantially perform his duties with Lone Star (other than
any such failure resulting from his disability due to physical or mental
illness) after a written demand for performance is delivered which specifically
identifies the manner in which he has not substantially performed his duties,
or

                                        (2)     the willful engaging by
Executive in gross misconduct materially and demonstrably injurious to the
Company, monetarily or otherwise, or

                                        (3)     conviction of fraud, theft or
embezzlement.

                          For purposes of this Section, no act, or failure to
act, shall be considered "willful" unless done, or omitted to be done, not in
good faith or without reasonable belief that the action or omission was in the
best interest of the Company.

                          The written demand in Section (c)(1) shall be
delivered to the Executive by the Board of Directors or Lone Star's Chairman
and Chief Executive Officer and shall set forth a reasonable period (not
shorter than 30 business days) in which Executive is expected to comply with
said demand.  If Executive does not comply thereafter, Lone Star shall have the
right to terminate this Agreement upon seven (7) days' written notice to
Executive.





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                 4.       (a)     Lone Star hereby agrees not to: (i) change
the Executive's duties so that a reasonable man would interpret the change to
be a demotion; or (ii) direct the Executive to  relocate his office to a new
location which is either in a State other than Connecticut or more than
twenty-five (25) miles from Stamford, Connecticut (excluding any relocation
occurring prior to a Change in Control, as defined below, of the Executive's
office (A) as a result of a relocation of Lone Star's operations presently
located in Stamford, Connecticut and (B) applicable to substantially all
officers of Lone Star).  In the event Lone Star breaches its obligations in the
immediately preceding sentence, Executive, at his option (and without limiting
his remedies), can (if such demotion or direction to relocate is not rescinded
or corrected by the Company within 30 days after written notice by Executive to
the Company, reasonably identifying, in the case of a demotion, the change in
duties complained of) declare himself terminated for "Good Reason" by giving
written notice to Lone Star, and Lone Star shall pay Executive severance pay
and benefits as provided in Section 3(b) of this Agreement.  In no event shall
Executive be required to perform duties or to suffer relocation prohibited by
this Section 4.

                          (b)     In the event of the Executive's physical or
mental incapacity, the Executive may declare himself terminated for
"Incapacity" by giving written notice to Lone Star, Lone Star shall pay
Executive severance pay and benefits as provided in Section 3(b) of this
Agreement.  "Physical or mental incapacity"





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shall mean the inability of Executive by reason of a physical or mental illness
to perform his duties hereunder for a period of 90 consecutive days or a total
of 120 days in any twelve month period and such incapacity is determined by a
physician selected by Executive (or his legal representatives) and reasonably
acceptable to the Company to be such as prevents Executive from performing
adequately his normal duties to the Company.  During any period that the
Executive is unable to perform his duties by reason of physical or mental
incapacity, Executive shall continue to receive his full compensation and
benefits hereunder.

                 5.       Executive shall participate in Lone Star's 401(k)
savings plan and vacation and holiday programs and other benefits in the same
manner as other executive salaried employees of Lone Star and in accordance
with the terms thereof.  Notwithstanding the foregoing, nothing contained in
this Agreement (including, without limitation, Section 12 below) shall affect
the force and effect of the Agreement, dated April 15, 1994, and amended and
restated on February 1, 1996 between the Company and the Executive relating to
certain supplemental retirement, medical insurance, disability and other
benefits and rights, a copy of which is attached hereto as Exhibit A (the
"Supplemental Agreement").

                 6.       Following a Change in Control, as defined below, the
Executive, on thirty days written notice (which notice must be delivered within
twelve months after the Company gives the Executive notice of the Change in
Control or the Executive has





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actual knowledge of such Change in Control), may terminate his employment with
the Company.  Upon any such termination, the Executive shall be entitled to
severance pay in an amount equal to thirty months' Salary.  In addition, the
Executive shall continue to receive life insurance and medical insurance under
the Company's Executive Medical Plan for Active Employees (as in effect as of
the date of this Agreement) provided pursuant to Sections 5 and 6 hereof during
the Severance Period (which is in addition to, and not in lieu of, benefit
continuation under COBRA).  In furtherance and not in limitation of the
immediately preceding sentence, the Executive shall be deemed to have continued
his employment at his Salary during the Severance Period for purposes of
vesting, eligibility and benefit accrual under any applicable employee pension
plan (subject to the requirements of the Code).  In the event the Executive
cannot receive any such credit under any employee pension plan because of
limitations under the Code, within ninety days after the expiration of the
Severance Period, the Executive shall receive a lump sum payment from the
Company equal to the present value of any additional benefits to which the
Executive would have been entitled under any Company employee pension plan had
the Severance Period counted for purposes of vesting, eligibility and benefit
accrual (discounted at 5% per annum).    Severance pay pursuant to this Section
shall be in lieu of severance pay pursuant to any Lone Star policy or other
agreement (except that the supplemental retirement benefit and all other
provisions of the Supplemental Agreement shall remain in full force and effect)





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and all other obligations of the Company for severance pay under this
Agreement.  For purposes of this Agreement a "Change in Control" shall be
deemed to have occurred upon the occurrence of any of the following events:

                 (i)  Any acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934 (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of shares of
common stock of the Company (the "Common Stock") and/or other voting securities
of the Company entitled to vote generally in the election of directors
("Outstanding Company Voting Securities") after which acquisition such
individual, entity or group is the beneficial owner of twenty percent (20%) or
more of either (A)(1) the then outstanding shares of Common Stock or (2) the
Outstanding Company Voting Securities; excluding, however, the following:  (1)
any acquisition by the Company, (2) any acquisition by an employee benefit plan
(or related trust) sponsored or maintained by the Company or (3) any
acquisition by any corporation pursuant to a reorganization, merger,
consolidation or similar corporate transaction (in each case, a "Corporate
Transaction"), if, pursuant to such Corporate Transaction, the conditions
described in clauses (1), (2) and (3) of paragraph (iii) of this Section 6 are
satisfied; or (B) any transaction in which the Chief Executive Officer and
President of the Company (both as of the date of this Agreement and subject to





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health related availability) (1) retain their current positions with the
Company immediately after such transaction and (2) will immediately after such
transaction beneficially own an aggregate (for both such executives), directly
or indirectly (including, without limitation, ownership by family members or
trusts for family members), more than 5% of either the (a) then outstanding
shares of common stock of the Company and/or (b) the other voting securities of
the Company entitled to vote generally in the election of directors (any
transaction under the clause (B) hereinafter referred to as a "Management
Event").

                 (ii)  A change in the composition of the Board of Directors of
the Company (other than in connection with a Management Event) such that the
individuals who, as of the date hereof, comprise a class of directors of the
Board (the members of each class of directors of the Board as of the date
hereof shall be hereinafter referred to as an "Incumbent Class" and the members
of all of the Incumbent Classes shall be hereinafter collectively referred to
as the "Incumbent Board") cease for any reason to constitute at least a
majority of the class; provided, however, for purposes of this subsection that
any individual who becomes a member of an Incumbent Class subsequent to the
date hereof whose election, or nomination for election by the Company's
stockholders, was approved in advance or contemporaneously with such election
by a vote of at least a majority of those individuals who are members of the
Incumbent Board and a majority of those individuals who are members of such





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Incumbent Class (or deemed to be such pursuant to this proviso), shall be
considered as though such individual were a member of the Incumbent Class; but,
provided further, that any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board of Directors of the Company or actual
or threatened tender offer for shares of the Company or similar transaction or
other contest for corporate control (other than a tender offer by the Company)
shall not be so considered as a member of the Incumbent Class; or

                 (iii)  The approval by the stockholders of the Company of a
Corporate Transaction or, if consummation of such Corporate Transaction is
subject, at the time of such approval by stockholders, to the consent of any
government or governmental agency, the obtaining of such consent (either
explicitly or implicitly); excluding, however, a Management Event or a
Corporate Transaction pursuant to which (1) all or substantially all of the
individuals and entities who are the beneficial owners, respectively, of the
outstanding shares of Common Stock and Outstanding Company Voting Securities
immediately prior to such Corporate Transaction will beneficially own, directly
or indirectly, more than eighty percent (80%) of, respectively, the outstanding
shares of common stock of the corporation resulting from such Corporate





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Transaction and the combined voting power of the outstanding voting securities
of such corporation entitled to vote generally in the election of directors,
(2) no Person (other than the Company, any employee benefit plan (or related
trust) of the Company or the corporation resulting from such Corporate
Transaction and any Person beneficially owning, immediately prior to such
Corporate Transaction, directly or indirectly, twenty percent (20%) or more of
the outstanding shares of Common Stock or Outstanding Company Voting
Securities, as the case may be) will beneficially own, directly or indirectly,
twenty percent (20%) or more of, respectively, the outstanding shares of common
stock of the corporation resulting from such Corporate Transaction or the
combined voting power of the then outstanding securities of such corporation
entitled to vote generally in the election of directors and (3) individuals who
were members of the Incumbent Board will constitute at least a majority of the
members of board of directors of the corporation resulting from such Corporate
Transaction; or

                 (iv)  The approval of the stockholders of the Company of (1) a
complete liquidation or dissolution of the Company or (2) the sale or other
disposition of all or substantially all of the assets of the Company;
excluding, however, such a sale or other disposition to a corporation (A) in
connection with a Management Event or (B) with respect to which following such
sale or other disposition, (1) more than eighty percent (80%) of, respectively,
the then outstanding shares of common stock of such





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corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors will be then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the outstanding shares of Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition,
(2) no Person (other than the Company and any employee benefit plan (or related
trust) of the Company or such corporation and any Person beneficially owning,
immediately prior to such sale or other disposition, directly or indirectly,
twenty percent (20%) or more of the outstanding shares of Common Stock or
Outstanding Company Voting Securities, as the case may be) will beneficially
own, directly or indirectly, twenty percent (20%) or more of, respectively, the
then outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors and (3) individuals who
were members of the Incumbent Board will constitute at least a majority of the
members of the board of directors of such corporation.

                 In the event of any conflict between this Section 6 and any
other Section of this Agreement (other than Section 5), the terms of this
Section 6 shall control so that, without limitation, the Executive shall be
entitled to the payment and benefits provided under this Section 6
notwithstanding any





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purported termination (whether for Cause or otherwise) and regardless of
whether such purported termination precedes or follows the giving of a notice
of termination by the Executive under this Section 6 by the Company.

                 7.       Immediately upon the occurrence of a Change in
Control, the Company shall establish a grantor trust on behalf of the
Executive, subject to the claims of the Company's creditors (commonly referred
to as a "Rabbi Trust").  The Company shall contribute to the Rabbi Trust an
amount sufficient to provide for the severance benefits and payment of all
other benefits under this Agreement.  Any payments made to the Executive under
this Agreement shall be made from such Rabbi Trust.  The Rabbi Trust shall
terminate and any remaining assets shall be returned to the Company no sooner
than July 1, 2005, unless the Executive has provided written notice of an
unsatisfied claim to the trustee of the Rabbi Trust, in which case the Rabbi
Trust shall not terminate until such claim is resolved pursuant to paragraph
12.

                 8.       Upon presentation to Lone Star of appropriate
documentation, Executive will be entitled to reimbursement within guidelines
established by Lone Star for all reasonable and necessary business expenses
incurred by him for entertainment, travel and similar items.

                 9.       Executive agrees that during his period of employment
by Lone Star and thereafter he shall hold in confidence and not disclose to any
unauthorized person any





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knowledge or information acquired and possessed by him of a confidential nature
or any trade secret with respect to the business of Lone Star, and not to
disclose, publish or make use of the same without the prior express consent of
Lone Star.  Executive shall be free to disclose such information, knowledge or
trade secret in the ordinary course of his carrying out his duties as an
officer of Lone Star, and shall be free to disclose such information, knowledge
or trade secret during his period of employment by Lone Star and thereafter if
such matters become public or if compelled by legal process.

                 10.      Executive agrees that during the term of his
employment, he will not without the consent of Lone Star, in any manner,
directly or indirectly, own, manage, be employed by, operate, join, control,
participate in, be connected with, engage in, or become interested in any
business of the same or similar nature to, or competitive with, that carried on
by Lone Star during the Executive's employment by Lone Star, in those parts of
the world where Lone Star does business.  Ownership of publicly traded
securities of a business of the same or similar nature to, or competitive with,
that carried on by Lone Star, shall not violate this paragraph, provided the
Executive does not acquire more than 5% of the voting stock of any such
corporation.

                 11.      The Executive agrees that any copyright or patentable
invention that he may conceive, make, invent, suggest or reduce to practice
during the period of his employment with Lone Star (whether individually or
jointly with any other person





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or persons), relating in any way to the business of Lone Star shall be the
sole, exclusive and absolute property of Lone Star.

                 12.      Any dispute hereunder shall be resolved in the same
manner as is provided in Section 4.1 of the Supplemental Agreement.  Any
amounts not paid by the Company hereunder within five business days after the
date they are due shall be paid with interest from its due date at the rate
announced from time to time by Citibank, N.A. as its prime or similar rate plus
3%.

                 13.      This Agreement constitutes the entire agreement
between the parties and may not be changed or modified except by an agreement
in writing signed by Lone Star and the Executive.  This Agreement supersedes
the employment agreements between the Executive and Lone Star, dated, July 1,
1994 except for Section 12 thereof and August 20, 1992, except for Section 10
thereof, which shall continue in effect.

                 14.      Notwithstanding anything else herein, to the extent
the Executive would be subject to the excise tax under Section 4999 of the Code
on the amounts in Section 6 above required to be included in the calculation of
parachute payments for purposes of Sections 280G and 4999 of the Code, the
amounts provided under this Agreement shall be automatically reduced to an
amount one dollar less than that, when combined with such other amounts and
benefits required to be so included, would subject the Executive to the excise
tax under Section 4999 of the Code.





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                 15.      No later than May 1, 1996, the Company shall
purchase, on behalf of the Executive, an insurance policy to cover any
litigation costs of the Executive (or his spouse) associated with the
enforcement of this Agreement or the Agreement between the Executive and the
Company dated February 1, 1996 against the Company in an amount of $250,000.
The Company shall fully reimburse the Executive for the federal, state and
local taxes incurred by the Executive in connection with the purchase of such
policy (the "Reimbursement") and any federal, state or local taxes on the
Reimbursement, based on the highest marginal tax rate in effect so that the
Executive has no federal, state or local tax liability as a result of this
section.

                 16.      The Company agrees that if the Executive's employment
with the Company is terminated pursuant to this Agreement during the term of
this Agreement, the Executive shall not be required to seek other employment or
to attempt in any way to reduce any amounts payable to the Executive by the
Company pursuant to this Agreement.  Further, the amount of any payment or
benefit provided for in this Agreement shall not be reduced by any compensation
earned by the Executive or benefit provided to the Executive as the result of
employment by another employer or otherwise.  Except as otherwise provided
herein and apart from any disagreement between the Executive and the Company
concerning interpretation of this Agreement or any term or provision hereof,
the Company's obligations to make the payments provided for in this Agreement
and otherwise to perform its obligations hereunder





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shall not be affected by any circumstances, including, without limitation, any
set-off, counterclaim, recoupment, defense or other right which the Company may
have against the Executive.

                 17.      This Agreement shall be governed by and construed in
accordance with the laws of the State of Connecticut.

                 18.      This Agreement shall be binding upon an inure to the
benefit of the Company, including any purchaser of all or substantially all of
the assets of the Company and the surviving entity of any merger or
consolidation to which the Company is a party and the Executive and his heirs,
executors, administrators and legal representatives.

                 19.      Except as provided herein, this Agreement cannot be
assigned by Lone Star or Executive without prior written consent.





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                 20.      All notices, communications, etc., shall be sent to:

                          (a)     Corporate Secretary
                                  Lone Star Industries, Inc.
                                  300 First Stamford Place
                                  Stamford, CT  06912

                          (b)     William M. Troutman
                                  30 Thorp Drive
                                  Weston, CT  06883




                                              By /s/ William M. Troutman
                                                 -------------------------------


                                              LONE STAR INDUSTRIES, INC.



                                              By /s/ David W. Wallace
                                                 -------------------------------
                                                 Chairman of the Board



                                              By /s/ Jack R. Wentworth          
                                                 -------------------------------
                                                 Chairman of the Compensation
                                                 and Stock Option Committee





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