EXECUTION COPY


          THIRD AMENDMENT, dated as of January 3, 2000 (this "Amendment") to the
Credit Agreement, dated as of January 28, 1998, (as amended by the Amendment and
Waiver  dated as of March 31, 1999, and the Second Amendment and Waiver dated as
of  October  1,  1999,  and  as the same may be further amended, supplemented or
otherwise  modified  from  time  to  time, the "Credit Agreement") among RELIANT
BUILDING  PRODUCTS,  INC.,  a Delaware corporation (the "Borrower"), the several
banks  and other financial institutions or entities from time to time parties to
the  Credit  Agreement  (the  "Lenders"), CHASE SECURITIES INC.,  as advisor and
arranger (in such capacity, the "Arranger"), CANADIAN IMPERIAL BANK OF COMMERCE,
NEW  YORK  AGENCY,  as documentation agent (in such capacity, the "Documentation
Agent"),  and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as administrative agent
(in  such  capacity,  the  "Administrative  Agent").


                              W I T N E S S E T H :


          WHEREAS, the Borrower and Lenders are parties to the Credit Agreement;

          WHEREAS,  the  Borrower  has  requested  that  the Lenders execute and
deliver  a  consent  (the "Consent") to an amendment of the Credit Agreement and
related documentation permitting the Borrower to borrow from time to time during
the  period  from  the  date  hereof  to  March 31, 2000 up to $2,000,000 in the
aggregate or such larger amount as may be acceptable to the Administrative Agent
in excess of the Total Revolving Extensions of Credit outstanding as of the date
hereof;

          WHEREAS,  the  Lenders  have  provided  the  Consent;  and

          WHEREAS,  based  and  in reliance upon the Consent (as contemplated by
Section  10.1(a) of the Credit Agreement and by the Consent), the Administrative
Agent  is  executing  and  delivering  this  Amendment.


          NOW  THEREFORE, in consideration of the premises contained herein, the
parties  hereto  agree  as  follows:


          1.    Amendment  of Section 1.1 (Definitions) of the Credit Agreement.
Section  1.1  is  hereby  amended  by  amending  and restating the definition of
"Borrowing  Base"  as  follows:

               "'Borrowing  Base':    at  any  date, the amount of the then most
recent computation  of the Borrowing Base, determined  by calculating the amount
equal  to:
     (a) 85%  of  the  Net  Amount  of  Eligible  Receivables  at  such  date;

plus

     (b) 50% of the amount of Eligible Inventory at said date, calculated at the
lower  of  cost  (determined  on  a  FIFO  basis) or market less the Slow Moving
Reserve  then  in  effect;  provided  that  in no event shall the portion of the
Borrowing  Base  attributable  to Eligible Inventory exceed 50% of the Borrowing
Base;

plus
     (c)    the  Cumulative  Incremental  Availability  at  such  date;

     plus

     (d)    until the Restructuring (as defined in the Request for Consent dated
December  20,  1999  by  the Borrower, the Administrative Agent and the Required
Lenders)  is  completed,  the amount determined by the Administrative Agent from
time  to  time  equal  to  the  value  of  the collateral on deposit in the Cash
Collateral  Account  maintained  under the Cash Collateral Agreement dated as of
January 3, 2000 by Keystone, Inc. in favor of the Administrative Agent, provided
that  such  amount shall not be greater than $2,000,000 or such larger amount as
may  be  acceptable  to  the  Administrative  Agent.

The  Borrowing  Base will be computed hereunder on a monthly basis (based on all
information  reasonably available to the Administrative Agent, including without
limitation,  the  periodic  reports and listings delivered to the Administrative
Agent  in  accordance  with  Section  6.2(c)),  and  a  monthly  Borrowing  Base
Certificate from a Responsible Officer of the Borrower presenting the Borrower's
computation  of  the  Borrowing  Base  will  be  periodically  delivered  to the
Administrative  Agent  in  accordance  with  Section  6.2(d)."

          2.   Representations and Warranties.  On and as of the date hereof and
after  giving  effect to this Amendment, the Borrower hereby confirms, reaffirms
and  restates  the  representations and warranties set forth in Section 4 of the
Credit  Agreement  mutatis mutandis, and to the extent that such representations
and  warranties  expressly  relate  to a specific earlier date in which case the
Borrower  hereby  confirms,  reaffirms  and  restates  such  representations and
warranties  as  of such earlier date, provided that the references to the Credit
Agreement in such representations and warranties shall be deemed to refer to the
Credit  Agreement  as  amended  prior  to  the  date hereof and pursuant to this
Amendment.

          3.    Continuing  Effect;  No  Other  Amendments.  Except as expressly
amended  hereby, all of the terms and provisions of the Credit Agreement are and
shall  remain  in  full  force and effect.  The amendment provided for herein is
limited  to the specific subsection of the Credit Agreement specified herein and
shall  not  constitute  an  amendment  of,  or  an  indication  of  the Lenders'
willingness  to  amend, any other provisions of the Credit Agreement or the same
subsections  for  any  other  date  or  time  period  (whether or not such other
provisions  or  compliance with such subsections for another date or time period
are  affected  by  the  circumstances  addressed  in  this  Amendment).

          4.    Expenses.    The  Borrower  agrees  to  pay  and  reimburse  the
Administrative  Agent  for  all  its  reasonable  costs and expenses incurred in
connection  with  the  preparation  and  delivery  of this Amendment, including,
without  limitation,  the  reasonable  fees  and disbursements of counsel to the
Administrative  Agent.

          5.    Counterparts.   This Amendment may be executed by one or more of
the  parties to this Amendment on any number of separate counterparts (including
by  telecopy),  and  all  of said counterparts taken together shall be deemed to
constitute  one  and  the  same  instrument.

          6.    GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE  PARTIES  UNDER  THIS  AMENDMENT  SHALL  BE  GOVERNED  BY, AND CONSTRUED AND
INTERPRETED  IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD
TO  THE  PRINCIPLES  OF  CONFLICTS  OF  LAWS  THEREOF.


<PAGE>
          IN  WITNESS  WHEREOF,  the undersigned has caused this Amendment to be
duly  executed  and  delivered  by its duly authorized officer as of the day and
year  first  above  written.


                                   RELIANT  BUILDING  PRODUCTS,  INC.


                                   By: /s/ William K. Snyer
                                       Name: William K. Snyder
                                       Title: CFO & Sr. V.P.
<PAGE>
          IN  WITNESS  WHEREOF,  the undersigned has caused this Amendment to be
duly  executed  and  delivered  by its duly authorized officer as of the day and
year  first  above  written.


                              CHASE  BANK  OF  TEXAS,  NATIONAL
                              ASSOCIATION,  as  Administrative  Agent


                              By: /s/ B.B. Wuthrich
                                     Name: B.B. Wuthrich
                                     Title: Vice President



                              BANKBOSTON,  N.A.


                              By:
                                  Name:
                                  Title:



                              BALANCED HIGH YIELD FUND I
                              BY BHF (USA) Capital Corporation acting as
                              Attorney-in-fact


                              By:
                                  Name:
                                  Title:

                              By:
                                 Name:
                                 Title:



                              PARIBAS

                              By: /s/ Larry Robinson
                                  Name: Larry Robinson
                                  Title: Vice President

                              By: /s/ Scott Clingan
                                  Name: Scott Clingan
                                  Title: Director




                              ING  HIGH  INCOME  PRINCIPAL
                              PRESERVATION FUND HOLDINGS, LDC

                              By: ING  Capital  Advisors,  LLC
                                  as Investment  Advisor

                              By: /s/ Kurt Wegleitner
                                  Name:  Kurt Wegleitner
                                  Title: Vice President





                              NORTHERN  LIFE  INSURANCE
                              COMPANY

                              By:    ING  Capital  Advisors,  LLC
                                     as  Investment  Advisor

                              By: /s/ Kurt Wegleitner
                                  Name: Kurt Wegleitner
                                  Title: Vice President




                              BHF  (USA)  CAPITAL  CORPORATION


                              By:
                                  Name:
                                  Title:


                              By:
                                  Name:
                                  Title:




                              CIBC,  INC.


                              By: /s/ Ihor Zaluckyj
                                  Name: Ihor Zaluckyj
                                  Title: Executive Director




                              KEY  CORPORATE  CAPITAL  INC.


                              By: /s/ Alan J. Ronan
                                  Name: Alan J. Ronan
                                  Title: Designated Signer




                              KZH  CYPRESSTREE-1  LLC


                              By: /s/ Peter Chin
                                  Name: Peter Chin
                                  Title: Authorized Agent



                              VAN  KAMPEN  CLO  II,  LIMITED
                              By:  VAN  KAMPEN  MANAGEMENT
                                   INC.,  as  Collateral  Manager

                              By: /s/ Darvin D. Pierce
                                  Name: Darvin D. Pierce
                                  Title: Vice President



                              VAN  KAMPEN  PRIME  RATE  INCOME  TRUST

                              By:    Van  Kampen  Investment  Advisory  Corp.


                              By: /s/s Darvin D. Pierce
                                  Name: Darvin D. Pierce
                                  Title: Vice President




                             ACKNOWLEDGMENT AND CONSENT


     Each of the undersigned hereby consents to the foregoing Consent and Waiver
and  hereby  confirms,  reaffirms  and restates that its obligations under or in
respect of the Credit Agreement and the documents related thereto to which it is
a party are and shall remain in full force and effect after giving effect to the
foregoing  Amendment:


                                   RBPI  HOLDING  CORPORATION


                                   By: /s/ William K. Snyder
                                   Title: V.P.


                                   RELIANT  BUILDING  PRODUCTS,  INC.


                                   By: /s/ William K. Snyder
                                   Title: CFO & Sr. V.P.


                                   RBP  OF  ARIZONA,  INC.


                                   By: /s/ William K. Snyder
                                   Title: V.P.






                                   RBP CUSTOM GLASS, INC.


                                   By: /s/ William K. Snyder
                                   Title: V.P.



                                   RBP OF TEXAS, INC.


                                   By: /s/ William K. Snyder
                                   Title: V.P.



                                   RBP TRANS, INC.


                                   By: /s/ William K. Snyder
                                   Title: V.P.



                                   LEVAN  BUILDIERS  SUPPLY,  INCORPORATED



                                   By: /s/ William K. Snyder
                                   Title: V.P.



                                   TIMBER  TECH,  INC.


                                   By: /s/ William K. Snyder
                                   Title: V.P.



                                   CFA  HOLDING  COMPANY


                                   By: /s/ William K. Snyder
                                   Title: V.P.


                                   CARE  FREE  ALUMINUM  PRODUCTS,  INC.


                                   By: /s/ William K. Snyder
                                   Title: V.P.


                                   ULTRA  BUILDING  SYSTEMS,  INC.


                                   By: /s/ William K. Snyder
                                   Title: V.P.


                                   ALPINE  INDUSTRIES,  INC.



                                   By: /s/ William K. Snyder
                                   Title: V.P.



                                   KEYSTONE,  INC.


                                   By:
                                   Title: