EXECUTION COPY
          FOURTH  AMENDMENT  AND  WAIVER,  dated  as  of  January 31, 2000 (this
"Amendment  and  Waiver") to the Credit Agreement, dated as of January 28, 1998,
(as  the  same  may  be 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;
and

          WHEREAS,  the Borrower requests that the Lenders waive compliance with
certain  financial  covenants  contained  in  the  Credit  Agreement;  and

          WHEREAS,  the Borrower has requested that the Lenders amend the Credit
Agreement  as  set  forth  herein;  and

          WHEREAS,  the  Lenders are willing to agree to the requested amendment
and  waivers,  but  only  upon  the  terms  and  conditions  contained  herein;

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

     I.          Defined  Terms.  Terms defined in the Credit Agreement and used
herein  shall  have  the meanings given to them in the Credit Agreement.  Unless
otherwise  indicated,  all  Section  and subsection references are to the Credit
Agreement.

     II.        Waivers  to  the  Credit  Agreement

          1.   Section 7.1(a) (Consolidated Leverage Ratio).  The Lenders hereby
waive,  for  the period from February 1, 2000 to and including February 14, 2000
only,  any  Default  or  Event  of Default occurring solely because the Borrower
exceeds  the  maximum  Consolidated  Leverage  Ratio as at the end of the second
fiscal  quarter  of  Fiscal Year 2000 and thereafter (including as at the end of
the  third  fiscal  quarter of Fiscal Year 2000 and thereafter) to and including
February  14,  2000; provided, however, that such waiver shall only be effective
for  so  long as no interest is paid on or after the date hereof by the Borrower
in  respect  of  the  Senior  Subordinated  Notes.

          2.    Section  7.1(b)  (Consolidated  Interest  Coverage  Ratio).  The
Lenders  hereby  waive,  for  the  period from February 1, 2000 to and including
February 14, 2000 only, any Default or Event of Default occurring solely because
the  Borrower does not meet the minimum Consolidated Interest Coverage Ratio for
the  period  of  four  consecutive  fiscal quarters ended with the second fiscal
quarter  of  Fiscal  Year  2000  and  for  the period of four consecutive fiscal
quarters  ended  with  the  third  fiscal quarter of Fiscal Year 2000; provided,
however,  that such waiver shall only be effective for so long as no interest is
paid  on  or  after  the  date  hereof  by the Borrower in respect of the Senior
Subordinated  Notes.

          3.    Section  7.1(c)  (Maintenance  of  Minimum EBITDA).  The Lenders
hereby waive, for the period from February 1, 2000 to and including February 14,
2000 only, any Default or Event of Default occurring solely because the Borrower
does not meet the minimum Consolidated EBITDA for the period of four consecutive
fiscal quarters ended with the second fiscal quarter of Fiscal Year 2000 and for
the  period  of  four  consecutive  fiscal  quarters ended with the third fiscal
quarter  of  Fiscal Year 2000; provided, however, that such waiver shall only be
effective  for so long as no interest is paid on or after the date hereof by the
Borrower  in  respect  of  the  Senior  Subordinated  Notes.

          4.   Nonpayment of Interest on Senior Subordinated Notes.  The Lenders
hereby waive, for the period from February 1, 2000 to and including February 14,
2000  only,  any  Default  or  Event  of  Default  occurring  solely  due to the
nonpayment  of  interest by the Borrower with respect to the Senior Subordinated
Notes.

     III.       Amendment of Subsection 5.2(a) (Representations and Warranties).
Subsection  5.2(a)  of  the  Credit Agreement is hereby amended by inserting the
words  "Except  as  disclosed to the Lenders in the information memorandum dated
January  10,  2000,"  at  the  beginning  of  such  subsection.

     IV.          General  Provisions

          1.   Representations and Warranties.  On and as of the date hereof and
after  giving  effect  to  this Amendment and Waiver, except as disclosed to the
Lenders  in  the  information  memorandum  dated  January 10, 2000, 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  and  Waiver.

          2.    Conditions  to  Effectiveness.   This Amendment and Waiver shall
become  effective as of the date hereof upon receipt by the Administrative Agent
of (a) counterparts of this Amendment and Waiver, duly executed and delivered by
the Borrower and the Required Lenders and (b) counterparts of the Acknowledgment
and  Consent  hereto,  duly  executed  and  delivered by Keystone, Inc. and each
Guarantor  under  the  Guarantee  and  Collateral  Agreement.

          3.    Continuing  Effect;  No  Other  Amendments.  Except as expressly
amended  or  waived  hereby,  all  of  the  terms  and  provisions of the Credit
Agreement  are  and shall remain in full force and effect.  The waivers provided
for  herein  are  limited  to  the  specific subsections of the Credit Agreement
specified  herein  and  shall  not  constitute  an amendment or waiver of, or an
indication  of  the Lenders' willingness to amend or waive, 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  and  Waiver).

          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 and Waiver,
including,  without limitation, the reasonable fees and disbursements of counsel
to  the  Administrative  Agent.

          5.  Counterparts.  This Amendment and Waiver may be executed by one or
more  of  the  parties  to  this  Amendment and Waiver 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 WAIVER AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AND WAIVER 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.



                                   RELIANT  BUILDING  PRODUCTS,  INC.


                                   By: /s/ William K. Snyder
                                        Name: William K. Snyder
                                        Title: CFO & Sr. V.P.
<PAGE>



                                   CHASE  BANK  OF  TEXAS,  NATIONAL
                                   ASSOCIATION,  as  Administrative  Agent,
                                   Swing  Line  Lender,  Issuing  Lender
                                   and  as  a  Lender


                                   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




                                   FLEET BUSINESS CREDIT
                                   CORPORATION

                                   By: /s/ H. Michael Wills
                                       Name: H. Michael Wills
                                       Title: Authorized Officer



                                   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



                                   SENIOR DEBT PORTFOLIO

                                   By: Boston Management and Research as
                                       Investment Advisor

                                   By: /s/ Scott H. Page
                                       Name: Scott H. Page
                                       Title: Vice President


                                   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/ 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: