LONE STAR INDUSTRIES, INC.
AMENDED AND RESTATED
EXECUTIVE INCENTIVE PLAN



1.	Establishment

	Lone Star Industries, Inc. (the "Company") established its Incentive 
Award Plan for its executive officers, known as the Lone Star Industries, Inc. 
Executive Award Plan in 1996 and, at a Board of Directors Meeting duly 
held on May 15, 1997, amended the plan.  The plan as amended is herein 
restated in its entirety, and this amended and restated plan is herein
referred to as the "Plan".

2.	Purpose

	The Company's general philosophy for the compensation of its 
executives is based on the premise that levels and types of compensation 
should be established to support the Company's business strategy and long-
term development and enhance stockholder value.  Such compensation must 
also be competitive with that offered by comparable companies in order to 
attract, retain and reward executives capable of achieving those objectives.  
Consistent with this philosophy, this Plan is being implemented to augment 
base salaries and stock option programs for certain of the Company's 
executive officers.

3.	Definitions

	The terms, as used herein shall have the following meanings:

	a.	"Annual Base Salary" shall mean the total annual base 
compensation paid by the Company to a Participant on January 1 of a Plan 
Year without reduction for any amounts withheld pursuant to participation 
in a qualified "cafeteria plan" under Section 125 of the Code (such as pre-tax 
salary reduction for contributions to the 401(k) Savings Plan and 
contributions toward participation in a flexible medical insurance program).  
Annual Base Salary shall not include any Company contribution or matching 
under the Company's 401(k) Savings Plan or the Company's Employee 
Stock Purchase Plan nor shall it include any amount paid or accruing to a 
Participant under any other premium or overtime payment plan or 
extraordinary remuneration, expense allowances, imputed income or other 
similar amounts.

	b.	"Board" shall mean the Board of Directors of Lone Star 
Industries, Inc.  

	c.	"Change in Control" shall mean and 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 (or, with 
respect to any 20% or more holder prior to such 
acquisition, any acquisition by such 20% holder of 1% or 
more) of either (1) the then outstanding shares of Common 
Stock or (2) the Outstanding Company Voting Securities; 
excluding, however, the following: (A) (1) any acquisition 
of Common Stock or Outstanding Company Voting 
Securities by the Company, (2) any acquisition of Common 
Stock or Outstanding Company Voting Securities by an 
employee benefit plan (or related trust) sponsored or 
maintained by the Company and (3) any acquisition of 
Common Stock or Outstanding Voting Securities by any 
corporation pursuant to a reorganization, merger, 
consolidation or similar corporate transaction (in each 
case, a "Corporate Transaction") if the conditions 
described in clauses (1), (2) and (3) of paragraph (iii) of 
this Section (i) are satisfied or (B) any transaction in which 
the Chief Executive Officer and the President of the 
Company (both as of September 1, 1996 and subject to 
health related availability) (1) retain their current positions 
with the surviving 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, trusts or foundations for or 
controlled by family members), of more than 5% of either 
the (a) then outstanding shares or common stock of the 
surviving company and/or (b) the other voting securities of 
the surviving 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 composition of the Board of 
Directors of the Company (other than in connection with a 
Management Event) such that the individuals who, as of 
September 1, 1996, comprise a class of directors of the 
Board (the members of each class as of September 1, 1996 
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 September 1, 1996 
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 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 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 (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 
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.

	d.	"Code" shall mean the Internal Revenue Code of 1986, as 
amended.

	e.	"Committee" shall mean the Compensation and Stock 
Option Committee of the Board or, if that committee ceases to exist, the 
Board.  Actions to be taken by the Committee hereunder shall be taken by a 
majority of the Committee, as the case may be, in writing or by a majority of 
the attendees of a meeting at which a quorum is present.  In the event of a 
Change in Control, the Committee shall be constituted for all purposes 
hereunder by the individuals that were members of the Committee 
immediately prior to the first announcement of the transaction that resulted 
in the Change of Control.

	f.	"Company" shall mean Lone Star Industries, Inc.

	g.	"Incentive Award" shall mean an award payable to a 
Participant pursuant to the Plan.

	h.	"Participant" shall mean each officer of Lone Star 
Industries, Inc. involved in cement and concrete operations and/or corporate 
headquarters who are listed on Exhibit A hereto, as such exhibit may be 
amended from time to time in the manner contemplated in Section 4 of this 
Plan.

	i.	"Performance Factors" shall mean the specific goals, 
targets and objectives established by the Committee for a Plan Year which in 
respect of Plan Year 1997 are set forth on Exhibit B.  The Committee may, 
at any time after the end of a Plan Year, establish new Performance Factors 
for the next Plan Year and update Exhibit B to reflect these Performance 
Factors.  In the event that the Committee does not take such action, the 
Performance Factors for the preceding Plan Year shall remain in effect.

	j.	"Plan Year" shall mean each successive calendar year 
during which the Plan is in effect, commencing with calendar year 1996.

	4.	Eligibility for Award and Limitations

	Each Participant shall participate in the Plan.  The list of 
Participants may be changed at any time pursuant to action of the 
Committee.  In such event, (i) unless otherwise determined by the 
Committee in its sole discretion at the time of such deletion, each Participant
deleted shall continue to be considered a Participant solely for the purpose of
receiving an Incentive Award in respect of the Plan Year, if any, that ended 
prior to the date of the deletion for which such ex-Participant has not been 
paid his or her Incentive Award and (ii) the Participants added or deleted 
shall be eligible to participate in an Incentive Award for the then current 
Plan Year on a pro-rata (based on the number of days that have elapsed 
during the then current Plan Year) or other basis to the extent that the 
Committee, in its sole discretion, shall determine.  Notwithstanding the 
foregoing, (i) no change to the list of Participants shall affect a
Participant's (or former Participant's) right to full payment of an
Incentive Award in respect of a Change in Control for the Plan Year
preceding the consummation of the Change in Control and the Plan Year during
which the Change in Control is consummated, all to the extent provided in the 
immediately succeeding paragraph, and (ii) in the event of a deletion of a 
Participant because of the Participant's death, disability or normal 
retirement, any Incentive Award in respect of a Plan Year ending prior to the 
death, disability or retirement shall be paid in full and an Incentive Award 
for the Plan Year in effect on the date of death, disability or retirement
shall be made on a pro-rata basis (based on the number of days that have 
elapsed during the then current Plan Year).

	In the event of a Change in Control, any Incentive Award that 
would be due and payable to Participants under the terms of this Plan (as in 
effect at the earlier of the time of the announcement of the transaction 
resulting in the Change in Control or the end of such Plan Year) for the Plan 
Year ending prior to the consummation of the Change in Control shall be 
payable in full simultaneously with or prior to the consummation of the 
Change in Control to each person who was a Participant at the time of the 
announcement of the transaction that resulted in the Change in Control, 
irrespective of whether or not he or she is employed at the time of the 
consummation of the Change in Control.  In addition, in the event of a 
Change in Control, each person who was a Participant at the time of the first 
announcement of the transaction that resulted in the Change in Control, 
whether or not he or she is employed at the time of the consummation of the 
Change in Control, shall be paid an Incentive Award (simultaneously with or 
prior to the consummation of the Change in Control) equal to 100% of (i) his 
or her Annual Base Salary in respect of the Plan Year during which the 
Change in Control occurs or (ii) his or her Annual Base Salary at the time of 
the announcement of the transaction resulting in the Change in Control, 
whichever is higher.  The Incentive Awards payable pursuant to the 
preceding two sentences shall be in lieu of any other Incentive Awards in 
respect of the applicable Plan Year hereunder.

	Except in the case of Incentive Awards payable in respect of a Plan 
Year during which a Change in Control occurs as provided in the 
immediately preceding paragraph (which shall become due and payable 
irrespective of whether or not Performance Factors are met or the Company 
is profitable), no Participant shall be eligible for an Incentive Award under 
this Plan for any Plan Year in respect of which the Company reports a net 
loss.

	5.	Term of Plan

	The term of the Plan shall be for the Plan Year commencing 
January 1, 1996 and each calendar year thereafter until terminated by the 
Committee in accordance with Section 10(e).

	6.	The Plan

	Incentive Awards shall be determined by the Committee by 
choosing a percentage of each Participant's Annual Base Salary from the 
ranges provided in Exhibit B.

	The percentage of Annual Base Salary paid as an Incentive Award 
shall be fixed for each Participant within the ranges provided in Exhibit B.  
However, Participants may, in the Committee's discretion, have different 
percentages.

	7.	Administration of the Plan

	The Plan shall be administered by the Committee.  No member of 
the Committee while serving as such shall be a Participant.  Subject to the 
terms and conditions of this Plan, the Committee shall have the exclusive 
and final authority in all determinations and decisions affecting the Plan and 
its Participants.  The Committee shall also have the authority to delegate 
such responsibilities or duties as it deems desirable, and to make any other 
determination that it believes necessary or advisable for the administration of 
the Plan including, but not limited to:

		(i)	Approving the designation of eligible 
Participants as contemplated in Section 4 of this Plan;

		(ii)	Changing the Performance Factors as 
contemplated in Section 3(i) of this Plan;

		(iii)	Certifying attainment of Performance 
Targets and other material terms, and

	(iv)	Establishing the percentage of Annual 
Base Salary to be awarded to a Participant within the range 
of percentages set forth in Exhibit B.

	The Committee shall have the authority, in its sole discretion but 
not inconsistent with the provisions of the Plan, to incorporate provisions in 
the Performance Factors to adjust for (i) unusual or non-recurring events 
affecting Lone Star Industries, Inc. or the financial statements of Lone Star 
Industries, Inc., or (ii) changes to applicable laws, regulations, accounting 
principles or accounting systems affecting the financial statements of Lone 
Star Industries, Inc.

	8.	Right to Payment

	Except (i) in the event of the death, disability or resignation of a 
Participant to the extent provided in Section 4, (ii) in the event of a Change 
in Control to the extent provided in Section 4, or (iii) as otherwise 
determined by the Committee, in its sole discretion, either when it changes 
the list of Participants as contemplated in Section 4 or otherwise, a 
Participant shall have no right to receive an Incentive Award under this Plan 
unless he or she remains in the employ of Lone Star Industries, Inc. at all 
times during the applicable Plan Year and thereafter until the Incentive 
Awards are paid.

	9.	Payment of Award

	Incentive Awards for a given Plan Year shall be paid to Participants 
in cash no later than April 1 of the year following the Plan Year.


	10.	Miscellaneous Provisions

	a.	A Participant's rights and interests under this Plan may not 
be sold, assigned, transferred, pledged or alienated.

	b.	In the case of a Participant's death, payment, if any, under 
the Plan (in respect of any Plan Year already completed and in respect of the 
pro-rata portion of the Plan Year during which the death occurs as 
contemplated in Section 4) shall be made to his or her designated 
beneficiary, or in the event no beneficiary is designated or surviving, the 
Participant's estate.

	c.	Neither this Plan nor any other action taken hereunder 
shall be construed as giving an employee the right to be retained in the 
employ of the Company.

	d.	The Company shall have the right to make such provisions 
as it deems necessary or appropriate to satisfy any obligations it may have to 
withhold federal, state, local or other taxes incurred by reason of payments 
made pursuant to the Plan.

	e.	The Company reserves the right, in its sole and absolute 
discretion, to amend or terminate in whole or in part any or all of the 
provisions of this Plan, without notice or hearing, provided, however, that no 
such amendment or termination shall be made at any time after the date 
which is six (6) months before the first announcement of any transaction that 
results in a Change in Control to the extent such amendment or termination 
in any manner adversely affects any Incentive Award to which a Participant 
would otherwise be entitled under this Plan in respect of the Plan Year in 
which the Change in Control occurs or any prior Plan Years.

	f.	The Company and the Board of Directors intend that this 
Plan constitutes an enforceable contract between the Company and each 
Participant and the Company and the Board of Directors intend to vest rights 
in each Participant as a third party beneficiary.  In order to advise the 
Participants of these rights, a copy of the Plan and any amendments hereto 
(including any changes to Exhibit A) shall be delivered to each Participant.

	g.	The Plan shall not be funded through any trust, insurance 
contract or other funding vehicle.  All the benefits and payments under the 
Plan shall be made from the general assets of the Company.  Accordingly, 
neither a Participant nor any other person shall acquire by reason of the Plan 
any right in or title to any specific assets, funds or property of the Company 
and shall only be a general creditor.

	h.	The validity, interpretation, instruction and performance of 
this Plan shall be governed by the laws of the State of Connecticut.