Exhibit 10.7



	This SECOND AMENDED AND RESTATED AGREEMENT effective as of 
the 1st day of May 1998, by and between Lone Star Industries, 
Inc., a corporation organized under the laws of the State of 
Delaware with its principal office at 300 First Stamford Place, 
Stamford, Connecticut 06912 and it successors and assigns (the 
"Corporation"), and William M. Troutman (the "Executive") 
residing at 8751 Jaffa Court, East Drive, Apartment 31, 
Indianapolis, Indiana 46260 (the "Agreement").

W I T N E S S E T H

	WHEREAS, the Executive is President and Chief Executive 
Officer of the Corporation; and

	WHEREAS, the Corporation and the Executive have entered 
into a Second Amended and Restated Employment Agreement, of even 
date herewith (the "Employment Agreement"); and

	WHEREAS, the Corporation and the Executive are parties to 
an Amended and Restated Agreement, effective as of the 20th day 
of November, 1996 (the "Superseded Supplemental Agreement"), 
which provides for certain supplemental retirement benefits for 
the Executive and his spouse, and the Corporation and the 
Executive wish to amend and restate the Superseded Supplemental 
Agreement as provided for herein.

	NOW, THEREFORE, in consideration of the mutual promises, 
agreements and covenants hereby made, the mutual benefits to be 
received from this Agreement, the execution and delivery of the 
Employment Agreement and for other good and valuable 
consideration, the receipt and sufficiency of which are hereby 
acknowledged, the parties hereto agree to amend and restate the 
Superseded Supplemental Agreement as follows:


ARTICLE I

DEFINITIONS


1.1	"Annual Retirement Benefit" shall mean an annual amount to 
be paid to the Executive by the Corporation under Article II 
hereof equal to the greater of (i) 50% of the sum of Salary and 
Bonus or (ii) $350,000.  The Annual Retirement Benefit shall be 
reduced in certain instances as provided in Section 2.2 if the 
Termination Date occurs prior to the Executive's attainment of 
age 62.  The Annual Retirement Benefit shall be reduced for any 
year by the amounts paid to the Executive or Spouse from the 
Plan for such year.  The Annual Retirement Benefit shall be paid 
from certain annuities, and adjusted as a result of certain tax 
considerations, to the extent provided in Section 2.5.

	1.2	"Annuity" shall mean National Home Life Assurance 
Company Policy Number N101058 (August 7, 1989).

	1.3	"Bonus" shall mean the greater of: (i) $300,000 or 
(ii) the average annual aggregate of all bonuses earned by the 
Executive in respect of (a) the last three calendar years ending 
prior to the Termination Date or (b) if higher, the three 
successive 12-month periods ending with the month in which the 
Termination Date occurs.

	1.4	"Board" shall mean the Board of Directors of the 
Corporation or its duly authorized committee.

	1.5	"Change in Control" shall have the meaning ascribed 
thereto in the Employment Agreement.

	1.6	"Disability" shall mean Executive's inability, because 
of physical or mental incapacity, to perform in a competent 
manner executive duties of a nature equivalent to the duties the 
Executive currently performs for a period of ninety (90) days.

	1.7	"Discontinuation Date" shall mean the date of the 
later to occur of:  (i) the death of the Executive; or (ii) the 
death of the Spouse.

	1.8	"Plan" shall mean the Lone Star Industries, Inc. 
Salaried Employees Pension Plan.

	1.9	"Qualified Dependents" shall mean the Executive's:  
(i) spouse, if not divorced or legally separated from the 
Executive, (ii) children under the age of (A) 19 or (B) 23 if a 
full-time student, unmarried, and not employed on a regular and 
full-time basis, and dependent on the Executive for support; 
provided however, if due proof is received within 31 days of the 
day the Qualified Dependent has reached his maximum age that he 
is incapable of self-sustaining employment by reason of mental 
retardation or physical handicap, the child shall continue to be 
deemed a dependant after such birthday, for purposes of only 
accident and health coverage; and (iii) legally adopted 
children, or children living in a parent-child relationship and 
primarily dependent on the Executive.
	1.10	"Salary" shall mean the greater of:  (i) the 
Executive's annual base salary in effect immediately prior to 
the Termination Date or (ii) $400,000.

	1.11	"Spouse" shall mean the Executive's legal spouse on 
the Termination Date.

	1.12	"Termination Date" shall mean the date the Executive 
ceases to be an employee of the Corporation for any reason 
whatsoever including, without limitation, by reason of a Change 
in Control, death, Disability or for actual or alleged "Cause", 
whether as defined in the Employment Agreement or under 
applicable law; provided however, in the event that the 
Executive's termination of employment results in his receiving 
severance pay under Sections 3(b) or 6 of the Employment 
Agreement, the Termination Date for purposes hereof shall occur 
on the last day of the last month in respect of which such 
severance is actually paid to the Executive.

ARTICLE II

	2.1	Payment of Benefits.  The Corporation shall pay to the 
Executive (or his Spouse, as the case may be) the Annual 
Retirement Benefit each year commencing on the Termination Date 
and continuing until the Discontinuation Date.  The Annual 
Retirement Benefit shall be paid in equal monthly installments 
in advance.  Upon the Discontinuation Date (i) no refund for any 
partial month shall be required to be paid by the Executive's or 
Spouse's estate, as the case may be, and (ii) thereafter, no 
additional monthly installments of the Annual Retirement Benefit 
in respect of the year during which the Discontinuation Date 
occurs shall be paid.  The Annual Retirement Benefit shall be 
paid irrespective of the reason for the Termination Date, 
whether it be by reason of a Change in Control, death, 
Disability, actual or alleged "Cause", whether as defined in the 
Employment Agreement or under applicable law or any other 
reason.

	2.2	Reduction of Benefits Payable in Certain Instances if 
Termination Date Occurs prior to Executive's Attainment of Age 
62.  The Annual Retirement Benefit shall be reduced by one 
twelfth (1/12) of 5% for each complete month by which the 
Termination Date precedes the Executive's attainment of age 62; 
provided, however, no such reduction shall occur (i) if the 
Termination Date results from the Executive's Disability or (ii) 
at any time after a Change in Control or (iii) if the 
Termination Date occurs on or after the Executive's 62nd  
birthday.  As an illustration of the foregoing, if the 
Termination Date were to occur on December 31, 1998, other than 
as a result of the Executive's Disability or after a Change in 
Control (in either of which case no reduction would occur), the 
Annual Retirement Benefit would be reduced by 18.33% (e.g., 1/12 
x 0.05 x 44 complete months prior to the Executive's 62nd 
birthday).

	2.3	Benefits to Spouse.  There shall be no reduction in 
the Annual Retirement Benefit payable under this Agreement due 
to the age of the Spouse.  All payments under this Agreement 
shall be made to the Executive until his death, and then to the 
Spouse for her life if she survives the Executive.

	2.4	Purchase of Annuity.  The Corporation agrees to 
purchase within thirty days after the date on which the 
Executive ceases to be an employee (which date will not be 
deferred even if the Termination Date is to be deferred 
thereafter as a result of the proviso to Section 1.12), an 
annuity from a reputable provider of annuities rated at least 
"AA" by Standard & Poors for the Executive and the Spouse which 
provides, together with annual amounts paid to the Executive or 
Spouse from the Plan and Annuity, for an annual retirement 
benefit to Executive and his Spouse equal to the Annual 
Retirement Benefit called for by this Agreement.  Within 30 days 
after the purchase of such annuity, the Corporation shall pay 
the Executive an amount equal to the federal and applicable 
state and local income taxes and FICA taxes which shall be 
payable by the Executive upon receipt of the annuity, said 
amount to be grossed up to reflect the additional taxes payable 
due to the receipt of such payment. 

	2.5	Payments from Annuities; Tax Matters.

	(a)	To the extent practicable, the Annual Retirement 
Benefit shall be paid from the Annuity and from the annuity 
purchased under Section 2.4 above, and the Annual Retirement 
Benefit paid from these annuities shall be adjusted so that the 
after-tax retirement benefits provided by the annuities are 
equal to the after-tax retirement benefits the Executive would 
have received from the Corporation had the Plan paid the Annual 
Retirement Benefit directly rather than through the annuities.

(b)	On or before the January 31 following the first calendar 
year or partial calendar year ending after the Termination Date, 
the Company shall cause its independent certified public 
accountants to provide a signed statement to the Executive or to 
the Spouse, as the case may be, setting forth a reasonably 
detailed calculation of the annual amount to be paid to the 
Executive or the Spouse from the Annuity and the annuity 
purchased as provided in Section 2.4 which calculation shall set 
forth the amounts of such annuities that are subject to federal 
and applicable state and local income tax.


	ARTICLE III

HEALTH AND MEDICAL BENEFITS

	From the date hereof until the Discontinuation Date, the 
Corporation agrees to provide the Executive with life insurance 
and the Executive and Qualified Dependents with medical 
insurance at no cost to the Executive and Qualified Dependents 
at least equal to the life and medical insurance provided to 
senior elected officers of the Corporation; provided, however, 
upon the earlier to occur of the Executive's attainment of age 
65 or the Executive's application for a pension benefit under 
the Plan, the medical benefits provided to the Executive and 
Qualified Dependents shall be at least equal to the medical 
benefits described in the Executive Medical and Life Insurance 
Plan - William Troutman and Qualified Dependents, effective 
March 1, 1996 (the "SPD"), a copy of which is attached hereto 
and the terms of which are incorporated by reference herein.

	The Corporation agrees to use its best efforts to provide 
the benefits listed on the SPD to the Executive and his spouse 
in a manner that will not result in any income inclusion under 
federal, state or local tax law.  To the extent any such income 
inclusion results to either the Executive or his spouse, the 
Executive and his spouse (as the case may be) shall receive an 
annual payment from the Corporation to fully pay for the 
federal, state or local tax on such income inclusion (a "Gross-
up Payment") as well as any income inclusion from the Gross-up 
Payment based on the highest marginal tax rate on the payment, 
so that neither the Executive nor his Spouse have any federal, 
state or local tax liability as a result of participation in the 
Executive Medical Plan described in the SPD.  For each year, 
such payment shall be made no later than January 31st of the 
following year.

	This section shall survive any termination of this 
Agreement.

ARTICLE IV


	4.1	Dispute Resolution

		(a)	Any dispute relating to this Agreement arising 
between the Executive (and/or the Spouse) and the Corporation 
(or any successor or assign) shall be settled by arbitration in 
accordance with the commercial arbitration rules of the American 
Arbitration Association ("AAA").  The arbitration proceeding, 
including the rendering of an award, shall take place in 
Indianapolis, Indiana (or such other location mutually agreed 
upon by the Corporation and the Executive (and/or the Spouse)) 
and shall be administered by the AAA.

		(b)	The arbitral tribunal shall be appointed within 
30 days of the notice of dispute, and shall consist of three 
arbitrators, one of which shall be appointed by the Company, one 
by the Executive, and the third by both the Company and the 
Executive (and/or the Spouse) jointly; provided, however, that 
if the Company and the Executive (and/or the Spouse) do not 
select the third arbitrator within such 30-day period, such 
third arbitrator shall be chosen by the AAA as soon as 
practicable following notice to the AAA by the parties of their 
inability to choose such third arbitrator.

		(c)	Decisions of such arbitral tribunal shall be in 
accordance with the laws of the State of Connecticut (excluding 
the conflicts of law rules which require the application of any 
other law).  The award of any such arbitral tribunal shall be 
final (except as otherwise provided by the laws of the State of 
Connecticut and the Federal laws of the United States, to the 
extent applicable).  Judgment upon such award may be entered by 
the prevailing party in any state or Federal court sitting in 
Connecticut or any other court having jurisdiction thereof, or 
application may be made by such party to any such court for 
judicial acceptance of such award and an order of enforcement.

		(d)	The Corporation shall reimburse the Executive and 
Spouse for all costs, including reasonable attorney's fees, in 
connection with any arbitration hereunder in which the Executive 
(and/or the Spouse) is the prevailing party.


ARTICLE V

MISCELLANEOUS


	5.1	Unfunded Plan.  This Agreement is unfunded and shall 
at all times remain unfunded until required pursuant to Section 
2.6.  The obligations of the Corporation with respect to the 
benefits payable hereunder shall be paid out of the 
Corporation's general assets and shall not be secured.  At its 
discretion, the Corporation may establish one or more trusts, 
with such trustees as the Board may appoint, for the purpose of 
providing payment of such benefits.  Such trust or trusts may be 
irrevocable, but the assets thereof shall be subject to the 
claims of the Corporation's creditors.  To the extent any 
benefits provided under the Agreement are actually paid from any 
such trust, the Corporation shall have no further obligation 
with regard thereto, but to the extent not so paid, such benefit 
shall remain the obligation of, and shall be paid by the 
Corporation.  To the extent that any person acquires a right to 
receive payments from the Corporation under this agreement, such 
right shall be no greater than the right of any unsecured 
general creditor of the Corporation.

	5.2	No Effect on Employment.	Nothing contained herein 
shall be construed as adversely affecting, in any manner, the 
terms and conditions of the Executive's employment including, 
without limitation, the terms and conditions of the Employment 
Agreement; provided however, in the event there are any 
conflicts between this Agreement and the Employment Agreement 
regarding supplemental retirement benefits and life and medical 
insurance, the terms of this Agreement shall prevail.  In 
furtherance and not in limitation of the proviso to the 
immediately preceding sentence, the Annual Retirement Benefit 
provided for herein is not, and shall not be deemed to be, 
severance pay for purposes of Sections 3(b), 3(c) or 6 of the 
Employment Agreement.

	5.3	Payments Not Compensation.  Any compensation payable 
under this Agreement shall not be deemed salary or compensation 
to the Executive for the purposes of computing benefits to which 
he may be entitled under any pension plan or other arrangement 
of the Corporation for the benefit of its employees.

	5.4	No Reduction in Plan Benefits.  Nothing in this 
Agreement shall reduce the benefits to which the Executive and 
the Spouse are entitled under the Plan.

	5.5	Invalidity.  In case any provision of this Agreement 
shall be illegal or invalid for any reason, said illegality or 
invalidity shall not affect the remaining parts hereof, but this 
Agreement shall be construed and enforced as if such illegal and 
invalid provision never existed.

	5.6	Withholding of Taxes.  The Corporation 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 or local income or other taxes incurred by reason 
of payments pursuant to this Agreement.

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

	5.8	No Assignment.  Except as provided herein, the 
benefits payable under this Agreement shall not be subject to 
alienation, transfer, assignment, garnishment, execution or levy 
of any kind, and any attempt to cause any benefits to be so 
subjected shall not be recognized.

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

	IN WITNESS WHEREOF, the Corporation has caused this 
Agreement to be executed by its duly authorized officers and the 
Executive has hereunto set his hand as of the date first above 
written.
						__________________________
						William M. Troutman
						Executive


						LONE STAR INDUSTRIES, INC.


						By:	___________________________
							David W. Wallace
Lone Star Industries, Inc.
							Chairman of the Board


								- and -


						By:	___________________________
							Jack R. Wentworth
Chairman of the
							Compensation and Stock
							Option Committee