EXHIBIT 3.2
                                 BYLAWS
                                   OF
                       LONE STAR INDUSTRIES, INC.
                                ARTICLE I
                              STOCKHOLDERS
     A.   Meetings.
     1.  Place.  Meetings of the stockholders shall be held at such
place as may be designated by the board of directors.
     2.  Annual Meeting.  An annual meeting of the stockholders for
the election of directors and for other business shall be held on
such date and at such time as may be fixed by the board of
directors.
     3.  Special Meetings.  Special meetings of the stockholders may
be called at any time by the president, or the board of directors,
or the holders of a majority of the outstanding shares of stock of
the Company entitled to vote at the meeting.
     4.  Quorum.  The presence, in person or by proxy, of the
holders of a majority of the outstanding shares of stock of the
Company entitled to vote on a particular matter shall constitute a
quorum for the purpose of considering such matter.
     5. Voting Rights.  Except as otherwise provided herein, in the
certificate of incorporation or by law, every stockholder shall have
the right at every meeting of stockholders to one vote for every
share standing in the name of such stockholder on the books of the
Company which is entitled to vote at such meeting.  Every
stockholder may vote either in person or by proxy.


                                ARTICLE II

                                DIRECTORS

     A.  Number and Term.  The board of directors shall have
authority to (i) determine the number of directors to constitute the
board and (ii) fix the terms of office of the directors.
     B.  Meetings.
     1.  Place.  Meetings of the board of directors shall be held at
such place as may be designated by the board or in the notice of the
meeting.
     2.  Regular Meetings.  Regular meetings of the board of
directors shall be held at such times as the board may designate.
Notice of regular meetings need not be given.
     3.  Special Meetings.  Special Meetings of the board of
directors may be called by direction of the chairman or any two
members of the board of directors on one days notice to each
director, either personally or by mail, telegram or facsimile
transmission.
     4.  Quorum.  A majority of all the directors in office shall
constitute a quorum for the transaction of business at any meeting.
     5.  Voting.  Except as otherwise provided herein, in the
certificate of incorporation or by law, the vote of a  majority of
the directors present at any meeting at which a quorum is present
shall constitute the act of the board of directors.
     6.  Committees.  The board of directors may, by resolution
adopted by a majority of the whole board, designate one or more
committees, each committee to consist of one or more directors and
such alternate members (also directors) as may be designated by the
board.  Unless otherwise provided herein, in the absence or
disqualification of any member of a committee, the member or members
thereof present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum, may
unanimously appoint another director to act at the meeting in the
place of any such absent or disqualified member.  Except as
otherwise provided herein, in the certificate of incorporation or by
law, any such committee shall have and may exercise the powers of
the full board of directors to the extent provided in the resolution
of the board directing the committee.


                                ARTICLE III

                                  OFFICERS

     A.  Election.  At its first meeting after each annual meeting
of the stockholders, the board of directors shall elect a president,
treasurer, secretary and such other officers as it deems advisable.
     B.  Authority, Duties and Compensation.  The officers shall
have such authority, perform such duties and serve for such
compensation as may be determined by resolution of the board of
directors.  Except as otherwise provided by board resolution,
(i) the president shall be the chief executive officer of the
Company, shall have general supervision over the business and
operations of the Company, may perform any act and execute any
instrument for the conduct of such business and operations and shall
preside at all meetings of the board and stockholders, (ii) the
other officers shall have the duties customarily related to their
respective offices, and (iii) any vice president, or vice presidents
in the order determined by the board, shall in the absence of the
president have the authority and perform the duties of the
president.


                               ARTICLE IV

                             INDEMNIFICATION

4.1  Actions, etc. other than by or in the right of the Company.
The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the Company) by reason of the fact that he or she, or a
person of whom he or she was or is the legal representative, is or
was a director, officer or member of a management committee of the
Company, or is or was serving at the request of the Company as a
director, officer or member of a management committee of another
corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans.  The
indemnification shall be against charges, expenses (including
attorneys' fees), judgments, liabilities, ERISA excise taxes, fines,
penalties and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct
was unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he or she reasonably believed to be in or not opposed
to the best interests of the Company, and, with respect to any
criminal action or proceeding, that he or she had reasonable cause
to believe that his or her conduct was unlawful.

4.2  Actions, etc. by or in the Right of the Company.  The Company
shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or
suit by or in the right of the Company to procure a judgment in its
favor by reason of the fact that he or she is or was a director,
officer or member of a management committee of the Company, or is or
was serving at the request of the Company as a director, officer or
member of a management committee of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the
best interests of the Company.  However, no indemnification shall be
made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Company unless
and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view
of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

4.3  Determination of Right to Indemnification.  Any indemnification
under Section 1 or 2 of this Article (unless ordered by a court)
shall be made by the Company only as authorized in the specific case
upon a determination that indemnification of the director, officer
or member of a management committee is proper in the circumstances
because he or she has met the applicable standard of conduct set
forth in Section 1 or 2 of this Article.  This determination shall
be made (i) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even if
obtainable and a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (iii) by the
stockholders.

4.4  Right to Indemnification.  Notwithstanding the other provisions
of this Article, to the extent that a director, officer or member of
a management committee has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to
in Section 1 or 2 of this Article, or in defense of any claim, issue
or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him
or her in connection therewith.

4.5  Prepaid Expenses.  Expenses (including attorneys' fees)
incurred by an officer, director or member of a management committee
in defending a civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director or officer
to repay such amount if it shall ultimately be determined that he or
she is not entitled to be indemnified by the Company as authorized
in this Article.

4.6  Other Rights and Remedies.  The indemnification and advancement
of expenses provided by, or granted pursuant to, the other
subsections of this Article shall not be deemed exclusive of any
other rights to which any person seeking indemnification or
advancement of expenses may be entitled under any By-laws,
agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such office.

4.7  Continuation of Rights.  The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article shall,
unless otherwise provided when authorized or ratified, continue as
to a person who has ceased to be a director, officer or member of a
management committee and shall inure to the benefit of the heirs,
executors and administrators of such a person.

4.8  Insurance.  Upon resolution passed by the board of directors,
the Company may purchase and maintain insurance on behalf of any
person who is or was a director, officer or member of a management
committee of the Company, or is or was serving at the request of the
Company as a director, officer or member of a management committee
of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and
incurred in any such capacity, or arising out of his or her status
as such, whether or not the Company would have the power to
indemnify him or her against the liability under the provisions of
this Article.

4.9  Expenses as a Witness.  To the extent any director, officer,
employee or member of a management committee of the Company is by
reason of such position, or a position with another entity at the
request of the Company, a witness in any action, suit or proceeding,
he shall be indemnified against all costs and expenses actually and
reasonably incurred by him or her on his or her behalf in connection
therewith.

4.10  Pre-Merger Indemnification.  Notwithstanding the provisions of
Section 4.1 through 4.9 hereof, nothing in this Article IV shall
derogate from the current or former directors', officers',
employees' and agents' of the Company and its subsidiaries right to
indemnification pursuant to the Bylaws as in existence prior to the
effective time of the merger (the "Effective Time") of Level
Acquisition Corp. with and into the Company for acts or omissions
occurring prior to the Effective Time.


                                ARTICLE V

                     TRANSFER OF SHARE CERTIFICATES

     Transfers of share certificates and the shares represented
thereby shall be made on the books of the Company only by the
registered holder or by duly authorized attorney.  Transfers shall
be made only on surrender of the share certificate or certificates.


                                 ARTICLE VI

                                 AMENDMENTS

     These bylaws may be amended or repealed at any regular or
special meeting of the board of directors by vote of a majority of
all directors in office or at any annual or special meeting of
stockholders by vote of holders of a majority of the outstanding
stock entitled to vote.  Notice of any such annual or special
meeting of stockholders shall set forth the proposed change or a
summary thereof.