FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.  20549

(Mark One)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1999
                                 OR
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission File Number 1-06124

                      LONE STAR INDUSTRIES, INC.
        (Exact name of registrant as specified in its charter)
                                 	
                DELAWARE                   No. 13-0982660
         (State or other jurisdiction of		 (I.R.S. Employer
	    incorporation or organization) 		Identification No.)

 300 First Stamford Place, P. O. Box 120014, Stamford, CT  06912-0014
        (Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code   203-969-8600

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.

                   Yes   X             No       

The number of shares outstanding of each of the registrant's classes 
of common stock as of May 4, 1999:

       Common Stock, par value $1 per share - 19,552,493 shares

 





TABLE OF CONTENTS


	
												PAGE


PART I.	FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
Consolidated Statements of Operations - For the
   Three Months Ended March 31, 1999 and 1998 
   (Unaudited)...........................................3

Consolidated Statements of Retained Earnings -            
   For the Three Months Ended March 31, 1999 and 
   1998 (Unaudited)......................................4 

Consolidated Balance Sheets - March 31, 1999
   (Unaudited) and December 31, 1998.....................5

Consolidated Statements of Cash Flows - For the 
   Three Months Ended March 31, 1999 and 1998
   (Unaudited)...........................................6

Notes to Unaudited Consolidated Financial Statements.....7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS...........12

PART II.	OTHER INFORMATION..............................18

SIGNATURES..............................................19




PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                     LONE STAR INDUSTRIES, INC.
            CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
                 (In Thousands Except Per Share Amounts)

<TABLE>
<CAPTION>
                                     
                                              For the Three Months  
                                                 Ended March 31,    
                                               1999            1998
 <S>                                             <C>             <C>
                                                         
Revenues:
 Net sales                                  $ 66,663        $ 57,794
 Joint venture income                            842             823
 Other income, net                             2,255           3,769
                                            --------        --------
                                              69,760          62,386
                                            --------        --------
                                                                    
Deductions from revenues:                                           
 Cost of sales                                41,633          38,903
 Selling, general and administrative expenses  6,787           6,732
 Depreciation and depletion                    6,053           5,346
 Interest expense                                727             747
                                            --------        --------
                                              55,200          51,728
                                            --------        --------
                                                                    
Income before income taxes                    14,560          10,658
                                                                    
Provision for income taxes                    (4,914)        (3,597)
                                            --------        --------
                                                                    
Net income applicable to common stock      $   9,646       $   7,061
                                            ========        ========
Weighted average common shares outstanding:                         
 Basic                                        20,167          21,432
                                            ========        ========
 Diluted                                      24,685          27,079
                                            ========        ========
                                                                    
Earnings per common share:                                          
 Basic                                      $   0.48        $   0.33
                                            ========        ========
 Diluted                                    $   0.39        $   0.26
                                            ========        ========
</TABLE>
                                                                    
The accompanying Notes to Unaudited Consolidated Financial 
Statements are an integral part of the Financial Statements.        







                      LONE STAR INDUSTRIES, INC.
         CONSOLIDATED STATEMENTS OF RETAINED EARNINGS(Unaudited)
                           (In Thousands)


<TABLE>
<CAPTION>

                                            For the Three Months    
                                              Ended March 31,     
                                            1999             1998  
<S>                                           <C>             <C>
                                                                   
                                                               
Retained earnings, beginning of period   $  252,671      $  178,444

Net income                                    9,646           7,061

Dividends                                    (1,015)           (527)
                                         ----------      ----------
Retained earnings, end of period         $  261,302      $  184,978
                                         ==========      ==========
</TABLE>
                                                                   
                                                                   

The accompanying Notes to Unaudited Consolidated Financial 
Statements are an integral part of the Financial Statements.

















                        LONE STAR INDUSTRIES, INC.
                                CONSOLIDATED BALANCE SHEETS
                              (In Thousands)
<TABLE>
<CAPTION>

                                            March 31,   December 31,
                                               1999          1998   
                                           (Unaudited)              
      <S>                                       <C>           <C>

Assets:
   Current assets:
    Cash including cash equivalents
     of $104,775 and $119,896               $  104,980    $  120,161
    Accounts and notes receivable, net          33,053        32,164
    Inventories:                                                              
      Finished goods                            21,741        15,228
      Work in process and raw materials          8,678         6,657
      Supplies and fuel                         23,969        23,848
                                            ----------    ----------
                                                54,388        45,733
                                                                              
                                                                              
    Deferred tax asset                           4,052         4,052   
    Other current assets                         4,369         3,736
                                            ----------    ----------
      Total current assets                     200,842       205,846
                                                                              
   Joint ventures                               23,409        21,517
                                                                              
   Property, plant and equipment               434,884       418,484
   Less accumulated depreciation and depletion  95,805        89,821
                                            ----------    ----------
                                               339,079       328,663
                                                                              
   Deferred tax asset                           19,591        21,593   
   Other assets and deferred charges             9,989        10,895
                                            ----------    ----------
      Total assets                          $  592,910    $  588,514
                                            ==========    ==========

Liabilities and Shareholders' Equity:
   Current Liabilities:
    Accounts payable                        $   24,382    $   16,087
    Accrued liabilities                         40,328        44,281
    Income taxes payable                         4,150         2,086
                                            ----------    ----------
      Total current liabilities                 68,860        62,454


   Senior notes payable                         50,000        50,000
   Postretirement benefits other than pensions 123,060       123,428
   Other liabilities                            27,822        28,316
   Contingencies (See Notes 6 and 7)        ----------    ----------

       Total liabilities                       269,742       264,198
                                            ----------     ---------

Shareholders' Equity:
  Common stock                                  25,883        25,692
  Warrants to purchase common stock             11,419        11,792
  Additional paid-in capital                   173,211       171,276
  Retained earnings                            261,302       252,671
  Treasury stock, at cost                    (148,647)     (137,115)
                                            ----------    ----------
      Total shareholders' equity               323,168       324,316
                                            ----------    ----------
      Total liabilities and shareholders'
        equity                              $  592,910    $  588,514
                                            ==========    ==========

</TABLE>
The accompanying Notes to Unaudited Consolidated Financial 
Statements are an integral part of the Financial Statements. 

















                    LONE STAR INDUSTRIES, INC. 
          CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                         (In Thousands)


<TABLE>
<CAPTION>
                                             For the Three Months   
                                                 Ended March 31,    
                                              1999             1998 
  <S>                                          <C>            <C>

Cash Flows from Operating Activities:                          

Net income                                $    9,646     $    7,061
Adjustments to arrive at net cash provided
  by operating activities:
  Depreciation and depletion                   6,053          5,346
  Deferred income taxes                        2,002          1,465
  Changes in operating assets and liabilities:
    Accounts and notes receivable               (901)         2,009
    Inventories and other current assets      (9,370)       (12,552)
    Accounts payable and accrued liabilities  (5,590)         5,148
  Equity income, net of dividends received       (92)          (573)
  Gain on sale of a surplus property              -          (1,500)
  Other, net                                     568         (1,221)
                                           ---------      ----------
Net cash provided by operating activities      2,316          5,183

Cash Flows from Investing Activities:

Capital expenditures                         (16,301)       (15,889)
Proceeds from sales of assets                     64          2,495
Advances to equity investees                  (1,800)              -
                                           ---------      ----------
Net cash used by investing activities        (18,037)       (13,394)

Cash Flows from Financing Activities:

Proceeds from exercise of warrants             1,800             24
Purchase of treasury stock                      (267)             -
Dividends paid                                (1,015)          (527)
Proceeds from exercise of options                 22              -
                                          ----------      ----------
Net cash provided (used) by
 financing activities                            540           (503)
                                                                       
Net decrease in cash and cash
 equivalents                                 (15,181)        (8,714)

Cash and cash equivalents, beginning
 of period                                   120,161        154,080
                                          ----------     -----------
Cash and cash equivalents, end of period  $  104,980     $  145,366
                                          ==========    ===========

</TABLE>

The accompanying Notes to Unaudited Consolidated Financial 
Statements are an integral part of the Financial Statements.




 

            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 1

In the opinion of management, the accompanying unaudited consolidated 
financial statements contain all adjustments, which are of a normal 
recurring nature, necessary to present fairly the financial position of 
the Company as of March 31, 1999, and the results of operations and the 
cash flows for the three months ended March 31, 1999 and 1998. 

The year-end consolidated balance sheet was derived from the Company's 
audited financial statements, but does not include all disclosures 
required by generally accepted accounting principles. The financial 
statements contained herein should be read in conjunction with the 
financial statements and related notes in the Company's annual report on 
Form 10-K for the year ended December 31, 1998. The Company's operations 
are seasonal and, consequently, interim results are not indicative of the 
results to be expected for a full year.


Note 2 - Common Stock 

In February 1999, the Board of Directors declared a $0.05 dividend per common 
share, which was paid on March 15, 1999 to shareholders of record as of March 
1, 1999. In late March 1999, the Company purchased 393,839 shares of its 
common stock for $11,613,000. Most of these transactions were settled early 
in the second quarter of 1999 and therefore are not included in the statement 
of cash flows for the period ended March 31, 1999. In addition, in April 
1999, the Company purchased 385,969 shares of its stock and 25,000 of its 
warrants for $13,609,000.


Note 3 - Supplemental Disclosures of Cash Flow Information

Cash equivalents include the Company's marketable securities which are 
comprised of short-term, highly liquid investments with original maturities 
of three months or less. Interest paid during the three months ended March 
31, 1999 and 1998 was $1,854,000 and $1,827,000, respectively. Income taxes 
paid during the three months ended March 31, 1999 and 1998 were $848,000 and 
$1,078,000, respectively.


Note 4 - Interest

Interest expense of $945,000 has been accrued duringboth of the three-month 
periods ended March 31, 1999 and 1998. Interest capitalized during the three 
months ended March 31, 1999 and 1998 was $218,000 and $198,000, respectively.


Note 5 - Earnings Per Share

Basic earnings per common share for the three months ended March 31, 1999 and 
1998 are calculated by dividing net income by weighted average common shares 
outstanding during the period. Diluted earnings per common share for the 
three months ended March 31, 1999 and 1998 are calculated by dividing net 
income by weighted average common shares outstanding during the period plus 
dilutive potential common shares which are determined as follows:

                                      For the Three Months Ended March 31,
                                              1999            1998 
Weighted average common shares            20,166,935       21,432,130
Effect of dilutive securities:
   Warrants                                4,304,227        5,433,016
   Options to purchase common stock          213,795          214,272
Adjusted weighted average common shares   24,684,957	       27,079,418

Dilutive potential common shares are calculated in accordance with the 
treasury stock method which assumes that the proceeds from the exercise of 
all warrants and options are used to repurchase common stock at market value. 
The number of shares remaining after the proceeds are exhausted represents 
the potentially dilutive effect of the securities.


Note 6 - Environmental Regulation

The Company is subject to extensive, stringent and complex federal, state 
and local laws, regulations and ordinances pertaining to the quality and 
the protection of the environment and human health and safety, requiring 
the Company to devote substantial time and resources in an effort to 
maintain continued compliance. Many of the laws and regulations apply to 
the Company's former activities, properties and facilities as well as its 
current operations. There can be no assurances that judicial or 
administrative proceedings, seeking penalties or injunctive relief, will 
not be brought against the Company for alleged non-compliance with 
applicable environmental laws and regulations relating to matters as to 
which the Company is currently unaware. For instance, if releases of 
hazardous substances are discovered to have occurred at facilities 
currently or previously owned or operated by the Company, or at facilities 
to which the Company has sent waste materials, the Company may be subject 
to liability for the investigation and remediation of such sites. In 
addition, changes to such regulations or the enactment of new regulations 
in the future could require the Company to undertake capital improvement 
projects or to cease or curtail certain operations or could otherwise 
substantially increase the capital, operating and other costs associated 
with compliance. For example, recent worldwide initiatives for limitations 
on carbon dioxide emissions could result in the promulgation of statutes 
or regulations that would adversely affect certain aspects of United 
States manufacturing, including the cement industry.
 
The Clean Water Act provides a comprehensive federal regulatory scheme 
governing the discharge of pollutants to waters of the United States. This 
regulatory scheme requires that permits be secured for discharges of 
wastewater, including stormwater runoff associated with industrial 
activity, to waters of the United States. The Company has secured or has 
applied for all required permits in connection with its wastewater and 
stormwater discharges.
 
The Clean Air Act provides for a uniform federal regulatory scheme 
governing the control of air pollutant emissions and permit requirements. 
In addition, certain states in which the Company operates have enacted 
laws and regulations governing the emission of air pollutants and 
requiring permits for sources of air pollutants. The Company is required 
to apply for federal operating permits for each of its cement 
manufacturing facilities. All of these applications have been made. As 
part of the permitting process, the Company may be required to install 
equipment to monitor emissions of air pollutants from its facilities. In 
addition, the United States Environmental Protection Agency ("EPA") is 
required to develop regulations directed at reducing emissions of toxic 
air pollutants from a variety of industrial sources, including the 
portland cement manufacturing industry. As part of this process, the EPA 
has announced proposed maximum available control technology ("MACT") 
standards for cement manufacturing facilities (like Lone Star's 
Greencastle and Cape Girardeau plants) that burn hazardous waste fuels 
("HWF") and other MACT standards for facilities burning fossil fuels. 
These MACT standards are anticipated by the Company to be effective in 
1999 and implemented over a three-year period. The Company currently 
anticipates that it will be able to achieve these MACT standards. The EPA 
has also promulgated under the Clean Air Act new standards for small 
particulate matter and ozone emissions, and related testing will be 
carried out over the next several years. Depending on the result of this 
testing, additional regulatory burdens could be imposed on the cement 
industry by states not in compliance with the regulations. The EPA has 
promulgated new regulations to reduce nitrogen oxide emissions 
substantially over the next eight years. These rules would affect 22 
states including three in which the Company has cement plants: Indiana, 
Illinois and Missouri. Depending on state implementation, this emissions 
reduction could adversely affect the cement industry in these states.
 
The Resource Conservation and Recovery Act ("RCRA") establishes a cradle-
to-grave regulatory scheme governing the generation, treatment, storage, 
handling, transportation and disposal of solid wastes. Solid wastes which 
are classified as hazardous wastes pursuant to RCRA, as well as facilities 
that treat, store or dispose of such hazardous wastes, are subject to 
stringent regulatory requirements. Generally, wastes produced by the 
Company's operations are not classified as hazardous wastes and are 
subject to less stringent federal and state regulatory requirements. 
Cement kiln dust ("CKD"), a by-product of cement manufacturing, is 
currently exempted from regulation as a hazardous waste pursuant to the 
Bevill Amendment to RCRA. However, in 1995, the EPA issued a regulatory 
determination regarding the need for regulatory controls on the 
management, handling and disposal of CKD. Generally, the EPA regulatory 
determination provides that the EPA intends to draft and promulgate 
regulations imposing controls on the management, handling and disposal of 
CKD that will be based largely on selected components of the existing RCRA 
hazardous waste regulatory program, tailored to address the specific 
regulatory concerns posed by CKD. The EPA regulatory determination further 
provides that new CKD regulations will be designed both to be protective 
of the environment and to minimize the burden on cement manufacturers. It 
is not possible to predict at this time precisely what new regulatory 
controls on the management, handling and disposal of CKD or what increased 
costs (or range of costs) would be incurred by the Company to comply with 
these requirements. These regulations will be promulgated through a 
rulemaking scheduled to be completed shortly. These rules will be 
implemented over a three-year period following promulgation. The types of 
controls being considered by the EPA include fugitive dust emission 
controls, restrictions for landfills located in sensitive areas, 
groundwater monitoring, standards for liners and caps, metals limits and 
corrective action for currently active units.
 
The Cape Girardeau, Missouri and Greencastle, Indiana plants, which are 
the Company's two cement manufacturing facilities using HWF as a cost-
saving energy source, are subject to strict federal, state and local 
requirements governing hazardous waste treatment, storage and disposal 
facilities, including those contained in the federal Boiler and Industrial 
Furnace Regulations promulgated under RCRA (the "BIF Rules"). The Company 
has secured the permit required under RCRA and the BIF Rules for the Cape 
Girardeau plant, and the Greencastle plant also will go through this 
permitting process and has completed a three-year recertification of its 
existing interim status. The Greencastle permit is a requirement to enable 
Lone Star to continue the use of HWF at the plant. The permitting process 
is lengthy and complex, involving the submission of extensive technical 
data, and there can be no assurances that the plant will be successful in 
securing its final RCRA permit. In addition, if received, the permit could 
contain terms and conditions with which the Company cannot comply or could 
require the Company to install and operate costly control technology 
equipment. While Lone Star believes that it is currently in compliance 
with the extensive and complex technical requirements of the BIF Rules, 
there can be no assurances that the Company will be able to maintain 
compliance with the BIF Rules or that changes to such rules or their 
interpretation by the relevant agencies or courts might not make it more 
difficult or cost-prohibitive to continue to burn HWF.
 
The federal Comprehensive Environmental Response, Compensation and 
Liability Act ("CERCLA" or "Superfund"), as well as many comparable state 
statutes, creates a joint and several liability scheme for the 
investigation and remediation of facilities where releases of hazardous 
substances are found to have occurred. Liability may be imposed upon 
current owners and operators of the facility, upon owners and operators of 
the facility at the time of the release and upon generators and 
transporters of hazardous substances released at the facility. While, as 
noted above, wastes produced by the Company generally are not classified 
as hazardous wastes, many of the raw materials, by-products and wastes 
currently and previously produced, used or disposed of by the Company or 
its predecessors contain chemical elements or components that have been 
designated as hazardous substances or which otherwise may cause 
environmental contamination. Hazardous substances are or have been used or 
produced by the Company in connection with its cement manufacturing 
operations (e.g. grinding compounds, refractory bricks), quarrying 
operations (e.g. blasting materials), equipment operation and maintenance 
(e.g. lubricants, solvents, grinding aids, cleaning aids, used oils), and 
hazardous waste fuel burning operations. Past operations of the Company 
have resulted in releases of hazardous substances at sites currently or 
formerly owned by the Company and certain of its subsidiaries or where 
waste materials generated by the Company have been disposed. CKD and other 
materials were placed in depleted quarries and other locations for many 
years. The Company has been named by the EPA as a potentially responsible 
party for the investigation and remediation of several Superfund sites, 
although it does not currently contemplate that future costs relating to 
such sites will be material.
 
The Company's operations are subject to federal and state laws and 
regulations designed to protect worker health and safety. Worker 
protection at the Company's cement manufacturing facilities is governed by 
the federal Mine Safety and Health Act ("MSHA") and at other Company 
operations is governed by the federal Occupational Safety and Health Act 
("OSHA").


 Note 7 - Legal Proceedings
 
From time to time, the Company is named as a defendant in lawsuits 
asserting, among other things, products liability. The Company maintains 
such liability insurance coverage for its operations as it deems 
reasonable. The Company does not expect the effect of such matters to have 
a material effect on the financial condition of the Company.



 

 
ITEM 2 . MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL                
CONDITION AND RESULTS OF OPERATIONS


Financial Condition

	The Company believes that cash and marketable securities on 
hand of $105.0 million and funds generated by operations will be 
adequate to cover current working capital and capital expenditure 
needs. 
	
	The Company's financing agreement and the revolving credit 
facility contain certain restrictive covenants which, among other 
things, could have the effect of limiting the payment of dividends 
and the repurchase of common stock and warrants. Approximately 
$34.9 million is currently available for such payments under the 
most restrictive of such covenants. 

	During 1999, the Company has purchased 779,800 shares of its 
stock and 25,000 warrants at a cost of $25.2 million. This 
includes 393,800 shares of stock that were purchased during the 
first quarter at a cost of $11.6 million. Since the inception of 
its repurchase program in July 1995, the Company has purchased a 
total of 7,323,900 shares and 204,400 warrants at a cost of $185.5 
million. The Company is currently authorized to purchase an 
additional $14.8 million of common stock and warrants. 

	Cash flows from operating activities of $2.3 million for the 
three months ended March 31, 1999 primarily reflect income from 
operations and changes in working capital.  The utilization of net 
operating loss carryforwards and other deferred tax assets during 
the first quarter reduced cash taxes otherwise payable by $2.0 
million.
 
	During the three months ended March 31, 1999, investing 
activities used $18.0 million, primarily representing $16.3 
million for capital expenditures and a $1.8 million advance to 
Kosmos Cement Company, a partnership in which the Company owns a 
25% interest.

	Net cash inflows from financing activities of $0.5 million 
for the three months ended March 31, 1999 primarily reflect 
proceeds from the exercise of warrants, offset by the purchase of 
the Company's common stock and dividends paid during the first 
quarter. 

	Working capital on March 31, 1999 was $132.0 million as 
compared to $143.4 million on December 31, 1998.  Current assets 
decreased $5.0 million primarily due to lower short-term 
investments, partially offset by higher inventory balances. 
Current liabilities increased $6.4 million primarily due to an 
increase in accounts payable and accrued taxes , partially offset 
by a decrease in accrued expenses.  The increase in accounts 
payable reflects purchases of the Company's common stock at the 
end of March 1999.

	The $2.0 million decrease in the Company's long-term deferred 
tax asset is due to the utilization of a portion of the tax assets 
during the first quarter of 1999.  Investments in joint ventures 
increased $1.9 million primarily due to a $1.8 million advance to 
Kosmos Cement Company.  Net property, plant and equipment 
increased $10.4 million reflecting capital expenditures, partly 
offset by depreciation expense. 

	In February 1999, the Company's Board of Directors declared a 
$0.05 per share dividend which was paid on March 15, 1999 to 
shareholders of record as of March 1, 1999.  Total dividends paid 
were $1.0 million.  

	The Company is subject to extensive, stringent and complex 
federal, state and local laws, regulations and ordinances 
pertaining to the quality and the protection of the environment 
and human health and safety, requiring the Company to devote 
substantial time and resources in an effort to maintain continued 
compliance. Many of the laws and regulations apply to the 
Company's former activities, properties and facilities as well as 
its current operations. There can be no assurances that judicial 
or administrative proceedings, seeking penalties or injuctive 
relief, will not be brought against the Company for alleged non-
compliance with applicable environmental laws and regulations 
relating to matters as to which the Company is currently unaware.  
For instance, if releases of hazardous substances are discovered 
to have occurred at facilities currently or previously owned or 
operated by the Company, or at facilities to which the Company 
has sent waste materials, the Company may be subject to liability 
for the investigation and remediation of such sites. In addition, 
changes to such regulations or the enactment of new regulations 
in the future could require the Company to undertake capital 
improvement projects or to cease or curtail certain operations or 
could otherwise substantially increase the capital, operating and 
other costs associated with compliance (See Note 6).

	The Company believes that it has adequately provided for 
costs related to its ongoing obligations with respect to known 
environmental liabilities. Expenditures for environmental 
liabilities during the first quarter of 1999 did not have a 
material effect on the financial condition or cash flows of the 
Company.


Year 2000

The Company is in the process of conducting a company-wide 
assessment of its computer systems and operations to identify 
computer hardware and software and process control systems that 
are not Year 2000 compliant.  The Company expects that the 
identification and repair of any problems will be successfully 
completed during 1999.  The Company's goal is to have its 
remediated and replaced systems operational during the third 
quarter of 1999 to allow time for testing and verification.  In 
particular, the Company will perform tests of its cement plants' 
operations during their normal maintenance shutdowns in the first 
half of 1999. Expenses incurred to date have not been material, 
and the Year 2000 issue has had no known effect on the Company to 
date.  Future costs are not expected to be material.  Since 1990, 
the Company has been replacing and upgrading its corporate and 
plant computer systems, including its maintenance tracking 
system, sales order entry system, treasury system and other 
financial programs.  The Company has replaced all employee 
desktop computer systems within the past several years.  Such 
improvements have been made in the normal course of business.  
Vendors have assured the Company that all of these recently 
purchased machines and software programs are Year 2000 compliant.	

The Company has been in communication with third parties 
such as critical vendors and major service suppliers, 
communications providers and banks whose system failures 
potentially could have a material  impact on the Company.  No 
single customer accounts for more than 10% of the Company's total 
sales and the Company has no material executory contracts to sell 
cement that extend past December 31, 1999.  Accordingly, the 
Company is not canvassing its customers as to their Year 2000 
compliance.  There can be no guarantee that customer and vendor 
systems will be Year 2000 compliant.  Moreover, the potential 
effect of such noncompliance cannot be quantified because of the 
impossibility of estimating the magnitude, duration, or ultimate 
impact of noncompliance by others.

	If the Company is unsuccessful in identifying or fixing all 
Year 2000 problems in its critical operations, or if it is 
affected by the inability of suppliers or customers to continue 
operations due to such a problem, the results of operations or 
financial condition could be materially impacted.  In the event 
of the failure to correct all compliance issues related to 
manufacturing control systems, the plants have the ability, in 
many instances, to continue operations mechanically, rather than 
electronically.  However, operations at a plant would shut down 
if that plant's main control center failed or if power suppliers 
failed to deliver electricity due to a Year 2000 problem. Failure 
of other major third parties, such as coal and gas suppliers and 
railroads, to correct Year 2000 problems could also affect the 
Company's business.   

	The Company anticipates developing a contingency plan that 
would be designed to mitigate, in part, the impact on its 
business of certain Year 2000 problems.  This plan, however, can 
not cover all eventualities, such as a power outage.  The Company 
expects this plan to be in place by mid-1999. 
	
	
Forward-Looking Statements

	This Management's Discussion and Analysis of Financial 
Condition and Results of Operations and other sections of this 
Form 10-Q contain forward-looking statements within the meaning of 
Section 27A of the Securities Act of 1933 and Section 21E of the 
Securities Exchange Act of 1934.  These forward-looking statements 
are based on current expectations, estimates and projections 
concerning the general state of the economy and the industry and 
market conditions in certain geographic locations in which the 
Company operates.  Words such as "expects", "anticipates", 
"intends", "plans", "believes", "estimates" and variations of such 
words and similar expressions are intended to identify such 
forward-looking statements.  These statements are not guarantees 
of future performance and involve certain risks, uncertainties and 
assumptions which are difficult to predict. Therefore, actual 
results and outcomes may differ materially from what is expressed 
or forecasted in such forward-looking statements. The Company 
undertakes no obligation to update publicly any forward-looking 
statements as a result of new information, future events or other 
factors.

	The Company's business is cyclical and seasonal, the effects 
of which cannot be accurately predicted. Risks and uncertainties 
include changes in general economic conditions (such as changes in 
interest rates), changes in economic conditions specific to any 
one or more of the Company's markets (such as the strength of 
local real estate markets and the availability of public funds for 
construction), adverse weather, unexpected operational 
difficulties, changes in governmental and public policy including 
increased environmental regulation, the outcome of pending and 
future litigation, the successful negotiation of labor contracts, 
unforeseen operational difficulties including difficulties 
relating to the construction and installation of improvements to 
property, plant and equipment, financial losses due to Year 2000 
computer problems, and the continued availability of financing in 
the amounts, at the times, and on the terms required to support 
the Company's future business.  Other risks and uncertainties 
could also affect the outcome of the forward-looking statements.  


Results of Operations

	Consolidated net sales of $66.7 million during the first 
quarter of 1999 were $8.9 million higher than the comparable 
prior-year results. Cement sales were higher due to a 2% increase 
in average net realized cement selling prices in 1999, combined 
with a 14% increase in cement shipments.  The increase in 
shipments is attributable to continued strong demand for cement in 
the Company's major markets as well as mild weather during the 
quarter.

	Gross profit from the Company's cement and ready-mixed 
concrete operations of $19.1 million for the first quarter of 1999 
was $5.4 million higher than the comparable 1998 period.  The 
increase in gross profit reflects higher overall shipments, higher 
average net realized cement selling prices, and greater cement 
production for the quarter.  In addition, costs associated with 
annual plant maintenance during the first quarter of 1999 were 
approximately $2.0 million lower than last year's first quarter, 
due to the timing of plant maintenance outages at certain 
facilities.  The first quarter timing variance is expected to 
reverse later in the year when the maintenance is performed.
   
	Included in the calculation of gross profit are sales less 
cost of sales including depreciation related to cost of sales 
(which excludes depreciation on office equipment, furniture and 
fixtures which are not related to the cost of sales).	

	The Company's operations are seasonal and, consequently, the 
interim results are not indicative of the results to be expected 
for the full year.

	Pre-tax income from joint ventures of $0.8 million during the 
first quarter of 1999 reflects the results of the Kosmos Cement 
Company, a partnership in which the Company has a 25% interest.  
The results for the three months ended March 31, 1999 were 
comparable with the prior-year period. 

	Other income of $2.3 million during the first quarter of 1999 
decreased $1.5 million from the comparable 1998 period.  Last 
year's first quarter results included a gain of $1.5 million on 
the sale of a surplus parcel of real estate.  Lower interest 
income during the current quarter, reflecting lower short-term 
investment balances, was offset by receipts from litigation 
settlements.

	Interest expense of $0.7 million during the first quarter of 
1999 was comparable with the prior-year period expense. 
Capitalized interest was $0.2 million for the three months ended 
March 31, 1999 and 1998.  

	The income tax expense of $4.9 million during the first 
quarter of 1999, an increase of $1.3 million from the prior-year 
expense, primarily reflects higher pre-tax earnings in the first 
quarter of 1999.  

	Net income of $9.6 million during the first quarter of 1999 
was $2.6 million higher than the prior-year results. On a per 
share basis, basic and diluted earnings for the first quarter of 
1999 were $0.48 and $0.39, respectively, compared to $0.33 and 
$0.26, respectively, for 1998.  This improvement is primarily due 
to higher results for the cement operations reflecting higher 
average selling prices and increased shipments.  These favorable 
results were partly offset by higher income tax expense due to 
higher pre-tax earnings and lower other income.






                PART II.  OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Index of Exhibits:

27. Financial Data Schedule.







                        SIGNATURES

     Pursuant to the requirements of the Securities 
Exchange Act of 1934, Lone Star Industries, Inc. has duly 
caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                 LONE STAR INDUSTRIES, INC.


Date:  May 5, 1999               By:  WILLIAM E. ROBERTS
                                      William E. Roberts
                                    Vice President, Chief
                                      Financial Officer,
                                   Controller and Treasurer


Date:  May 5, 1999                By:  JAMES W. LANGHAM
                                       James W. Langham
                                    Vice President, General
                                     Counsel and Secretary