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                                                                    Exhibit 10.2

                               FIRST AMENDMENT TO
                           DAYTON SUPERIOR CORPORATION
                             1995 STOCK OPTION PLAN
                           ---------------------------

         THIS FIRST AMENDMENT is made as of the 17th day of July, 1997, under
the following circumstances:

                  A. The Dayton Superior Corporation (the "COMPANY") 1995 Stock
         Option Plan (the "PLAN") was approved by the Board of Directors of the
         Company on October 11, 1995 and by the shareholders of the Company on
         October 13, 1995.

                  B. Section 8 of the Plan provides that the Plan may be amended
         by the Board of Directors of the Company unless shareholder approval is
         required to comply with Rule 16b-3 under the Securities Exchange Act of
         1934, as amended, or to comply with any other law, regulation or stock
         exchange rule.

                  C. This First Amendment to the Plan has been approved by the
         Board of Directors of the Company on July 17, 1997. No shareholder
         approval of this amendment is required.

         NOW, THEREFORE, the Plan hereby is amended as follows:

         1. DEFINITIONS. Section 2 of the Plan hereby is amended to remove the
definition of "Book Value" set forth in Section 2(c); to include the following
additional definitions; and to reletter the paragraphs of the section
accordingly:

                  (_) "MARKET VALUE" means the average of the highest sale price
         and the lowest sale price of a Share on the date the value of a Share
         is to be determined, as reported on the New York Stock Exchange and
         published in the WALL STREET JOURNAL, or if no sale is reported for
         such date, then on the next preceding date for which a sale is reported
         or, if the Shares no longer are traded on the New York Stock Exchange,
         the determination of such value shall be made by the Committee in good
         faith.

                  (_) "TAX DATE" means the date as of which the amount of a
         withholding tax payment with respect to the exercise of an Option is
         calculated.

         2. SUBSTITUTION OF MARKET VALUE. Section 6(f) of the Plan hereby is
amended to replace the words "Book Value" in each place in which they appear in
such section with the words "Market Value."

         3. PAYMENT OF TAX WITHHOLDING. Section 12(b) of each of the Plans
hereby is amended by adding the following at the end of such section:

                  An Optionee may elect to have the Company retain from the
                  Shares to be issued upon the exercise of an Option, or may
                  deliver to the Company, a number of Shares having a Market
                  Value on the Tax Date equal to all or any part of the
                  mandatory federal, state and local withholding tax payments to
                  be made on behalf of the Optionee with respect to the exercise
                  of the Option in lieu of making such payments in cash.

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