Exhibit 2.2

                           Amendment to the Agreement

                           and Plan of Merger between

                       the Company and Solite Corporation


<PAGE>



     AMENDMENT  NO. 3, dated as of February  26, 1998 (the  "Amendment')  to the
AGREEMENT  AND PLAN OF MERGER,  dated as of September  10, 1997, as amended (the
"Merger  Agreement") by and between Giant Cement  Holding,  Inc. (the "Parent"),
GCHI Acquisition  Corp. (the  "Acquisition  Sub"),  and Solite  Corporation (the
"Company").

                                    RECITALS

     Parent,  Acquisition Sub, and the Company have heretofore  entered into the
Merger Agreement and now desire to amend certain provisions thereof.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants,  representations,  warranties  and  agreements  contained  herein the
parties agree as follows:

     1.        Amendments.

               (a) Section 2.1 (a)(i) shall be deleted in its  entirety and the
following inserted in lieu thereof:


"a number of shares of the voting  common  stock,  par value $.01 per share (the
"Parent  Common  Stock"),  of the  Parent,  payable  upon the  surrender  of the
certificate  formerly  representing such share of Company Common Stock, equal to
the quotient  derived by dividing  (A) 325,000  minus the number of shares to be
placed in the Escrow Account and the Indemnity  Escrow Account  described below,
by (B) the number of  outstanding  shares of Company Common Stock at the Closing
(hereinafter referred to collectively, as the "Outstanding Stock")."


               (b)  Section  2.2(b)  shall be  deleted in its  entirety  and the
following inserted in lieu thereof:

"Promptly  after the Effective  Time, the Parent shall (i) deliver to the escrow
agent (the "Escrow Agent") under the escrow  agreement dated the Effective Date,
substantially   in  the  form  attached  hereto  as  Exhibit  B,  a  certificate
representing  75,000 shares of Parent Common Stock (the "Escrow  Account") to be
held  pursuant to such escrow  agreement for  dissemination  pursuant to Section
2.4(c),  and (iii) deliver to the escrow agent (the  "Indemnity  Escrow  Agent")
under the escrow  agreement dated the Effective Time,  substantially in the form
of Exhibit C, a  certificate  representing  75,000 shares of Parent Common Stock
(the  "Indemnity  Escrow  Account")  to be held  pursuant to the  provisions  of
Section  9.4.  The shares of Parent  Common  Stock  shall be deemed to have been
issued at the Effective Time."

<PAGE>

               (c)  Section 2.4(c) shall be  deleted  in its  entirety  and  the
 following inserted in lieu thereof:

"If the  consolidated  net book  value of the  Company  reflected  in the  Final
Closing  Balance Sheet is less than $4.5  million,  then (i) the Parent shall be
entitled  to receive  from the Escrow  Account and to cancel the number of whole
shares of Parent  Common Stock as shall equal the  quotient  derived by dividing
(A) the amount by which $4.5 million exceeds the  consolidated net book value of
the Company reflected in the Final Closing Balance Sheet by (B) $22 per share of
Parent  Common  Stock,  and (ii) subject to Section  2.4(d),  the balance of the
shares  of  Parent  Common  Stock  in the  Escrow  Account  shall  be  available
immediately  for  distribution   pursuant  to  Section  2.  1  (a)(ii).  If  the
consolidated  net book  value of the  Company  reflected  in the  Final  Closing
Balance Sheet is more than $4.5 million,  then,  subject to Section 2.4(d),  all
the shares of Parent  Common  Stock in the  Escrow  Account  shall be  available
immediately for  distribution  pursuant to Section  2.1(a)(ii).  For purposes of
calculating  net book value,  no effect will be given to (i) up to $1,000,000 of
valuation  allowance recorded against the net deferred tax assets of the Company
and  (ii)  the  cost  of the  AF  Old  Container  Management  Handling  Facility
(estimated at $250,000), if the Company writes-off the cost of such facility."

               (d)  Section 2.4(d) shall  be deleted  in its  entirety  and  the
 following inserted in lieu thereof:

"If the net current assets of the Company reflected in the Final Closing Balance
Sheet is less than $5.0 million then (i) the Parent shall be entitled to receive
from the  Escrow  Account  and to cancel  the  number of whole  shares of Parent
Common Stock as shall equal the  quotient  derived by dividing (A) the amount by
which $5.0 million  exceeds the net current  assets of the Company  reflected in
the Final Closing Balance Sheet by (B) $22 per share of Parent Common Stock, and
(ii) subject to Section 2.4(c), the balance of the shares of Parent Common Stock
in the Escrow Account shall be available  immediately for distribution  pursuant
to Section 2.1(a)(ii). If the net current assets of the Company reflected in the
Final Closing Balance Sheet is more than $5.0 million,  then, subject to Section
2.4(c),  all the shares of Parent  Common Stock in the Escrow  Account  shall be
available  immediately  for  distribution  pursuant to Section  2.l(a)(ii).  For
purposes of  calculating  net current  assets no effect will be given to current
installments  to  indebtedness  for borrowed  money in an  aggregate  amount not
exceeding $20 million. For the purposes hereof net current assets shall be equal
to (x)  the sum of cash  accounts  receivable  less  than 60 days  past  due and
inventories  less (y) the sum of accounts  payable,  accrued  expenses and other
current liabilities."

               (e)  Section  4.7  shall  be deleted  in  its  entirety and  the
following inserted in lieu thereof:

"Except as set forth in the Parent's current report on Form 8-K , dated December
8, 1997 and except for this Agreement, there is no material agreement, judgment,
injunction,  order or decree binding upon the Parent or any of its  subsidiaries
which has or could  reasonably be expected to have the effect of  prohibiting or
materially  impairing  the  business  practice  of  the  Parent  or  any  of its
<PAGE>

subsidiaries,  acquisition of property by the Parent or any of its  subsidiaries
or the conduct of business by the Parent or any of its subsidiaries as currently
conducted or as proposed to be conducted by the Parent.

               (f)  Section  8.1(b) shall be  deleted  in its entirety  and the
following inserted in lieu thereof:

"by  either  the  Parent  or the  Company,  if the  Merger  shall  not have been
consummated before April 30, 1998,"

               (g)  Section   9.4  shall  be deleted  in its  entirety  and  the
following inserted in lieu thereof:

     The  shares of Parent  Common  Stock  held in the  Escrow  Account  and the
Indemnity  Escrow  Account  shall be  available  to satisfy the  indemnification
claims of Parent  Claimants  pursuant  to this  Section  9. The shares of Parent
Common  Stock  in  the  Escrow   Account  shall  be  available  to  satisfy  the
indemnification  claims of Parent  Claimants to the extent such shares of Parent
Common Stock have not been released  pursuant to Section 2.4.  Unless a claim or
claims by Parent  Claimants are then  pending,  in amounts in excess of the then
value of 37,500 shares of Parent  Common  Stock,  37,500 shares of Parent Common
Stock held in the  Indemnity  Escrow  Account  shall be  released  on the second
anniversary  of the  Closing  Date,  and  unless  any  claim or claims by Parent
Claimants  are then  pending,  the balance of the shares of Parent  Common Stock
held in the Indemnity Escrow Account shall be released on the third  anniversary
of the Closing  Date.  For the purposes of this Section 9.4, the value of Parent
Common  Stock shall be the average of the closing bid and asked prices per share
of  Parent  Common  Stock as  quoted  on  NASDAQ  for the  twenty  trading  days
immediately  preceding any release of Parent Common Stock.  Any dispute relating
to or in  respect of the rights of any  Indemnitee  to receive  shares of Parent
Common  Stock  from the  Escrow  Account  or the  Indemnity  Escrow  Account  in
satisfaction   of  an   indemnification   claim   pursuant  to  9.2  hereof  (an
"Indemnification  Dispute")  shall be  submitted  to, and  resolved  exclusively
pursuant to arbitration in accordance with the commercial  arbitration  rules of
the  American  Arbitration  Association.  Such  arbitration  shall take place in
Richmond,  Virginia and shall be subject to the  substantive law of the State of
Virginia.  Decisions pursuant to such arbitration shall be final, conclusive and
binding upon the parties.  Upon the conclusion of  arbitration,  the parties may
apply to any court of competent jurisdiction to enforce the decision pursuant to
such arbitration.  The parties hereto waive and shall not seek jury trial in any
lawsuit, proceeding, claim, counterclaim, defense or other litigation or dispute
relating to or in respect of an  Indemnification  Dispute.  Neither  party shall
submit a dispute to  arbitration  before  that  party has sought to resolve  the
dispute through direct  negotiation  with the other party. If the dispute is not
resolved within three weeks after a demand for direct  negotiation,  the parties
shall attempt to resolve the dispute  through  mediation.  If the parties do not
promptly agree on a mediator,  either party may request the then senior judge of
the civil  division of the Circuit  Court for the City of Richmond,  Virginia to
appoint a mediator.  If the mediator is unable to facilitate a settlement of the
dispute within a reasonable  period of time, as determined by the mediator,  the
mediator  shall  issue a written  statement  to the  parties to that  effect and
<PAGE>

either party may then submit the dispute to arbitration as provided herein.  The
fees and expenses of the mediator shall be shared equally by the parties. If the
dispute is submitted to arbitration,  the arbitrator  shall award the prevailing
or  substantially  prevailing  party its expenses and costs,  including costs of
arbitration and reasonable attorney's fees.

               (h)  Schedule  A-1  to  the Merger  Agreement shall be amended as
 follows:

                    (i)   Section 2.1(a)(i)shall be deleted in its entirety and
the following inserted in lieu thereof:

"a number of shares of the voting  common  stock,  par value S.01 per share (the
"Parent  Common  Stock"),  of the  Parent,  payable  upon the  surrender  of the
certificate  formerly  representing such share of Company Common Stock, equal to
the quotient  derived by dividing  (A) 325,000  minus the number of shares to be
placed in the Escrow Account and the Indemnity  Escrow Account  described below,
by (B) the number of  outstanding  shares of Company Common Stock at the Closing
(hereinafter  referred  to  collectively,  as the  "Outstanding  Stock")."

                    (ii)  Section  2.2(b)  shall  be deleted in its entirety and
the  following inserted in lieu thereof:

"Promptly  after the Effective  Time, the Parent shall (i) deliver to the escrow
agent (the "Escrow Agent") under the escrow  agreement dated the Effective Date,
a  certificate  representing  75,000  shares of Parent Common Stock (the "Escrow
Account")  to be  held  pursuant  to such  escrow  agreement  for  dissemination
pursuant  to  Section  2.4(c),  and  (iii)  deliver  to the  escrow  agent  (the
"Indemnity Escrow Agent") under the escrow agreement dated the Effective Time, a
certificate  representing  75,000 shares of Parent Common Stock (the  "Indemnity
Escrow  Account") to be held  pursuant to the  provisions  of Section 9.4 of the
Agreement and Plan of Merger, dated September 10, 1997, as amended among Parent,
Acquisition  Sub and the  Company.  The shares of Parent  Common  Stock shall be
deemed to have been issued at the Effective Time."

                    (iii) Section 2.4(c) shall  be deleted  in its  entirety and
the following inserted in lieu thereof:

"If the  consolidated  net book  value of the  Company  reflected  in the  Final
Closing  Balance Sheet is less than $4.5  million,  then (i) the Parent shall be
entitled  to receive  from the Escrow  Account and to cancel the number of whole
shares of Parent  Common Stock as shall equal the  quotient  derived by dividing
(A) the amount by which $4.5 million exceeds the  consolidated net book value of
the Company reflected in the Final Closing Balance Sheet by (B) $22 per share of
Parent  Common  Stock,  and (ii) subject to Section  2.4(d),  the balance of the
shares  of  Parent  Common  Stock  in the  Escrow  Account  shall  be  available
immediately for distribution pursuant to Section 2.l(a)(ii). If the consolidated
net book value of the Company  reflected in the Final  Closing  Balance Sheet is
<PAGE>

more than $4.5  million,  then,  subject  to Section  2.4(d),  all the shares of
Parent  Common Stock in the Escrow  Account shall be available  immediately  for
distribution  pursuant to Section  2.1(a)(ii).  For purposes of calculating  net
book  value,  no  effect  will be given to (i) up to $  1,000,000  of  valuation
allowance  recorded  against the net deferred tax assets of the Company and (ii)
the cost of the AF Old  Container  Management  Handling  Facility  (estimated at
$250,000), if the Company writes-off the cost of such facility."

                    (iv)  Section 2.4(d)shall be deleted in its entirety and the
 following inserted in lieu thereof:

"If the net current assets of the Company reflected in the Final Closing Balance
Sheet is less  than $5.0  million,  then (i) the  Parent  shall be  entitled  to
receive  from the Escrow  Account  and to cancel  the number of whole  shares of
Parent  Common  Stock as shall equal the  quotient  derived by dividing  (A) the
amount by which $5.0  million  exceeds  the net  current  assets of the  Company
reflected  in the  Final  Closing  Balance  Sheet by (B) $22 per share of Parent
Common Stock,  and (ii) subject to Section 2.4(c),  the balance of the shares of
Parent  Common Stock in the Escrow  Account shall be available  immediately  for
distribution  pursuant to Section 2.1 (a)(ii).  If the net current assets of the
Company  reflected in the Final Closing Balance Sheet is more than $5.0 million,
then,  subject to Section  2.4(c),  all the shares of Parent Common Stock in the
Escrow  Account  shall be available  immediately  for  distribution  pursuant to
Section  2.1(a)(ii).  For purposes of  calculating  net current assets no effect
will be given to current  installments to indebtedness  for borrowed money in an
aggregate amount not exceeding $20 million. For the purposes hereof, net current
assets shall be equal to (x) the sum of cash,  accounts  receivable less than 60
days past due and  inventories  less (y) the sum of  accounts  payable,  accrued
expenses and other current liabilities."

     2.    Definitions.  Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in the Merger Agreement.

     3.    Terms of Merger  Agreement.   Except as  amended  hereby , all of the
terms of the  Merger  Agreement  shall  remain in full  force and effect and are
hereby confirmed in all respects.

     4.    Counterparts.   This  Amendment  may  be executed  in  one  or  more
counterparts, each of which shall be deemed to constitute an original.

     5 .   Governing Law. This Amendment  shall be governed by, and construed in
accordance with the laws of the  Commonwealth of Virginia  without giving effect
to the provisions  thereof relating to the conflict of laws.
<PAGE>

           IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed in counterparts by their duly authorized officers, all as of the day
and year first written above.

                                 SOLITE CORPORATION


                                 By:   /s/ J. J. Jewett, III.
                                       J. J. Jewett, III.
                                       Vice President and Secretary




                                 By:   /s/ Terry L. Kinder
                                       Terry L. Kinder
                                       Vice President and Chief Financial
                                       Officer



                                 GCHI ACQUISITION CORP.



                                 By:   /s/ Terry L. Kinder
                                       Terry L. Kinder
                                       Vice President and Chief Financial
                                       Officer

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