SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            _________________________
                           CRH public limited company
             (Exact name of Registrant as specified in its charter)

Ireland                  Belgard Castle                None
(State or other       Clondalkin, Dublin 22           (I.R.S. Employer
jurisdiction of       (Address of principal           Identification No.)
incorporation           executive office)
or organization
--------------------------------------------------------------------------------

            Oldcastle Architectural, Inc. Union Employees 401(k) Plan
          Pike Industries, Inc. Profit Sharing and Deferred Income Plan
                   Oldcastle Southwest 401(k) Retirement Plan
                    Hallett Construction Company 401(k) Plan
               Pennsy Supply, Inc. 401(k) and Profit Sharing Plan
           CPM Development Corporation Profit Sharing Retirement Plan
                            (Full title of the Plans)
                            _________________________
                              Michael G. O'Driscoll
                   Vice President and Chief Financial Officer
                                 Oldcastle, Inc.
                         375 Northridge Road, Suite 350
                             Atlanta, Georgia 30350
                                 (770) 804-3363
                      (Name, address, and telephone number,
                   including area code, of agent for service)
                            _________________________
                         CALCULATION OF REGISTRATION FEE
<table>
<caption>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

===================================== =================== =================== ==================== ===================
                                                           Proposed Maximum    Proposed Maximum
                                            Amount          Offering Price    Aggregate Offering       Amount of
Title of Securities                         to be            Per Share(2)          Price(2)           Registration
to be Registered                        Registered(1)                                                     Fee
------------------------------------- ------------------- ------------------- -------------------- -------------------
------------------------------------- ------------------- ------------------- -------------------- -------------------
CRH plc Ordinary Shares of 0.32
euro per share                            1,000,000             $13.32            $13,324,905            $1,226
===================================== =================== =================== ==================== ===================
</table>

     (1)  Pursuant to Rule 416 of the  Securities  Act of 1933,  as amended (the
"Securities  Act"),  there is also being  registered  such number of  additional
Ordinary  Shares  which  may  become  available  for  issuance  pursuant  to the
foregoing plans in the event of certain changes in outstanding shares, including
reorganizations,  recapitalizations,  stock splits,  stock dividends and reverse
stock splits,  and any other  securities  with respect to which the  outstanding
Ordinary Shares are converted or exchanged. In addition, pursuant to Rule 416(c)
under  the  Securities   Act,  this   registration   statement  also  covers  an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plans described herein.

     (2) In accordance  with Rule 457(h),  the maximum  offering price per share
has been  calculated  pursuant to Rule 457(c).  The  translation of euro into US
dollars  has  been  made at the noon  buying  rate in New  York  City for  cable
transfers in foreign currencies as certified for customs purposes by the Federal
Reserve Bank of New York on March 5, 2003 of 1 euro to 1.0967 US dollars.


<PAGE>
                                     PART I

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1. Plan Information.*

     Item 2. Registrant Information and Employee Plan Annual Information.*


     *Information  required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance with
Rule 428 under the Securities Act, and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.


     The following  documents,  which  previously  have been filed by CRH public
limited  company,  organized  under the laws of Ireland  (the  "Company"  or the
"Registrant")  with the Securities and Exchange  Commission (the  "Commission"),
are  incorporated   herein  by  reference  and  made  a  part  hereof:

     (a) the  Registrant's  Annual Report on Form 20-F for the fiscal year ended
December 31, 2001, Commission File No. 0-17630

     (b) all reports filed by the Registrant  pursuant to Section 13(a) or 15(d)
of the Exchange Act since December 31, 2001;

     (c) the  description of the  Registrant's  Ordinary  Shares,  0.32 euro per
share (the "Ordinary  Shares") and American  Depositary  Shares relating to such
shares,  from Item 14 of the  Registrant's  Registration  Statement on Form 20-F
dated June 14, 1989,  including any amendment or report filed for the purpose of
updating such description.


     All reports and other documents  filed by the Company  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment hereto that indicates that all
securities  offered  hereunder have been sold or that deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents.

     For purposes of this Registration  Statement,  any statement contained in a
document  incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified  or  superseded  to the extent that a statement  contained
herein or in any other  subsequently filed document that also is or is deemed to
be  incorporated  herein by reference  modifies or supersedes  such statement in
such  document.  Any  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

     Item 4. Description of Securities.


     Not applicable.

     Item 5. Interests of Named Experts and Counsel.


     Not applicable.

     Item 6. Indemnification of Directors and Officers.


     Article 153 of the Company's Articles of Association provides:


     Subject to the  provisions  of and so far as may be  admitted  by the Acts,
every Director, Managing Director, Chief Executive,  Auditor, Secretary or other
Officer of the  Company  shall be  entitled  to be  indemnified  by the  Company
against all costs, charges,  losses, expenses and liabilities incurred by him in
the execution and discharge of his duties or in relation  thereto  including any
liability incurred by him in defending any proceedings, civil or criminal, which
relate to  anything  done or  omitted or alleged to have been done or omitted by
him as an officer or employee  of the Company and in which  judgment is given in
his favour (or the proceedings are otherwise  disposed of without any finding or
admission  of any  material  breach  of  duty on his  part)  or in  which  he is
acquitted or in  connection  with any  application  under any statute for relief
from liability in respect of any such act or omission in which relief is granted
to him by the Court.


     The Directors shall have power to purchase and maintain for any Director or
Officer of the Company insurance against any such liability as is referred to in
Section 200 of the Act.


     The relevant  provision of the Irish  Companies  Act,  1963,  as amended is
Section 200, which provides:


     200. Subject as hereinafter  provided,  any provision  whether contained in
the  articles of a company or in any contract  with a company or  otherwise  for
exempting  any officer of the  company or any person  employed by the company as
auditor from, or indemnifying him against,  any liability which by virtue of any
rule of law would otherwise attach to him in respect of any negligence, default,
breach of duty or breach of trust of which he may be guilty in  relation  to the
company shall be void, so, however, that


     (a)  nothing in this  section  shall  operate to deprive  any person of any
exemption or right to be  indemnified  in respect of anything done or omitted to
be done by him while any such provision was in force; and


     (b)  notwithstanding  anything in this section, a company may, in pursuance
of any such  provision  as  aforesaid,  indemnify  any such  officer  or auditor
against any liability incurred by him in defending proceedings, whether civil or
criminal,  in which judgment is given in his favour or in which he is acquitted,
or in  connection  with any  application  under section 391 or Section 42 of the
Companies (Amendment) Act, 1983 in which relief is granted to him by the court.


     The Registrant's directors, officers and its authorized representatives are
insured against certain  liabilities,  including certain  liabilities under U.S.
securities  laws,  which  they  may  incur  in their  capacity  as such  under a
liability insurance policy carried by the Registrant.

     Item 7. Exemption from Registration Claimed.


     Not applicable.

     Item 8. Exhibits.

4.1           Memorandum and Articles of Association of the  Registrant,
              revised and restated as of May 8, 2002 (filed on Form 6-K, dated
              May 21, 2002).

4.2           Specimen of certificate representing the Registrant's Ordinary
              Shares (filed on Form S-8, on June 19, 2002).

4.3           Oldcastle Architectural, Inc. Union Employees' 401(k) Plan

4.4           Pike Industries, Inc. Profit Sharing and Deferred Income Plan

4.5           Oldcastle Southwest 401(k) Retirement Plan

4.6           Hallett Construction Company 401(k) Plan

4.7           Pennsy Supply, Inc. 401(k) and Profit Sharing Plan

4.8           CPM Development Corporation Profit Sharing Retirement Plan

23.1          Consent of Ernst & Young

24.1          Power of Attorney (included on the signature page of this
              Registration Statement)

     Item 9. Undertakings.


     (a) The undersigned registrant hereby undertakes:


     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement;


     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;


     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;


     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement.


     (2) That, for the purpose of determining any liability under the Securities
Act each such post-effective  amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.


     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.


     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.


     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the  Act  and  will  be  governed  by a  final
adjudication of such issue.



<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act, the Company  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  registration  statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized,  in Dublin,
Ireland, on February 26th, 2003.


                                CRH public limited company


                                By: /s/P.J. Molloy
                                    -----------------------
                                    Name: P.J. Molloy
                                    Title : Chairman


                                POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints Michael
O'Driscoll his true and lawful  attorney-in-fact  and agent,  acting alone, with
full powers of substitution and  resubstitution,  for him and in his name, place
and stead, at any and all capacities,  to sign any and all amendments (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent,  acting alone,  with full powers and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as full to all intents and purposes as he might or could do in person,
hereby  ratifying and confirming that said  attorney-in-fact  and agent,  acting
alone, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of February 26th, 2003.



/s/ P.J. Molloy                             /s/ D. Dey
----------------------------------        --------------------------------------
      P.J. Molloy                                   D. Dey
Director and Chairman                              Director

/s/ W.I. O'Mahony                          /s/ D. Godson
----------------------------------        --------------------------------------
     W.I. O'Mahony                             D. Godson Director
Director and Chief Executive Officer


/s/ B.T.Alexander                         /s/ B.G. Hill
----------------------------------        --------------------------------------
     B.T. Alexander                            B.G. Hill  Director
        Director




<PAGE>

/s/ K. McGowan                            /s/ T.W. Hill
----------------------------------        --------------------------------------
      K. McGowan                                  T.W. Hill
       Director                                   Director

/s/ A. O'Brien                            /s/ D.M. Kennedy
----------------------------------        --------------------------------------
      A. O'Brien                                  D.M. Kennedy
       Director                                    Director

/s/ W.P. Roef                             /s/ H.E. Kilroy
----------------------------------        --------------------------------------
       W.P. Roef                                  H.E. Kilroy
       Director                                    Director

/s/ J.L. Wittstock                        /s/ H.P. Sheridan
----------------------------------        --------------------------------------
    J. L. Wittstock                               H.P. Sheridan
       Director                            Chief Financial Officer, Principal
                                             Accounting Officer and Director
/s/ M.G. O'Driscoll
----------------------------------
        M.G. O'Driscoll
    Authorized Representative
      in the United States



<PAGE>

     Pursuant to the  requirements of the Securities Act, the trustees have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized on March 6, 2003.



                    Oldcastle Architectural, Inc. Union Employees' 401(k) Plan


                    By: /s/ Joseph McCullough
                        ----------------------
                    Name:  Joseph McCullogh
                    Title: Chairman


                   Pike Industries, Inc. Profit Sharing and Deferred Income Plan


                   By: /s/ Randolph K. Pike
                       -----------------------
                   Name:  Randolph K. Pike
                   Title: President


                   Oldcastle Southwest 401(k) Retirement Plan


                   By: /s/ Lowell Laycock
                       -----------------------
                       Name:   Lowell Laycock
                       Title:  Vice President


                   Hallett Construction Company 401(k) Plan


                   By: /s/ Kurt Rasmussen
                       -----------------------
                       Name:  Kurt Rasmussen
                       Title: President


                   Pennsy Supply, Inc. 401(k) and Profit Sharing Plan


                   By: Pennsy Supply, Inc.


                       By: /s/ John Robertson
                           --------------------
                           Name:  John Robertson
                           Title: Vice President


                   CPM Development Corporation Profit Sharing Retirement Plan


                   By: /s/ Paul Salisbury
                       -------------------------
                       Name:  Paul Salisbury
                       Title: CFO


<PAGE>



                                INDEX TO EXHIBITS



Exhibit No.        Description


4.1                Memorandum and Articles of Association of the Registrant,
                   revised and restated as of May 8, 2002 (filed on Form 6-K,
                   dated May 21, 2002).

4.2                Specimen of certificate representing the Registrant's
                   Ordinary Shares (filed on Form S-8, on June 19, 2002).

4.3                Oldcastle Architectural, Inc. Union Employees' 401(k) Plan

4.4                Pike Industries, Inc. Profit Sharing and Deferred Income Plan

4.5                Oldcastle Southwest 401(k) Retirement Plan

4.6                Hallett Construction Company 401(k) Plan

4.7                Pennsy Supply, Inc. 401(k) and Profit Sharing Plan

4.8                CPM Development Corporation Profit Sharing Retirement Plan

23.1               Consent of Ernst & Young

24.1               Power of Attorney (included on the signature page of this
                   Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "crhpublics8030703.txt", "description": "CRH PUBLIC LIMITED COMPANY S-8", "secsgml_size_bytes": 22071}]
{"company-data": {"conformed-name": "CRH PUBLIC LTD CO", "cik": "0000849395", "assigned-sic": "3241", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103656", "film-number": "03595856"}, "business-address": {"street1": "BELGARD CASTLE CLONDALKIN", "city": "DUBLIN IRELAND", "state": "L2", "zip": "22"}, "mail-address": {"street1": "42 FITZWILLIAM SQUARE", "city": "DUBLIN 2"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            _________________________
                           CRH public limited company
             (Exact name of Registrant as specified in its charter)

Ireland                  Belgard Castle                None
(State or other       Clondalkin, Dublin 22           (I.R.S. Employer
jurisdiction of       (Address of principal           Identification No.)
incorporation           executive office)
or organization
--------------------------------------------------------------------------------

            Oldcastle Architectural, Inc. Union Employees 401(k) Plan
          Pike Industries, Inc. Profit Sharing and Deferred Income Plan
                   Oldcastle Southwest 401(k) Retirement Plan
                    Hallett Construction Company 401(k) Plan
               Pennsy Supply, Inc. 401(k) and Profit Sharing Plan
           CPM Development Corporation Profit Sharing Retirement Plan
                            (Full title of the Plans)
                            _________________________
                              Michael G. O'Driscoll
                   Vice President and Chief Financial Officer
                                 Oldcastle, Inc.
                         375 Northridge Road, Suite 350
                             Atlanta, Georgia 30350
                                 (770) 804-3363
                      (Name, address, and telephone number,
                   including area code, of agent for service)
                            _________________________
                         CALCULATION OF REGISTRATION FEE
===================================== =================== =================== ==================== ===================
                                                           Proposed Maximum    Proposed Maximum
                                            Amount          Offering Price    Aggregate Offering       Amount of
Title of Securities                         to be            Per Share(2)          Price(2)           Registration
to be Registered                        Registered(1)                                                     Fee
------------------------------------- ------------------- ------------------- -------------------- -------------------
------------------------------------- ------------------- ------------------- -------------------- -------------------
CRH plc Ordinary Shares of 0.32
euro per share                            1,000,000             $13.32            $13,324,905            $1,226
===================================== =================== =================== ==================== ===================
(1)  Pursuant to Rule 416 of the  Securities  Act of 1933,  as amended (the
"Securities  Act"),  there is also being  registered  such number of  additional
Ordinary  Shares  which  may  become  available  for  issuance  pursuant  to the
foregoing plans in the event of certain changes in outstanding shares, including
reorganizations,  recapitalizations,  stock splits,  stock dividends and reverse
stock splits,  and any other  securities  with respect to which the  outstanding
Ordinary Shares are converted or exchanged. In addition, pursuant to Rule 416(c)
under  the  Securities   Act,  this   registration   statement  also  covers  an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plans described herein.

     (2) In accordance  with Rule 457(h),  the maximum  offering price per share
has been  calculated  pursuant to Rule 457(c).  The  translation of euro into US
dollars  has  been  made at the noon  buying  rate in New  York  City for  cable
transfers in foreign currencies as certified for customs purposes by the Federal
Reserve Bank of New York on March 5, 2003 of 1 euro to 1.0967 US dollars.
PART I

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1. Plan Information.*

     Item 2. Registrant Information and Employee Plan Annual Information.*

     *Information  required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance with
Rule 428 under the Securities Act, and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

     The following  documents,  which  previously  have been filed by CRH public
limited  company,  organized  under the laws of Ireland  (the  "Company"  or the
"Registrant")  with the Securities and Exchange  Commission (the  "Commission"),
are  incorporated   herein  by  reference  and  made  a  part  hereof:

     (a) the  Registrant's  Annual Report on Form 20-F for the fiscal year ended
December 31, 2001, Commission File No. 0-17630

     (b) all reports filed by the Registrant  pursuant to Section 13(a) or 15(d)
of the Exchange Act since December 31, 2001;

     (c) the  description of the  Registrant's  Ordinary  Shares,  0.32 euro per
share (the "Ordinary  Shares") and American  Depositary  Shares relating to such
shares,  from Item 14 of the  Registrant's  Registration  Statement on Form 20-F
dated June 14, 1989,  including any amendment or report filed for the purpose of
updating such description.

     All reports and other documents  filed by the Company  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment hereto that indicates that all
securities  offered  hereunder have been sold or that deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents.

     For purposes of this Registration  Statement,  any statement contained in a
document  incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified  or  superseded  to the extent that a statement  contained
herein or in any other  subsequently filed document that also is or is deemed to
be  incorporated  herein by reference  modifies or supersedes  such statement in
such  document.  Any  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

     Item 4. Description of Securities.

     Not applicable.

     Item 5. Interests of Named Experts and Counsel.

     Not applicable.

     Item 6. Indemnification of Directors and Officers.

     Article 153 of the Company's Articles of Association provides:

     Subject to the  provisions  of and so far as may be  admitted  by the Acts,
every Director, Managing Director, Chief Executive,  Auditor, Secretary or other
Officer of the  Company  shall be  entitled  to be  indemnified  by the  Company
against all costs, charges,  losses, expenses and liabilities incurred by him in
the execution and discharge of his duties or in relation  thereto  including any
liability incurred by him in defending any proceedings, civil or criminal, which
relate to  anything  done or  omitted or alleged to have been done or omitted by
him as an officer or employee  of the Company and in which  judgment is given in
his favour (or the proceedings are otherwise  disposed of without any finding or
admission  of any  material  breach  of  duty on his  part)  or in  which  he is
acquitted or in  connection  with any  application  under any statute for relief
from liability in respect of any such act or omission in which relief is granted
to him by the Court.

     The Directors shall have power to purchase and maintain for any Director or
Officer of the Company insurance against any such liability as is referred to in
Section 200 of the Act.

     The relevant  provision of the Irish  Companies  Act,  1963,  as amended is
Section 200, which provides:

     200. Subject as hereinafter  provided,  any provision  whether contained in
the  articles of a company or in any contract  with a company or  otherwise  for
exempting  any officer of the  company or any person  employed by the company as
auditor from, or indemnifying him against,  any liability which by virtue of any
rule of law would otherwise attach to him in respect of any negligence, default,
breach of duty or breach of trust of which he may be guilty in  relation  to the
company shall be void, so, however, that

     (a)  nothing in this  section  shall  operate to deprive  any person of any
exemption or right to be  indemnified  in respect of anything done or omitted to
be done by him while any such provision was in force; and

     (b)  notwithstanding  anything in this section, a company may, in pursuance
of any such  provision  as  aforesaid,  indemnify  any such  officer  or auditor
against any liability incurred by him in defending proceedings, whether civil or
criminal,  in which judgment is given in his favour or in which he is acquitted,
or in  connection  with any  application  under section 391 or Section 42 of the
Companies (Amendment) Act, 1983 in which relief is granted to him by the court.

     The Registrant's directors, officers and its authorized representatives are
insured against certain  liabilities,  including certain  liabilities under U.S.
securities  laws,  which  they  may  incur  in their  capacity  as such  under a
liability insurance policy carried by the Registrant.

     Item 7. Exemption from Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

4.1           Memorandum and Articles of Association of the  Registrant,
              revised and restated as of May 8, 2002 (filed on Form 6-K, dated
              May 21, 2002).

4.2           Specimen of certificate representing the Registrant's Ordinary
              Shares (filed on Form S-8, on June 19, 2002).

4.3           Oldcastle Architectural, Inc. Union Employees' 401(k) Plan

4.4           Pike Industries, Inc. Profit Sharing and Deferred Income Plan

4.5           Oldcastle Southwest 401(k) Retirement Plan

4.6           Hallett Construction Company 401(k) Plan

4.7           Pennsy Supply, Inc. 401(k) and Profit Sharing Plan

4.8           CPM Development Corporation Profit Sharing Retirement Plan

23.1          Consent of Ernst & Young

24.1          Power of Attorney (included on the signature page of this
              Registration Statement)

     Item 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement;

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act each such post-effective  amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the  Act  and  will  be  governed  by a  final
adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act, the Company  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  registration  statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized,  in Dublin,
Ireland, on February 26th, 2003.

                                CRH public limited company

                                By: /s/P.J. Molloy
                                    -----------------------
                                    Name: P.J. Molloy
                                    Title : Chairman

                                POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints Michael
O'Driscoll his true and lawful  attorney-in-fact  and agent,  acting alone, with
full powers of substitution and  resubstitution,  for him and in his name, place
and stead, at any and all capacities,  to sign any and all amendments (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent,  acting alone,  with full powers and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as full to all intents and purposes as he might or could do in person,
hereby  ratifying and confirming that said  attorney-in-fact  and agent,  acting
alone, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of February 26th, 2003.

/s/ P.J. Molloy                             /s/ D. Dey
----------------------------------        --------------------------------------
      P.J. Molloy                                   D. Dey
Director and Chairman                              Director

/s/ W.I. O'Mahony                          /s/ D. Godson
----------------------------------        --------------------------------------
     W.I. O'Mahony                             D. Godson Director
Director and Chief Executive Officer

/s/ B.T.Alexander                         /s/ B.G. Hill
----------------------------------        --------------------------------------
     B.T. Alexander                            B.G. Hill  Director
        Director
/s/ K. McGowan                            /s/ T.W. Hill
----------------------------------        --------------------------------------
      K. McGowan                                  T.W. Hill
       Director                                   Director

/s/ A. O'Brien                            /s/ D.M. Kennedy
----------------------------------        --------------------------------------
      A. O'Brien                                  D.M. Kennedy
       Director                                    Director

/s/ W.P. Roef                             /s/ H.E. Kilroy
----------------------------------        --------------------------------------
       W.P. Roef                                  H.E. Kilroy
       Director                                    Director

/s/ J.L. Wittstock                        /s/ H.P. Sheridan
----------------------------------        --------------------------------------
    J. L. Wittstock                               H.P. Sheridan
       Director                            Chief Financial Officer, Principal
                                             Accounting Officer and Director
/s/ M.G. O'Driscoll
----------------------------------
        M.G. O'Driscoll
    Authorized Representative
      in the United States
Pursuant to the  requirements of the Securities Act, the trustees have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized on March 6, 2003.

                    Oldcastle Architectural, Inc. Union Employees' 401(k) Plan

                    By: /s/ Joseph McCullough
                        ----------------------
                    Name:  Joseph McCullogh
                    Title: Chairman

                   Pike Industries, Inc. Profit Sharing and Deferred Income Plan

                   By: /s/ Randolph K. Pike
                       -----------------------
                   Name:  Randolph K. Pike
                   Title: President

                   Oldcastle Southwest 401(k) Retirement Plan

                   By: /s/ Lowell Laycock
                       -----------------------
                       Name:   Lowell Laycock
                       Title:  Vice President

                   Hallett Construction Company 401(k) Plan

                   By: /s/ Kurt Rasmussen
                       -----------------------
                       Name:  Kurt Rasmussen
                       Title: President

                   Pennsy Supply, Inc. 401(k) and Profit Sharing Plan

                   By: Pennsy Supply, Inc.

                       By: /s/ John Robertson
                           --------------------
                           Name:  John Robertson
                           Title: Vice President

                   CPM Development Corporation Profit Sharing Retirement Plan

                   By: /s/ Paul Salisbury
                       -------------------------
                       Name:  Paul Salisbury
                       Title: CFO
INDEX TO EXHIBITS

Exhibit No.        Description

4.1                Memorandum and Articles of Association of the Registrant,
                   revised and restated as of May 8, 2002 (filed on Form 6-K,
                   dated May 21, 2002).

4.2                Specimen of certificate representing the Registrant's
                   Ordinary Shares (filed on Form S-8, on June 19, 2002).

4.3                Oldcastle Architectural, Inc. Union Employees' 401(k) Plan

4.4                Pike Industries, Inc. Profit Sharing and Deferred Income Plan

4.5                Oldcastle Southwest 401(k) Retirement Plan

4.6                Hallett Construction Company 401(k) Plan

4.7                Pennsy Supply, Inc. 401(k) and Profit Sharing Plan

4.8                CPM Development Corporation Profit Sharing Retirement Plan

23.1               Consent of Ernst & Young

24.1               Power of Attorney (included on the signature page of this
                   Registration Statement)