SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



Form 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 22, 1996


Lone Star Industries, Inc.
(Exact name of registrant as specified in its charter)


         	 Delaware          	   1-2333             13-0982660
 (State or other jurisdiction   (Commission        (IRS Employer
       of incorporation)       File Number)      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



ITEM 5.  OTHER EVENTS.

	On July 22, 1996 Lone Star Industries, Inc. made public disclosure 
of the following by a press release for immediate release:
						

Stamford, Connecticut, July 22, 1996--Lone Star Industries, Inc. 
(NYSE/LCE) announced today net income of $17.3 million, or $1.26 
per share, on sales of $102.3 million for the quarter ended June 
30, 1996.  The financial results for the second quarter of 1996 
represent a 42% improvement in earnings per share as compared to 
the results reported for the comparable period of 1995. For the 
six months ended June 30, 1996, the Company reported net income of 
$14.0 million, or $1.05 per share, on sales of $155.3 million.  
For the same period of 1995, net income was $7.1 million, or $0.58 
per share, on sales of $140.3 million.   Per share earnings are 
calculated as if Lone Star was fully taxable despite a continuing 
net operating loss carryforward.

The Company stated that it had received numerous unsolicited 
expressions of interest in an affiliation or merger with the 
Company since the beginning of the year, but has decided that an 
affiliation or sale of the Company is not in the best interests of 
all of its shareholders.  Thus, Lone Star has terminated 
conversations with all parties who had expressed an interest.

The Company stated that it expects to resume open market purchases 
of its common stock under an existing and continuing stock 
repurchase program.  Further, the Company also stated that it 
intends at the August meeting of its Board of Directors to propose 
a plan of refinancing that would provide fewer restrictions on the 
repurchase of its stock by paying off its presently outstanding 
10% Notes and borrowing at least $125 million.  The Board is 
expected to approve this program.  If this is accomplished, the 
Company intends to repurchase additional shares.  

The proposed program will not in any way inhibit ongoing capital 
spending programs.  Outlook for the present year continues to be 
bright.

For the three months ended June 30, 1996, cement operations 
reported sales of $75.4 million and gross profits of $24.8 million 
versus sales and gross profits of $61.9 million and $21.6 million, 
respectively, for the comparable period of 1995.  For the six 
months ended June 30, 1996, cement operations reported sales of 
$118.4 million and gross profits of $30.7 million compared with 
1995 six month sales and gross profits of $102.8 million and $26.3 
million, respectively.  Sales volumes for the second quarter and 
first six months of 1996 were 17% and 9%, respectively, higher 
than the comparable periods of 1995 due to strong demand for 
cement, better weather conditions in 1996 compared to the 
abnormally wet second quarter of 1995 and higher sales of slag 
cement. Net realized selling prices  in the second quarter and 
first  six months of 1996 were higher than the comparable periods 
in 1995 by 4% and 6%, respectively. 

In the second quarter of 1996, construction aggregates operations 
had sales of $13.5 million and gross profits of $4.2 million 
versus sales and gross profits of $15.6 million and $3.3 million, 
respectively, for the second quarter of 1995.  For the six months, 
construction aggregates operations had sales of $16.6 million and 
gross profits of $0.1 million versus sales and a loss at the gross 
profit level of $21.2 million and $0.9 million, respectively, in 
1995.  The decline in construction aggregate sales reflects  the 
sale of the Nova Scotia quarry operations in the fourth quarter of 
1995.

For the second quarter of 1996, ready-mixed concrete and other 
operations had sales of $13.4 million and gross profits of $3.0 
million versus sales and gross profits of $10.1 million and $1.6 
million, respectively, in 1995. For the six months, the 1996 sales 
and gross profits were $20.3 million and $3.4 million versus sales 
and gross profits of $16.2 million and $1.5 million respectively, in 1995.
Construction activity has been particularly strong in the Memphis, 
Tennessee area which has benefited our operations.

Rosebud Holdings, Inc., the subsidiary formed by Lone Star in its 
reorganization to liquidate certain non-core assets, redeemed the 
remaining $4.4 million in principal amount of Asset Proceeds Notes 
on June 20, 1996.  The Notes were paid off in full one year ahead 
of the maturity date.


Upon emergence from bankruptcy, the Company provided a full 
valuation allowance against its various deferred tax assets which 
consisted primarily of the expected future tax benefit of 
operating loss carryforwards, various credit carryforwards and 
reserves not yet deductible for tax purposes.  The Company reduced 
the valuation allowance by $50,000,000 in the second quarter of 
1996 based on the expectation that it is more likely than not to 
generate at least enough future taxable income to utilize this 
amount of net deferred tax assets.  The benefit from this 
reduction is recorded as an addition to paid-in capital in 
accordance with the provisions of AICPA Statement of Position 90-
7, "Financial Reporting by Entities in Reorganization Under the 
Bankruptcy Code", and does not affect earnings.  A June 30, 1996 
condensed balance sheet reflecting this action and indicating a 
43% increase in shareholders' equity is attached.

Lone Star Industries, Inc. is a producer of cement, ready-mixed 
concrete, sand and gravel, crushed stone and other construction 
materials.

		 ###			
	




                         LONE STAR INDUSTRIES, INC.
                CONSOLIDATED SUMMARY OF EARNINGS (UNAUDITED) 
                  (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)


                          For the Three Months     For the Six Months
                            Ended  June 30            Ended June 30  
                            1996        1995     	  1996      1995

Consolidated Income
Revenues:

   Net Sales               $102,307   $ 87.553    $155,294  $140,264
   Joint Venture Income       1,947      1,551       2,477     2,224
   Other Income, Net            660        643       2,223     1,810
                            104,914     89,747     159,994   144,298

Deductions from Revenues:
   Cost of Sales             64,637     55,208     109,578   101,783
   Selling, General & 
   Administrative Expenses    7,049      7,629      14,260    15,253
   Depreciation & Depletion   5,790      5,907      11,734    11,737
   Interest Expense           1,672      2,336       3,546     4,677
                             79,148     71,080     139,118   133,450

Income Before 
Income Taxes                 25,766     18,667      20,876    10,848

   Provision for
   Income Taxes              (8,503)    (6,534)     (6,889)   (3,797)

Income Applicable
to Common Stock            $ 17,263    $12,133     $13,987   $ 7,051

Weighted Average 
Common Shares Outstanding    11,427     12,071      11,451    12,069

Primary Income 
Per Common Share              $1.26      $0.89       $1.05     $0.58

Fully Diluted Income
Per Common Share             $1.26       $0.89       $1.03     $0.57




(1)	Primary and fully diluted earnings per share are calculated using 
the modified treasury stock method due to the large number of 
outstanding common stock equivalents, unless the result is anti-
dilutive.



                           LONE STAR INDUSTRIES, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                         (IN THOUSANDS OF DOLLARS)



                                   June 30, 1996    December 31, 1995
                                    (Unaudited)


ASSETS
    Cash and Marketable Securities        $35,171       $50,049
    Accounts and Notes Receivable, Net     44,511        31,403
    Inventories                            60,151        55,476
    Deferred Tax Asset                     10,000           -
    Other Current Assets                    4,985         5,289
       Total Current Assets               154,818       142,217
    Joint Ventures                         22,129        21,152
    Property, Plant & Equipment, Net      319,939       311,397
    Deferred Tax Asset                     40,000          -
    Other Non-Current Assets                5,477         1,761
Total Assets Other than
  Liquidating Subsidiary                  542,363       476,527

    Net Assets of Liquidating Subsidiary     -            4,399

TOTAL ASSETS                             $542.363      $480,926
 


LIABILITIES AND SHAREHOLDERS' EQUITY
    Total Current Liabilities             $60,045       $60,567
    Senior Notes Payable                   78,000        78,000
    Pension and Postretirement Benefits   135,422       138,073
    Other Non-Current Liabilities          40,931        40,147
Total Liabilities Other than
  Liquidating Subsidiary                  314,398       316,787

    Asset Proceeds Notes of
      Liquidating Subsidiary                 -            4,399
Total Liabilities                         314,398       321,186

    Shareholders' Equity                  227,965       159,740

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $542,363    $480,926















                           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 hereunto duly authorized.


						LONE STAR INDUSTRIES, INC.


						By: /s/ James W. Langham
						        James W. Langham
						        Vice President
Date:  July 24, 1996
[{"type": "8-K", "sequence": "1", "description": "PRESS RELEASE", "secsgml_size_bytes": 10254}]
{"company-data": {"conformed-name": "LONE STAR INDUSTRIES INC", "cik": "0000060195", "assigned-sic": "3241", "irs-number": "130982660", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-06124", "film-number": "96598656"}, "business-address": {"street1": "300 FIRST STAMFORD PL", "street2": "P O BOX 120014", "city": "STAMFORD", "state": "CT", "zip": "06912", "phone": "2039698600"}, "mail-address": {"street1": "300 FIRST STAMFORD PLACE", "street2": "P.O. BOX 120014", "city": "STAMFORD", "state": "CT", "zip": "06912-0014"}, "former-company": [{"former-conformed-name": "LONE STAR CEMENT CORP", "date-changed": "19720404"}, {"former-conformed-name": "INTERNATIONAL CEMENT CORP", "date-changed": "19710901"}]}
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 22, 1996

Lone Star Industries, Inc.
(Exact name of registrant as specified in its charter)

         	 Delaware          	   1-2333             13-0982660
 (State or other jurisdiction   (Commission        (IRS Employer
       of incorporation)       File Number)      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

ITEM 5.  OTHER EVENTS.

	On July 22, 1996 Lone Star Industries, Inc. made public disclosure 
of the following by a press release for immediate release:
						

Stamford, Connecticut, July 22, 1996--Lone Star Industries, Inc. 
(NYSE/LCE) announced today net income of $17.3 million, or $1.26 
per share, on sales of $102.3 million for the quarter ended June 
30, 1996.  The financial results for the second quarter of 1996 
represent a 42% improvement in earnings per share as compared to 
the results reported for the comparable period of 1995. For the 
six months ended June 30, 1996, the Company reported net income of 
$14.0 million, or $1.05 per share, on sales of $155.3 million.  
For the same period of 1995, net income was $7.1 million, or $0.58 
per share, on sales of $140.3 million.   Per share earnings are 
calculated as if Lone Star was fully taxable despite a continuing 
net operating loss carryforward.

The Company stated that it had received numerous unsolicited 
expressions of interest in an affiliation or merger with the 
Company since the beginning of the year, but has decided that an 
affiliation or sale of the Company is not in the best interests of 
all of its shareholders.  Thus, Lone Star has terminated 
conversations with all parties who had expressed an interest.

The Company stated that it expects to resume open market purchases 
of its common stock under an existing and continuing stock 
repurchase program.  Further, the Company also stated that it 
intends at the August meeting of its Board of Directors to propose 
a plan of refinancing that would provide fewer restrictions on the 
repurchase of its stock by paying off its presently outstanding 
10% Notes and borrowing at least $125 million.  The Board is 
expected to approve this program.  If this is accomplished, the 
Company intends to repurchase additional shares.  

The proposed program will not in any way inhibit ongoing capital 
spending programs.  Outlook for the present year continues to be 
bright.

For the three months ended June 30, 1996, cement operations 
reported sales of $75.4 million and gross profits of $24.8 million 
versus sales and gross profits of $61.9 million and $21.6 million, 
respectively, for the comparable period of 1995.  For the six 
months ended June 30, 1996, cement operations reported sales of 
$118.4 million and gross profits of $30.7 million compared with 
1995 six month sales and gross profits of $102.8 million and $26.3 
million, respectively.  Sales volumes for the second quarter and 
first six months of 1996 were 17% and 9%, respectively, higher 
than the comparable periods of 1995 due to strong demand for 
cement, better weather conditions in 1996 compared to the 
abnormally wet second quarter of 1995 and higher sales of slag 
cement. Net realized selling prices  in the second quarter and 
first  six months of 1996 were higher than the comparable periods 
in 1995 by 4% and 6%, respectively. 

In the second quarter of 1996, construction aggregates operations 
had sales of $13.5 million and gross profits of $4.2 million 
versus sales and gross profits of $15.6 million and $3.3 million, 
respectively, for the second quarter of 1995.  For the six months, 
construction aggregates operations had sales of $16.6 million and 
gross profits of $0.1 million versus sales and a loss at the gross 
profit level of $21.2 million and $0.9 million, respectively, in 
1995.  The decline in construction aggregate sales reflects  the 
sale of the Nova Scotia quarry operations in the fourth quarter of 
1995.

For the second quarter of 1996, ready-mixed concrete and other 
operations had sales of $13.4 million and gross profits of $3.0 
million versus sales and gross profits of $10.1 million and $1.6 
million, respectively, in 1995. For the six months, the 1996 sales 
and gross profits were $20.3 million and $3.4 million versus sales 
and gross profits of $16.2 million and $1.5 million respectively, in 1995.
Construction activity has been particularly strong in the Memphis, 
Tennessee area which has benefited our operations.

Rosebud Holdings, Inc., the subsidiary formed by Lone Star in its 
reorganization to liquidate certain non-core assets, redeemed the 
remaining $4.4 million in principal amount of Asset Proceeds Notes 
on June 20, 1996.  The Notes were paid off in full one year ahead 
of the maturity date.

Upon emergence from bankruptcy, the Company provided a full 
valuation allowance against its various deferred tax assets which 
consisted primarily of the expected future tax benefit of 
operating loss carryforwards, various credit carryforwards and 
reserves not yet deductible for tax purposes.  The Company reduced 
the valuation allowance by $50,000,000 in the second quarter of 
1996 based on the expectation that it is more likely than not to 
generate at least enough future taxable income to utilize this 
amount of net deferred tax assets.  The benefit from this 
reduction is recorded as an addition to paid-in capital in 
accordance with the provisions of AICPA Statement of Position 90-
7, "Financial Reporting by Entities in Reorganization Under the 
Bankruptcy Code", and does not affect earnings.  A June 30, 1996 
condensed balance sheet reflecting this action and indicating a 
43% increase in shareholders' equity is attached.

Lone Star Industries, Inc. is a producer of cement, ready-mixed 
concrete, sand and gravel, crushed stone and other construction 
materials.

		 ###			
	

                         LONE STAR INDUSTRIES, INC.
                CONSOLIDATED SUMMARY OF EARNINGS (UNAUDITED) 
                  (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

                          For the Three Months     For the Six Months
                            Ended  June 30            Ended June 30  
                            1996        1995     	  1996      1995

Consolidated Income
Revenues:

   Net Sales               $102,307   $ 87.553    $155,294  $140,264
   Joint Venture Income       1,947      1,551       2,477     2,224
   Other Income, Net            660        643       2,223     1,810
                            104,914     89,747     159,994   144,298

Deductions from Revenues:
   Cost of Sales             64,637     55,208     109,578   101,783
   Selling, General & 
   Administrative Expenses    7,049      7,629      14,260    15,253
   Depreciation & Depletion   5,790      5,907      11,734    11,737
   Interest Expense           1,672      2,336       3,546     4,677
                             79,148     71,080     139,118   133,450

Income Before 
Income Taxes                 25,766     18,667      20,876    10,848

   Provision for
   Income Taxes              (8,503)    (6,534)     (6,889)   (3,797)

Income Applicable
to Common Stock            $ 17,263    $12,133     $13,987   $ 7,051

Weighted Average 
Common Shares Outstanding    11,427     12,071      11,451    12,069

Primary Income 
Per Common Share              $1.26      $0.89       $1.05     $0.58

Fully Diluted Income
Per Common Share             $1.26       $0.89       $1.03     $0.57

(1)	Primary and fully diluted earnings per share are calculated using 
the modified treasury stock method due to the large number of 
outstanding common stock equivalents, unless the result is anti-
dilutive.

                           LONE STAR INDUSTRIES, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                         (IN THOUSANDS OF DOLLARS)

                                   June 30, 1996    December 31, 1995
                                    (Unaudited)

ASSETS
    Cash and Marketable Securities        $35,171       $50,049
    Accounts and Notes Receivable, Net     44,511        31,403
    Inventories                            60,151        55,476
    Deferred Tax Asset                     10,000           -
    Other Current Assets                    4,985         5,289
       Total Current Assets               154,818       142,217
    Joint Ventures                         22,129        21,152
    Property, Plant & Equipment, Net      319,939       311,397
    Deferred Tax Asset                     40,000          -
    Other Non-Current Assets                5,477         1,761
Total Assets Other than
  Liquidating Subsidiary                  542,363       476,527

    Net Assets of Liquidating Subsidiary     -            4,399

TOTAL ASSETS                             $542.363      $480,926
 

LIABILITIES AND SHAREHOLDERS' EQUITY
    Total Current Liabilities             $60,045       $60,567
    Senior Notes Payable                   78,000        78,000
    Pension and Postretirement Benefits   135,422       138,073
    Other Non-Current Liabilities          40,931        40,147
Total Liabilities Other than
  Liquidating Subsidiary                  314,398       316,787

    Asset Proceeds Notes of
      Liquidating Subsidiary                 -            4,399
Total Liabilities                         314,398       321,186

    Shareholders' Equity                  227,965       159,740

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $542,363    $480,926

                           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 hereunto duly authorized.

						LONE STAR INDUSTRIES, INC.

						By: /s/ James W. Langham
						        James W. Langham
						        Vice President
Date:  July 24, 1996