As filed with the Securities and Exchange Commission
on August 26, 1994
                                Registration No. _______________
_________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              _____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               __________________

                           LONE STAR INDUSTRIES, INC.
               (Exact name of issuer as specified in its charter)

               Delaware                      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)

LONE STAR INDUSTRIES, INC.
MANAGEMENT STOCK OPTION PLAN
(Full Title of the plan)

_______________________

JOHN S. JOHNSON
Vice President

                           LONE STAR INDUSTRIES, INC.
                  300 First Stamford Place, P. O. BOX 120014
                          Stamford, CT  06912-0014
                     (Name and address of agent for service)

                           (203) 969-8600
Telephone number, including area code, of agent for service

                         CALCULATION OF REGISTRATION FEE

_________________________________________________________________
                                  Proposed   Proposed
     Title of                     maximum    maximum     Amount of
     securities       Amount      offering   aggregate    regist-
       to be          to be       price per  offering     ration
     registered       registered   share      price        fee
_________________________________________________________________
Common Stock, par 
value $1 per share   700,000     $15.375  $10,762,500.00  $3,710.91
_________________________________________________________________



PART I


INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS


     The Section 10(a) prospectus is not being filed with the
Securities and Exchange Commission as part of this registration
statement.






































I-1
<PAGE>
PART II


INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following documents which are on file with the Securities
and Exchange Commission are incorporated in this registration
statement by reference.

     (a)  The Company's Annual Report on Form 10-K/A-1 for the
          fiscal year ended December 31, 1993 (File No. 1-06124)
          filed pursuant to Section 13(a) of the Securities
          Exchange Act of 1934 (the "Act").

     (b)  All other reports filed by the Company pursuant to
          Section 13(a) or Section 15(d) of the Act since the end
          of the fiscal year covered by the documents referred to
          in (a) above.

     (c)  A description of the Company's common stock contained in
          a registration statement on Form 8-A (File No. 1-06124)
          filed under the Act, including any amendment or report
          filed for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a)
and (c), 14 and 15(d) of the Act after the date of this
registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of the
filing of such documents.  Any statement contained herein, or in a
document all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not
be deeded, 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.

     Legal Opinion - the validity of the shares of common stock to
be offered hereunder has been passed upon for the Company by John
S. Johnson, Vice President, General Counsel and Secretary of the
Company.

     As of August 26, 1994, Mr. Johnson had options to acquire
25,000 shares of common stock of the Company at $15.375 per share;
options for 6,250 of such shares being exercisable on that date.

Item 6.   Indemnification of Directors and Officers.

     The Company's By-laws and Article SEVENTH of the Company's
Amended and Restated Certificate of Incorporation provide that the
Company shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as amended
from time to time, indemnify all persons whom it may indemnify
pursuant thereto.  In addition, Article SIXTH of the Company's
Amended and Restated Certificate of Incorporation eliminates or
limits personal liability of its directors to the full extent
permitted by Section 102(b)(7) of the General Corporation Law of
the State of Delaware, as amended from time to time.

     Section 145 of the General Corporation Law of the State of
Delaware permits a corporation to indemnify its directors and
officers against expenses (including attorney's fees), judgments,
fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding
brought by third parties, if such directors or officers acted in
good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reason to believe
their conduct was unlawful.  In a derivative action, i.e., one by
or in the right of the corporation, indemnification may be made
only for expenses actually and reasonably incurred by directors and
officers in connection with the defense or settlement of an action
or suit, and only with respect to a matter as to which they shall
have acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interest of the corporation,
except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to
the extent that the court in which the action or suit was brought
shall determine upon application that the defendant officers or
directors are reasonably entitled to indemnity for such expenses
despite such adjudication of liability.

     Section 102(b)(7) of the General Corporation Law of the State
of Delaware provides that a corporation may eliminate or limit the
personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the General Corporation Law of the State of Delaware, or (iv)
for any transaction from which the director derived an improper
personal benefit.  No such provision shall eliminate or limit the
liability of a director for any act or omission occurring prior to
the date when such provision becomes effective.  

     In addition, the Company's directors and officers
reimbursement and liability insurance provides for indemnification
of the directors and officers of the Company against certain
liabilities.  By contracts, the Company has agreed to indemnify
directors and certain executive officers against certain
liabilities.  A bank trust fund ($1,386,748 at December 31, 1993)
formed by the Company in 1988 may be used to pay legal and other
expenses of directors arising out of their Company activities
pursuant to claims by them under their indemnification contracts
with the Company.  The rights of directors to receive payments for
indemnified claims are not limited by the amount of money in this
fund.

Item 7.   Exemption from Registration Claimed.

Not Applicable.

Item 8.   Exhibits.

     3(i)(A).  Amended and Restated Certificate of Incorporation of
               the Company was filed as Exhibit 3(i)A to the
               Company's Quarterly Report on Form 10-Q for the
               quarter ending June 30, 1994, (File No. 1-06124) and
               is herein incorporated by reference.

     3(i)(B).  Certificate of Correction of Amended and Restated
               Certificate of Incorporation of the Company was
               filed as Exhibit 3(i)B to the Company's Quarterly
               Report on Form 10-Q for the quarter ending June 30,
               1994, (File No. 1-06124) and is herein incorporated
               by reference.

     3(ii).    By-laws were filed as Exhibit 3(ii) to the Company's
               Quarterly Report on Form 10-Q for the quarter ending
               June 30, 1994, (File No. 1-06124) and are herein
               incorporated by reference.

     4(A).     Lone Star Industries, Inc. Management Stock Option
               Plan was filed as Appendix A to the Company's
               Definitive Proxy Statement dated May 11, 1994, (File
               No. 1-06124) and is incorporated herein by
               reference.

     4(B).     Indenture dated as of March 29, 1994 between the
               Company and Chemical Bank, as Trustee, relating to
               the 10% Senior Notes Due 2003 of the Company was
               filed as Exhibit 4A to the Company's Quarterly
               Report on Form 10-Q for the quarter ending June 30,
               1994, (File No. 1-06124) and is herein incorporated
               by reference.

     4(C).     Financing Agreement dated as of April 13, 1994 among
               the Company and New York Trap Rock Corporation and
               The CIT Group/Business Credit Inc.  was filed as
               Exhibit 4C to the Company's Quarterly Report on Form
               10-Q for the quarter ending June 30, 1994, (File No.
               1-06124) and is herein incorporated by reference.

     5.        Opinion of John S. Johnson, Vice President, General
               Counsel and Secretary of Lone Star Industries, Inc. 
               Filed with this Registration Statement.

     23(A).    Consent of Price Waterhouse LLP.  Filed with this
               Registration Statement.

     23(B).    Consent of Coopers & Lybrand LLP.  Filed with this
               Registration Statement.

     23(C).    Consent of John S. Johnson, Esquire is contained in
               his opinion filed as Exhibit 5.

     24.       Power of Attorney authorizing signature (included on
               signature pages hereto).

Item 9.  Undertakings.

     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 (the "Securities Act");

          (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;

          (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 (1)(i) and (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 Securities and Exchange
Commission by the registrant pursuant to section 13 or section
15(d) of the Act 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.

     4.  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 section 15(d) of the Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Act) 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.

     5.  Insofar as indemnification for liabilities arising under
the Securities Act 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 whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
                            SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, Lone Star Industries, Inc. 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 the City of Stamford, State of Connecticut, on August 24, 1994.


                                   LONE STAR INDUSTRIES, INC.


                                   By:     John S. Johnson    
                                           JOHN S. JOHNSON
                                           Vice President


          KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints John S. Johnson
and William E. Roberts, and each of them, his attorney-in-fact,
with full power of substitution, for him in all capacities, to sign
any and all amendments (including post-effective amendments) to
this registration statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming
all that said attorneys-in-fact, or either of them, or their
substitutes, may 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 and on the dates indicated.


     Signatures          Title or Capacity             Date



    David W. Wallace    Director, Chairman of     August 24, 1994
    DAVID W. WALLACE    the Board and Chief
                        Executive Officer 
                       (Principal Executive
                        Officer)



     James E. Bacon     Director                  August 24, 1994
     JAMES E. BACON



    Theodore F. Brophy  Director                  August 24, 1994
    THEODORE F. BROPHY



     Arthur B. Newman   Director                  August 24, 1994
     ARTHUR B. NEWMAN



     Allen E. Puckett   Director                  August 24, 1994
     ALLEN E. PUCKETT



    Robert G. Schwartz  Director                  August 24, 1994
    ROBERT G. SCHWARTZ



     Signatures          Title or Capacity             Date




    William M. Troutman Director, President and   August 24, 1994
    WILLIAM M. TROUTMAN Chief Operating Officer



    William E. Roberts   Vice President, Chief    August 24, 1994
    WILLIAM E. ROBERTS   Financial Officer, 
                         Treasurer and Corporate
                         Controller (Principal 
                         Financial and Accounting Officer)



    Jack R. Wentworth    Director                 August 24, 1994
    JACK R. WENTWORTH



        INDEX OF EXHIBITS TO FORM S-8 REGISTRATION STATEMENT
                    OF LONE STAR INDUSTRIES, INC.





          5.        Opinion of John S. Johnson, Vice President,
                    General Counsel and Secretary of Lone Star
                    Industries, Inc.  Filed with this Registration
                    Statement.

          23(A).    Consent of Price Waterhouse LLP.  Filed with
                    this Registration Statement.

          23(B).    Consent of Coopers & Lybrand L.L.P.  Filed with
                    this Registration Statement.




<PAGE>











                              EXHIBIT 5
































                                        August 26, 1994



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Gentlemen:

          I am Vice President, General Counsel and Secretary for
Lone Star Industries, Inc., a Delaware corporation (the "Company"),
and am familiar with the registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933 covering
the registration of 700,000 shares of the Company's common stock,
$1 par value ("Common Stock"), issuable pursuant to the Company's
Management Stock Option Plan adopted by the Company's Board of
Directors on March 10, 1994 (the "Plan").  On June 9, 1994, the
stockholders of the Company ratified the action of the Board.

          Based on the foregoing, at this date, it is my opinion
that the 700,000 shares of Common Stock which may be issued in the
future pursuant to the Plan, when issued and sold in accordance
with the terms of the Plan, will be legally issued, fully paid and
nonassessable.

          I consent to the use of my name in the Registration
Statement and also to the filing of this opinion as an exhibit to
such Registration Statement.

          This opinion is limited to matters governed by the
federal laws of the United States of America, the laws of the State
of Connecticut, and the General Corporation Law of the State of
Delaware.

          The opinions set forth in this letter are rendered only
to the Securities and Exchange Commission pursuant to Regulation S-
K, Rule 601 under the Securities Exchange Act of 1934 in connection
with the Registration Statement and may not be relied upon by any
other person for any purpose without my prior written consent.

                                        Very truly yours,


                                          John S. Johnson   
JSJ:jam                                   John S. Johnson
                                        Vice President, General
                                        Counsel and Secretary

<PAGE>













                            EXHIBIT 23(A)<PAGE>


                                             Exhibit 23(A)



              Consent of Other Independent Accountants



    We hereby consent to the incorporation by
    reference in this Registration Statement on
    Form S-8 of our report dated February 4, 1993,
    relating to the financial statements of Lone
    Star Industries, Inc. International Division
    and appearing on page 42 of the Lone Star
    Industries, Inc. Annual Report on Form 10-K/A-1
    for the fiscal year ended December 31, 1993
    (File No. 1-06124).  We also consent to the
    application of such report to the Financial
    Statement Schedules for the Lone Star
    Industries, Inc. International Division for the
    two years ended December 31, 1992, when such
    schedules are read in conjunction with the
    financial statements referred to in our report. 
    The audits referred to in such report also
    included these schedules.



    Price Waterhouse LLP


    Stamford, Connecticut
    August 24, 1994












                            EXHIBIT 23(B)





















                                             Exhibit 23(B)




                   CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by reference in the Registration
Statement of Lone Star Industries, Inc. on Form S-8, pertaining to
the Lone Star Industries, Inc. Management Stock Option Plan, of our
report, which includes explanatory paragraphs related to the
Company's ability to continue as a going concern and certain
remediation costs at environmental sites, dated February 17, 1994
on our audit of the consolidated financial statements and financial
statements schedules of Lone Star Industries, Inc. as of December
31, 1993 and 1992 and for the three years in the period ended
December 31, 1993, which report is incorporated by reference in
this registration statement.






COOPERS & LYBRAND L.L.P.

Stamford, Connecticut
August 25, 1994
[{"type": "S-8", "sequence": "1", "description": "MANAGEMENT STOCK OPTION PLAN", "secsgml_size_bytes": 22415}]
{"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": "S-8", "act": "33", "file-number": "033-55261", "film-number": "94546531"}, "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"}]}
As filed with the Securities and Exchange Commission
on August 26, 1994
                                Registration No. _______________
_________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              _____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               __________________

                           LONE STAR INDUSTRIES, INC.
               (Exact name of issuer as specified in its charter)

               Delaware                      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)

LONE STAR INDUSTRIES, INC.
MANAGEMENT STOCK OPTION PLAN
(Full Title of the plan)

_______________________

JOHN S. JOHNSON
Vice President

                           LONE STAR INDUSTRIES, INC.
                  300 First Stamford Place, P. O. BOX 120014
                          Stamford, CT  06912-0014
                     (Name and address of agent for service)

                           (203) 969-8600
Telephone number, including area code, of agent for service

                         CALCULATION OF REGISTRATION FEE

_________________________________________________________________
                                  Proposed   Proposed
     Title of                     maximum    maximum     Amount of
     securities       Amount      offering   aggregate    regist-
       to be          to be       price per  offering     ration
     registered       registered   share      price        fee
_________________________________________________________________
Common Stock, par 
value $1 per share   700,000     $15.375  $10,762,500.00  $3,710.91
_________________________________________________________________

PART I

INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS

     The Section 10(a) prospectus is not being filed with the
Securities and Exchange Commission as part of this registration
statement.

I-1
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents which are on file with the Securities
and Exchange Commission are incorporated in this registration
statement by reference.

     (a)  The Company's Annual Report on Form 10-K/A-1 for the
          fiscal year ended December 31, 1993 (File No. 1-06124)
          filed pursuant to Section 13(a) of the Securities
          Exchange Act of 1934 (the "Act").

     (b)  All other reports filed by the Company pursuant to
          Section 13(a) or Section 15(d) of the Act since the end
          of the fiscal year covered by the documents referred to
          in (a) above.

     (c)  A description of the Company's common stock contained in
          a registration statement on Form 8-A (File No. 1-06124)
          filed under the Act, including any amendment or report
          filed for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a)
and (c), 14 and 15(d) of the Act after the date of this
registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of the
filing of such documents.  Any statement contained herein, or in a
document all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not
be deeded, 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.

     Legal Opinion - the validity of the shares of common stock to
be offered hereunder has been passed upon for the Company by John
S. Johnson, Vice President, General Counsel and Secretary of the
Company.

     As of August 26, 1994, Mr. Johnson had options to acquire
25,000 shares of common stock of the Company at $15.375 per share;
options for 6,250 of such shares being exercisable on that date.

Item 6.   Indemnification of Directors and Officers.

     The Company's By-laws and Article SEVENTH of the Company's
Amended and Restated Certificate of Incorporation provide that the
Company shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as amended
from time to time, indemnify all persons whom it may indemnify
pursuant thereto.  In addition, Article SIXTH of the Company's
Amended and Restated Certificate of Incorporation eliminates or
limits personal liability of its directors to the full extent
permitted by Section 102(b)(7) of the General Corporation Law of
the State of Delaware, as amended from time to time.

     Section 145 of the General Corporation Law of the State of
Delaware permits a corporation to indemnify its directors and
officers against expenses (including attorney's fees), judgments,
fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding
brought by third parties, if such directors or officers acted in
good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reason to believe
their conduct was unlawful.  In a derivative action, i.e., one by
or in the right of the corporation, indemnification may be made
only for expenses actually and reasonably incurred by directors and
officers in connection with the defense or settlement of an action
or suit, and only with respect to a matter as to which they shall
have acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interest of the corporation,
except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to
the extent that the court in which the action or suit was brought
shall determine upon application that the defendant officers or
directors are reasonably entitled to indemnity for such expenses
despite such adjudication of liability.

     Section 102(b)(7) of the General Corporation Law of the State
of Delaware provides that a corporation may eliminate or limit the
personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the General Corporation Law of the State of Delaware, or (iv)
for any transaction from which the director derived an improper
personal benefit.  No such provision shall eliminate or limit the
liability of a director for any act or omission occurring prior to
the date when such provision becomes effective.  

     In addition, the Company's directors and officers
reimbursement and liability insurance provides for indemnification
of the directors and officers of the Company against certain
liabilities.  By contracts, the Company has agreed to indemnify
directors and certain executive officers against certain
liabilities.  A bank trust fund ($1,386,748 at December 31, 1993)
formed by the Company in 1988 may be used to pay legal and other
expenses of directors arising out of their Company activities
pursuant to claims by them under their indemnification contracts
with the Company.  The rights of directors to receive payments for
indemnified claims are not limited by the amount of money in this
fund.

Item 7.   Exemption from Registration Claimed.

Not Applicable.

Item 8.   Exhibits.

     3(i)(A).  Amended and Restated Certificate of Incorporation of
               the Company was filed as Exhibit 3(i)A to the
               Company's Quarterly Report on Form 10-Q for the
               quarter ending June 30, 1994, (File No. 1-06124) and
               is herein incorporated by reference.

     3(i)(B).  Certificate of Correction of Amended and Restated
               Certificate of Incorporation of the Company was
               filed as Exhibit 3(i)B to the Company's Quarterly
               Report on Form 10-Q for the quarter ending June 30,
               1994, (File No. 1-06124) and is herein incorporated
               by reference.

     3(ii).    By-laws were filed as Exhibit 3(ii) to the Company's
               Quarterly Report on Form 10-Q for the quarter ending
               June 30, 1994, (File No. 1-06124) and are herein
               incorporated by reference.

     4(A).     Lone Star Industries, Inc. Management Stock Option
               Plan was filed as Appendix A to the Company's
               Definitive Proxy Statement dated May 11, 1994, (File
               No. 1-06124) and is incorporated herein by
               reference.

     4(B).     Indenture dated as of March 29, 1994 between the
               Company and Chemical Bank, as Trustee, relating to
               the 10% Senior Notes Due 2003 of the Company was
               filed as Exhibit 4A to the Company's Quarterly
               Report on Form 10-Q for the quarter ending June 30,
               1994, (File No. 1-06124) and is herein incorporated
               by reference.

     4(C).     Financing Agreement dated as of April 13, 1994 among
               the Company and New York Trap Rock Corporation and
               The CIT Group/Business Credit Inc.  was filed as
               Exhibit 4C to the Company's Quarterly Report on Form
               10-Q for the quarter ending June 30, 1994, (File No.
               1-06124) and is herein incorporated by reference.

     5.        Opinion of John S. Johnson, Vice President, General
               Counsel and Secretary of Lone Star Industries, Inc. 
               Filed with this Registration Statement.

     23(A).    Consent of Price Waterhouse LLP.  Filed with this
               Registration Statement.

     23(B).    Consent of Coopers & Lybrand LLP.  Filed with this
               Registration Statement.

     23(C).    Consent of John S. Johnson, Esquire is contained in
               his opinion filed as Exhibit 5.

     24.       Power of Attorney authorizing signature (included on
               signature pages hereto).

Item 9.  Undertakings.

     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 (the "Securities Act");

          (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;

          (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 (1)(i) and (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 Securities and Exchange
Commission by the registrant pursuant to section 13 or section
15(d) of the Act 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.

     4.  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 section 15(d) of the Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Act) 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.

     5.  Insofar as indemnification for liabilities arising under
the Securities Act 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 whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
                            SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, Lone Star Industries, Inc. 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 the City of Stamford, State of Connecticut, on August 24, 1994.

                                   LONE STAR INDUSTRIES, INC.

                                   By:     John S. Johnson    
                                           JOHN S. JOHNSON
                                           Vice President

          KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints John S. Johnson
and William E. Roberts, and each of them, his attorney-in-fact,
with full power of substitution, for him in all capacities, to sign
any and all amendments (including post-effective amendments) to
this registration statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming
all that said attorneys-in-fact, or either of them, or their
substitutes, may 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 and on the dates indicated.

     Signatures          Title or Capacity             Date

    David W. Wallace    Director, Chairman of     August 24, 1994
    DAVID W. WALLACE    the Board and Chief
                        Executive Officer 
                       (Principal Executive
                        Officer)

     James E. Bacon     Director                  August 24, 1994
     JAMES E. BACON

    Theodore F. Brophy  Director                  August 24, 1994
    THEODORE F. BROPHY

     Arthur B. Newman   Director                  August 24, 1994
     ARTHUR B. NEWMAN

     Allen E. Puckett   Director                  August 24, 1994
     ALLEN E. PUCKETT

    Robert G. Schwartz  Director                  August 24, 1994
    ROBERT G. SCHWARTZ

     Signatures          Title or Capacity             Date

    William M. Troutman Director, President and   August 24, 1994
    WILLIAM M. TROUTMAN Chief Operating Officer

    William E. Roberts   Vice President, Chief    August 24, 1994
    WILLIAM E. ROBERTS   Financial Officer, 
                         Treasurer and Corporate
                         Controller (Principal 
                         Financial and Accounting Officer)

    Jack R. Wentworth    Director                 August 24, 1994
    JACK R. WENTWORTH

        INDEX OF EXHIBITS TO FORM S-8 REGISTRATION STATEMENT
                    OF LONE STAR INDUSTRIES, INC.

          5.        Opinion of John S. Johnson, Vice President,
                    General Counsel and Secretary of Lone Star
                    Industries, Inc.  Filed with this Registration
                    Statement.

          23(A).    Consent of Price Waterhouse LLP.  Filed with
                    this Registration Statement.

          23(B).    Consent of Coopers & Lybrand L.L.P.  Filed with
                    this Registration Statement.
EXHIBIT 5

                                        August 26, 1994

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Gentlemen:

          I am Vice President, General Counsel and Secretary for
Lone Star Industries, Inc., a Delaware corporation (the "Company"),
and am familiar with the registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933 covering
the registration of 700,000 shares of the Company's common stock,
$1 par value ("Common Stock"), issuable pursuant to the Company's
Management Stock Option Plan adopted by the Company's Board of
Directors on March 10, 1994 (the "Plan").  On June 9, 1994, the
stockholders of the Company ratified the action of the Board.

          Based on the foregoing, at this date, it is my opinion
that the 700,000 shares of Common Stock which may be issued in the
future pursuant to the Plan, when issued and sold in accordance
with the terms of the Plan, will be legally issued, fully paid and
nonassessable.

          I consent to the use of my name in the Registration
Statement and also to the filing of this opinion as an exhibit to
such Registration Statement.

          This opinion is limited to matters governed by the
federal laws of the United States of America, the laws of the State
of Connecticut, and the General Corporation Law of the State of
Delaware.

          The opinions set forth in this letter are rendered only
to the Securities and Exchange Commission pursuant to Regulation S-
K, Rule 601 under the Securities Exchange Act of 1934 in connection
with the Registration Statement and may not be relied upon by any
other person for any purpose without my prior written consent.

                                        Very truly yours,

                                          John S. Johnson   
JSJ:jam                                   John S. Johnson
                                        Vice President, General
                                        Counsel and Secretary
EXHIBIT 23(A)
Exhibit 23(A)

              Consent of Other Independent Accountants

    We hereby consent to the incorporation by
    reference in this Registration Statement on
    Form S-8 of our report dated February 4, 1993,
    relating to the financial statements of Lone
    Star Industries, Inc. International Division
    and appearing on page 42 of the Lone Star
    Industries, Inc. Annual Report on Form 10-K/A-1
    for the fiscal year ended December 31, 1993
    (File No. 1-06124).  We also consent to the
    application of such report to the Financial
    Statement Schedules for the Lone Star
    Industries, Inc. International Division for the
    two years ended December 31, 1992, when such
    schedules are read in conjunction with the
    financial statements referred to in our report. 
    The audits referred to in such report also
    included these schedules.

    Price Waterhouse LLP

    Stamford, Connecticut
    August 24, 1994

                            EXHIBIT 23(B)

                                             Exhibit 23(B)

                   CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration
Statement of Lone Star Industries, Inc. on Form S-8, pertaining to
the Lone Star Industries, Inc. Management Stock Option Plan, of our
report, which includes explanatory paragraphs related to the
Company's ability to continue as a going concern and certain
remediation costs at environmental sites, dated February 17, 1994
on our audit of the consolidated financial statements and financial
statements schedules of Lone Star Industries, Inc. as of December
31, 1993 and 1992 and for the three years in the period ended
December 31, 1993, which report is incorporated by reference in
this registration statement.

COOPERS & LYBRAND L.L.P.

Stamford, Connecticut
August 25, 1994