SC TO-C

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

LAFARGE NORTH AMERICA INC.

(Name of Subject Company (issuer))

EFALAR INC.
a wholly owned subsidiary of
LAFARGE S.A.

(Names of Filing Persons (Offerors))

COMMON STOCK, PAR VALUE $1.00 PER SHARE

(Title of Class of Securities)

505862-10-2

(CUSIP Number of Class of Securities)

Laurent Alpert
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Telephone: (212) 225-2340

(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee
N/A	N/A

*Set forth the amount on which the filing fee is calculated and state how it was determined.

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:                    
Form or Registration No.:                    
Filing Party:                                        
Date Filed:                                        

þ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

þ going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

_{SEC2559 (6-05)} Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

	Items 1-11.
	Item 12. Exhibits.
	Item 13.
EX-99.A.1.III: Letter to Employees of Lafarge North America Inc.
EX-99.A.1.IV: Web Communication to Lafarge Group Employees
EX-99.A.1.V: Slide Presentation for Analyst Call

Items 1-11.

N/A

Item 12. Exhibits.

(a)(1)(iii): Letter, dated February 6, 2006, from Bruno Lafont to employees of Lafarge North America Inc.

(a)(1)(iv): Web communication to Lafarge Group employees

(a)(1)(v): Slide presentation for Lafarge S.A. analyst call on February 6, 2006

Item 13.

N/A

1

EXHIBIT INDEX

Exhibit No.

(a)(1)(iii): Letter, dated February 6, 2006, from Bruno Lafont to employees of Lafarge North America Inc.

(a)(1)(iv): Web communication to Lafarge Group employees

(a)(1)(v): Slide presentation for Lafarge S.A. analyst call on February 6, 2006

EX-99.A.1.III

6 February 2006

Message from the CEO of Lafarge
to the employees of Lafarge North America

We have just informed the Board of Directors of Lafarge North America of our intention to launch a cash tender offer for the minority stake that Lafarge does not own at a price of US$75 per share.

This offer concerns the 46.8% share of the capital of Lafarge North America, the remaining 53.2% being held by Lafarge SA.

2006 is the fiftieth anniversary of Lafarge presence’s in North America: this demonstrates that our Group’s history and development are closely linked to its presence in North America.

You know this better than anyone you who shares on a daily basis not only the Group’s values, ambitions and challenges but also its priorities and working methods.

You can be proud and we are proud of the work you have accomplished to make Lafarge the largest building materials player in North America, with sales of US$4.3 billion and a significant contribution to the Group’s results. The Lafarge North America share price evolution over the past three years clearly shows this.

The quality of the work accomplished is also reflected in the price proposed today to minority shareholders, corresponding to a 16.7% premium over Lafarge North America’s most recent closing price.

The time has come, more than ever, for the Group overall to accelerate and meet our ambitions. We want to become a better performing, more efficient and less complex group.

We will do it by gathering and mobilizing all the Group’s energies to pursue our development and deliver better results than our best competitors’ whose performance has also been progressing.

I rely on each of you to pursue together our progress, I rely on your management to run successfully our operations and I thank you for your support and your commitment to the Group becoming an undisputed leader.

Bruno Lafont
Chief Executive Officer

Neither Lafarge nor any of its affiliates has commenced the tender offer to which this communication relates. Shareholders of Lafarge North America are advised to read the Tender Offer Statement on Schedule TO, the Offer to Purchase and any other documents relating to the tender offer that are filed with the SEC when they become available, because they will contain important information. Shareholders of Lafarge North America may obtain copies of these documents for free, when available, at the SEC’s website at www.sec.gov or by calling Innisfree M&A Incorporated, the Information Agent for the Offer, at 1-888-750-5834.

EX-99.A.1.IV

Lafarge To Launch Cash Tender Offer
For The Outstanding 46.8% Minority Stake in Lafarge North America

Lafarge, owner of a 53.2% stake in Lafarge North America, today announced its intention to launch a cash tender offer for the remaining 46.8% minority stake it does not own.
Questions to Bruno Lafont, Chief Executive Officer.

Why this transaction ?

This transaction will strengthen the Group, as I am convinced that being more integrated and simpler will allow us to improve performance. We will be able to pursue new business and growth opportunities in North America even more effectively. It is a market with a large potential for the Group. By freeing us from the complexity of operating through a partially owned, publicly traded subsidiary, we will streamline decision-making and improve our efficiency. In addition, this transaction should be immediately accretive to our earnings per share which is in line with our shareholders’ interests.

Why now ?

The current situation lends itself particularly well to this transaction: interest rates are low, the euro/US dollar parity is favourable and the market in North America is robust. Today, we have the opportunity to carry out a very attractive transaction for both LNA and Lafarge shareholders, as well as for our customers and all our employees.

What will be the impact of this transaction for LNA and for the Group, if it succeeds ?

In 2006, Lafarge and all North American employees will celebrate fifty years of the Group’s presence in North America. This clearly shows the importance of this region in the history of the Group. Over the last few years, I have personally worked a great deal with the North American teams and I have seen the tremendous performance improvements they have achieved and how much they share the Group values. Their involvement in safety is exemplary. I am convinced that we can achieve great things together. By taking this decision, I wish to create a simpler framework which will allow all of us to be more efficient, to benefit more from our potential and to attain excellence in order to outperform our competitors.

Does this transaction question our future developments ?

We have recovered our financial flexibility and today we have the means to finance our development. However this development depends on our own ability to generate significant cash flow. This is what our shareholders legitimately expect from us. This is our common task and every one must work towards this.

Lafarge activities in North America

In 2004, North American activities accounted for 27% of the Group sales and 20% of its operating income. Lafarge North America has a workforce of approximately 15,000 across 1,000 or so sites. The three main business lines for LNA are: Cement and related products, Aggregates&Concrete, and Gypsum. Besides LNA manages Lafarge’s Blue Circle assets in the USA (BCNA). There is also a Roofing business, owned by Lafarge via Monier Lifetile, a 50/50 joint venture with Boral and managed by Lafarge.

To see the press release on Lafarge.com, click on the link

To know more about Lafarge North America, click on the link

Neither Lafarge nor any of its affiliates has commenced the tender offer to which this communication relates. Shareholders of Lafarge North America are advised to read the Tender Offer Statement on Schedule TO, the Offer to Purchase and any other documents relating to the tender offer that are filed with the SEC when they become available, because they will contain important information. Shareholders of Lafarge North America may obtain copies of these documents for free, when available, at the SEC’s website at www.sec.gov or by calling Innisfree M&A Incorporated, the Information Agent for the Offer, at 1-888-750-5834.

EX-99.A.1.V

Acquisition of Lafarge North America's minority shares

Lafarge: A Building Materials Leader in North America North America: 20% of Lafarge's Current Operating Income Lafarge North America (LNA) 53.2% owned by Lafarge Blue Circle North America (BCNA) 100% owned by Lafarge Managed by Lafarge North America under a Management agreement

Lafarge: A Building Materials Leader in North America Cement LNA 13 MT BCNA 6MT Slag & Fly ash Aggregates LNA 120 MT BCNA 15MT Concrete LNA 8 Mm3 BCNA 3 Mm3 Asphalt and paving: $ 800M revenues Gypsum Drywall LNA 220 Mm2 Joint compound Cement Aggregates & Concrete Gypsum

US Construction Demand: Solid Long-Term Fundamentals Source: PCA forecasts Fall 2005, US Department of Commerce data (originally published in constant 1996 $b) 1988 100 1989 99.14529915 1990 95.72649573 1991 86.32478632 1992 91.45299145 1993 93.16239316 1994 98.29059829 1995 97.43589744 1996 105.1282051 1997 107.6923077 1998 113.6752137 1999 118.8034188 2000 121.3675214 2001 120.5128205 2002 118.2905983 2003 120.1709402 2004 124.7863248 124.7863248 2005 130.0854701 2006 131.7948718 2007 133.3333333 2008 134.5299145 2002-2008: + 2% / year Volume Index (100 base corresponds to 1988 volume)

Lafarge North America: Leading positions in US and Canada Financial highlights (Full year 2005) $ 4.3 b in sales $ 0.6 b EBIT $ 0.5 b cash-flow from operations 1 Three businesses Cement Aggregates & Concrete Gypsum Cement Gypsum Aggregates & Concrete Share of EBIT 32% 11% 57% 1 Excluding tax impact of the repatriation in the US of Canadian cash ($1,1 b US)

Key Transaction Terms Cash tender offer for 46.8% of Lafarge North America's shares held by minorities $75 per Lafarge North America's share 17 % premium over the closing price for Lafarge North America's shares on February 3, 2006 31 % premium over last 3 months of trading $3b / €2.5b consideration1 Fully debt-financed Offer to purchase expected to be filed within 2 weeks Direct offer to Lafarge North America shareholders The opportunity for Lafarge North America shareholders to cash out 1 Including exercise of all warrants and stock options

A Transaction That Will Increase Operational Efficiency Assets that we know well Optimization of operations fully captured Simplification and rationalization of Group structure Enhanced flexibility for North American development

A Financially Attractive Transaction Appropriate timing Immediately EPS enhancing Optimization of use of free cash flows at Group level Optimization of balance sheet structure

A win-win transaction Strategically Operationally Financially

Disclaimer Statements made in this presentation that are not historical facts, including the expected consolidation and optimization of the group's operations in North America and absence of integration risks, the immediacy of earnings accretion and cost savings, the improved use of free cash flow, the expected level of debt and increased flexibility in implementing its North American strategy, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions ("Factors"), which are difficult to predict. Some of the Factors that could cause actual results to differ materially from those expressed in the forward- looking statements include, but are not limited to: the cyclical nature of the Company's business; national and regional economic conditions in the countries in which the Group Lafarge does business; currency fluctuations; seasonal nature of the Company's operations; levels of construction spending in major markets and, in particular, in North America; supply/demand structure of the industry; competition from new or existing competitors; unfavorable weather conditions during peak construction periods; changes in and implementation of environmental and other governmental regulations; our ability to successfully identify, complete and efficiently integrate acquisitions; our ability to successfully penetrate new markets; and other Factors disclosed in the Company's public filings with the French Autorite des Marches Financiers and the US Securities and Exchange Commission including its Reference Document and annual report on Form 20-F. In general, the Company is subject to the risks and uncertainties of the construction industry and of doing business throughout the world. The forward-looking statements are made as of this date and the Company undertakes no obligation to update them, whether as a result of new information, future events or otherwise

Important information Neither Lafarge nor any of its affiliates has commenced the tender offer to which this communication relates. Shareholders of Lafarge North America are advised to read the Tender Offer Statement on Schedule TO, the Offer to Purchase and any other documents relating to the tender offer that are filed with the SEC when they become available, because they will contain important information. Shareholders of Lafarge North America may obtain copies of these documents for free, when available, at the SEC's website at www.sec.gov or by calling Innisfree M&A Incorporated, the Information Agent for the Offer, at 1-888-750-5834.