SC TO-T/A

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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
(Amendment No. 2)

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*
$2,387,354,550 Amount of filing fee**
$255,446.94

*Estimated for purposes of calculating the amount of filing fee only. The calculation assumes the purchase of all outstanding shares of common stock, par value $1.00 per share, of Lafarge North America Inc., a Maryland corporation, other than the shares owned by Lafarge S.A. and its subsidiaries, at a purchase price of $75.00 per share, net to the seller in cash. As of December 31, 2005 there were 71,436,455 shares of common stock outstanding, of which 39,605,061 shares are owned by Lafarge S.A. and its subsidiaries. As a result, this calculation assumes the purchase of 31,831,394 shares.

**the amount of filing fee is calculated in accordance with Rule 240.0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 5 for fiscal year 2006 issued by the Securities and Exchange Commission on November 23, 2005. Such fee equals 0.010700% of the transaction value.

x 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:	$255,446.94
Form or Registration No.:	Schedule TO-T
Filing Party:	Lafarge S.A.
Date Filed:	February 21, 2006

o 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:

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

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

x           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

	Item 12 Exhibits.
SIGNATURES
EX-99.A.1.XVI: PRESS RELEASE

     This Amendment No. 2 amends and supplements the Tender Offer Statement and Rule 13E-3 Transaction Statement filed under cover of Schedule TO (this “Schedule TO”) with the Securities and Exchange Commission (“SEC”) on February 21, 2006, by Lafarge S.A., a French société anonyme (“Parent”) and Efalar Inc., a Delaware corporation and direct, wholly-owned subsidiary of Parent (“Purchaser”). This Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $1.00 per share (“Common Shares”), of Lafarge North America Inc., a Maryland corporation (the “Company”) not owned by Parent and its subsidiaries, at a purchase price of $75.00 per Common Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 21, 2006 (“the Offer to Purchase”) and the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the “Offer”).

Item 4. Terms of the Transaction

     Section (a) of Item 4 is amended and supplemented as follows: The Offer is extended to, and will expire at, midnight, New York City time, on Monday, April 3, 2006, unless the Offer is extended further.

Item 12 Exhibits.

(a)(1)(xvi) Press Release, issued by Lafarge S.A. on March 6, 2006.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

LAFARGE S.A.

By: /s/ Michel Bisiaux

Michel Bisiaux

Corporate Secretary

EFALAR INC.

By: /s/ Michel Bisiaux

Michel Bisiaux

Secretary

Dated: March 6, 2006

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(xvi)	Press Release, issued by Lafarge S.A. on March 6, 2006.

EX-99.A.1.XVI

Exhibit(a)(1)(xvi)

Euronext: LG, NYSE: LR Paris, March 6, 2006

Lafarge Extends Cash Tender Offer

for Outstanding Minority Shares of Lafarge North America

      Lafarge S.A., the world leader in building materials, and owner of a 53.2% majority stake in Lafarge North America Inc. (NYSE & TSX: LAF), today announced that it has extended the expiration date of its cash tender offer (the “Offer”) of US$75.00 per share for the remaining 46.8% minority stake it does not own until midnight, New York City time, on Monday, April 3, 2006.

      The extension of the Offer was made at the request of the special committee of the board of directors of Lafarge North America. The special committee today notified the shareholders of Lafarge North America that it has determined that it is unable at the current time to take a position with respect to the Offer. The extension will thus provide the special committee with additional time to develop its position or recommendation, if any, with respect to the Offer.

      The Offer was previously scheduled to expire at midnight on Monday, New York City time, March 20, 2006. Having been extended by 10 business days, the Offer now will expire at midnight on Monday, New York City time, April 3, 2006, unless further extended. The Offer is at a price of US$75.00 per share in cash and upon the other terms and conditions set forth in the Offer to Purchase, dated February 21, 2006.

      Concurrently with the extension of the expiration date of the Offer, Lafarge also announced that it has extended the term of its cash offer of US$75.00 per share for all outstanding exchangeable preference shares of Lafarge Canada Inc. (TSX: LCI.PR.E), a subsidiary of Lafarge North America Inc., to midnight, New York City time, on Monday, April 3, 2006.

      Lafarge North America shareholders and other interested parties are urged to read the Tender Offer Statement on Schedule TO, as amended, the Offer to Purchase and any other documents relating to the tender offer that are filed with the United States Securities and Exchange Commission (the “SEC”) because they contain important information. Lafarge North America shareholders will be able to receive such documents free of charge at the SEC’s web site, www.sec.gov, or by contacting Innisfree M&A Incorporated, the Information Agent for the transaction, at (877) 825-8730 for English speakers, (877) 825-8777 for French speakers or (212) 750-5833 for banks and brokers calling collect.

Notes to Editors:

Lafarge, the world leader in building materials, holds top-ranking positions in all four of its divisions: Cement, Aggregates & Concrete, Roofing and Gypsum. Lafarge employs approximately 80,000 people in 75 countries and posted sales of €16 billion in 2005. Additional information is available on the web site at www.lafarge.com.

Lafarge North America is one of the largest publicly traded construction materials providers in North America. Lafarge North America today is a 53.2%-owned subsidiary of Lafarge.

COMMUNICATIONS:	INVESTOR RELATIONS:
Stéphanie Tessier	Yvon Brind’Amour
33-1 44-34-92-32	33-1 44-34-92-93
stephanie.tessier@Lafarge.com	yvon.brindamour@Lafarge.com
Louisa Pearce-Smith/Lucy Wadge	Danièle Daouphars
33-1 44-34-58-30	33-1 44-34-92-93
	daniele.daouphars@Lafarge.com

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