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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Commission File Number: 0-11936

Date of Report (Date of earliest event reported): February 21, 2006

LAFARGE NORTH AMERICA INC.

Incorporated in Maryland

12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170
(703) 480-3600

I.R.S. Employer Identification No. 58-1290226

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01		Other Events

On February 21, 2006, Lafarge North America Inc. issued a news release announcing that a Special Committee of its Board of Directors is considering the tender offer commenced by Lafarge S.A. on that date to acquire all of the outstanding shares of Lafarge North America’s common stock not already owned by Lafarge S.A. A copy of the news release is filed as Exhibit 99.1 hereto.


Item 9.01(d)		Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1

News Release issued by Lafarge North America Inc. on February 21, 2006 titled “Special Committee of Lafarge North America Board of Directors Considering Tender Offer Commenced by Lafarge S.A.”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	LAFARGE NORTH AMERICA INC.
	By:	/s/ Eric C. Olsen
		Eric C. Olsen
		Executive Vice President and Chief Financial Officer

Date: February 22, 2006