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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

(Amendment No. 2)

Lafarge North America Inc.

(Name of the Issuer)

Lafarge North America Inc.

(Name of Person(s) Filing Statement)

Common Stock, Par Value $1.00
(Title of Class of Securities)

505862
(CUSIP Number of Class of Securities)

Eric C. Olsen
Executive Vice President and Chief Financial Officer
Lafarge North America Inc.
12950 Worldgate Drive, Suite 500
Herndon, Virginia 20170
(703) 480-3600
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)

Copy To:


Robert E. Spatt, Esq.		Peter A. Lodwick, Esq.
Patrick J. Naughton, Esq.		Amy R. Curtis, Esq.
Simpson Thacher & Bartlett LLP		Thompson & Knight L.L.P.
425 Lexington Avenue		1700 Pacific Avenue, Suite 3300
New York, New York 10017		Dallas, Texas 75201
(212) 455-2000		(214) 969-1700

This statement is filed in connection with (check the appropriate box):


¨	a.	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.

¨	b.	The filing of a registration statement under the Securities Act of 1933.

þ	c.	A tender offer.

¨	d.	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

Calculation of Filing Fee


Transaction Value*	Amount of Filing Fee**
$2,875,439,983.50	$	307,672.08


*		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 $85.50 per share, net to the seller in cash. As of March 31, 2006 there were 73,350,851 shares of common stock outstanding, of which 39,719,974 shares are owned by Lafarge S.A. and its subsidiaries. As a result, this calculation assumes the purchase of 33,630,877 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.

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

Amount Previously Paid:

$23,841.71

Amount Previously Paid:

$28,383.43

Form or Registration No.:

Schedule TO-T

Form or Registration No.:

Schedule TO-T/A

Form or Registration No.:

Schedule TO-T/A

Filing Party:

Lafarge S.A. (bidder)

Filing Party:

Lafarge S.A. (bidder)

Filing Party:

Lafarge S.A. (bidder)

Date Filed:

February 21, 2006

Date Filed:

April 7, 2006

Date Filed:

May 1, 2006

This Amendment No. 2 amends and supplements the Transaction Statement on Schedule 13E-3 initially filed on May 3, 2006, as amended by Amendment No. 1 filed on May 11, 2006 (as amended and supplemented by this Amendment No. 2, the “Schedule 13E-3”), with the Securities and Exchange Commission (the “SEC”) by Lafarge North America Inc., a Maryland corporation (the “Company”). The filing person is the subject company. This Schedule 13E-3 relates to the amended tender offer by Efalar Inc., a Delaware corporation (“Efalar”) and wholly-owned subsidiary of Lafarge S.A., a société anonyme organized under the laws of France (“Lafarge S.A.”), to purchase all outstanding shares of common stock of the Company (the “Offer”) not owned by Lafarge S.A. and its subsidiaries. Simultaneously with the Offer, Lafarge S.A., through another wholly-owned subsidiary, is offering to purchase all outstanding exchangeable preference shares of Lafarge Canada Inc.

References in the Schedule 13E-3 to information set forth in “Item 4. The Solicitation or Recommendation” and any other part of the Schedule 14D-9 that has been amended by Amendment No. 6 to the Schedule 14D-9 (or any other amendment thereto) shall be deemed to include such information in the Schedule 14D-9 as amended by such Amendment No. 6 (or by such other amendment).

Item 16. Exhibits.

Item 16. is hereby amended and supplemented by adding the following exhibits thereto:


Exhibit No.		Description
(a)(24)		Amendment No. 6 to the Solicitation/ Recommendation Statement on Schedule 14D-9/A filed by Lafarge North America Inc. with the Securities and Exchange Commission on May 12, 2006 and incorporated herein by reference.

(c)(4)		Materials presented by Merrill Lynch, Pierce, Fenner & Smith Incorporated and The Blackstone Group L.P. to the Special Committee of the Board of Directors of Lafarge North America Inc. on March 23, 2006.*


*		Filed herewith.

SIGNATURE

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

Dated: May 11, 2006