S-4/A

As filed with the Securities and Exchange Commission on September 16, 2003

Registration No. 333-106610-27

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Texas Industries, Inc.

Subsidiary Guarantors Listed on Schedule A Hereto

(Exact name of registrant as specified in its charter)

Delaware	3312	75-0832210
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number.)	(I.R.S. Employer Identification No.)

1341 West Mockingbird Lane Suite 700W Dallas, Texas 75247-6913 (972) 647-6700	Robert C. Moore Vice President — General Counsel Texas Industries, Inc. 1341 West Mockingbird Lane Suite 700W Dallas, Texas 75247-6913 (972) 647-6700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)	(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Joe Dannenmaier

Wesley P. Williams

Thompson & Knight L.L.P.

1700 Pacific Avenue, Suite 3300

Dallas, Texas 75201

Approximate date of commencement of proposed sale to the public:    As soon as practicable after the effective date of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

TABLE OF CONTENTS

	Page
SCHEDULE A SUBSIDIARY GUARANTORS
TABLE OF CONTENTS	i
PROSPECTUS SUMMARY	1
THE EXCHANGE OFFER	5
SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA	11
RISK FACTORS	13
FORWARD-LOOKING STATEMENTS	22
MARKET, RANKING AND OTHER DATA	23
USE OF PROCEEDS	24
CAPITALIZATION	25
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA	26
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
INDUSTRY OVERVIEW	40
BUSINESS	44
MANAGEMENT	50
DESCRIPTION OF CERTAIN DEBT AND PREFERRED SECURITIES	54
THE EXCHANGE OFFER	56
DESCRIPTION OF EXCHANGE NOTES	65
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	107
PLAN OF DISTRIBUTION	112
LEGAL MATTERS	112
EXPERTS	112
WHERE YOU CAN FIND MORE INFORMATION	113
INCORPORATION OF DOCUMENTS BY REFERENCE	113
TEXAS INDUSTRIES, INC. REPORT OF INDEPENDENT AUDITORS	F-2
CONSOLIDATED BALANCE SHEETS TEXAS INDUSTRIES, INC. AND SUBSIDIARIES	F-3
CONSOLIDATED STATEMENTS OF OPERATIONS TEXAS INDUSTRIES, INC. AND SUBSIDIARIES	F-4
CONSOLIDATED STATEMENTS OF CASH FLOWS TEXAS INDUSTRIES, INC. AND SUBSIDIARIES	F-5
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY TEXAS INDUSTRIES, INC. AND SUBSIDIARIES	F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-7
PART II INFORMATION NOT REQUIRED IN PROSPECTUS	II-1
SIGNATURES	II-8

Schedule A

SUBSIDIARY GUARANTORS

ATHENS BRICK COMPANY, a Delaware corporation

BROOKHOLLOW CORPORATION, a Delaware corporation

BROOK HOLLOW PROPERTIES, INC., a Texas corporation

BROOKHOLLOW OF ALEXANDRIA, INC., a Louisiana corporation

BROOKHOLLOW OF VIRGINIA, INC., a Virginia corporation

CHAPARRAL STEEL COMPANY, a Delaware corporation

CHAPARRAL STEEL HOLDINGS, INC., a Delaware corporation

CHAPARRAL STEEL TRUST, a Delaware statutory trust

CHAPARRAL STEEL TEXAS, INC., a Delaware corporation

CHAPARRAL STEEL MIDLOTHIAN, LP, a Delaware limited partnership

CHAPARRAL (VIRGINIA) INC., a Delaware corporation

CREOLE CORPORATION, a Delaware corporation

PACIFIC CUSTOM MATERIALS, INC., a California corporation

RIVERSIDE CEMENT COMPANY, a California general partnership

PARTIN LIMESTONE PRODUCTS, INC., a California corporation

RIVERSIDE CEMENT HOLDINGS COMPANY, a Delaware corporation

SOUTHWESTERN FINANCIAL CORPORATION, a Texas corporation

TEXAS INDUSTRIES HOLDINGS, INC., a Delaware corporation

TEXAS INDUSTRIES TRUST, a Delaware statutory trust

TXI AVIATION, INC., a Texas corporation

TXI CALIFORNIA INC., a Delaware corporation

TXI CEMENT COMPANY, a Delaware corporation

TXI CORP., a Delaware corporation

TXI OPERATING TRUST, a Delaware statutory trust

TXI OPERATIONS, LP, a Delaware limited partnership

TXI POWER COMPANY, a Texas corporation

TXI RIVERSIDE INC., a Delaware corporation

TXI STAR RECYCLING LP, a Delaware limited partnership

TXI TRANSPORTATION COMPANY, a Texas corporation

The information in this Preliminary Prospectus is not complete and may be changed without notice. This Preliminary Prospectus is not an offer to sell these notes and is not a solicitation of an offer to buy these notes in any state where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 16, 2003

PROSPECTUS

$600,000,000

Texas Industries, Inc.

Offer to Exchange all of Our Outstanding 10 ¹/4% Senior Notes

due 2011 for 10 ¹/4% Senior Notes due 2011, Which

Have Been Registered Under the Securities Act of 1933

The Exchange Offer

We are offering to exchange all of our outstanding unregistered 10 ¹/4% senior notes due 2011 for registered 10 ¹/4% senior notes due 2011. We refer to the unregistered senior notes as the outstanding notes and the registered senior notes as the exchange notes. We issued the outstanding notes on June 6, 2003. As of the date of this prospectus, an aggregate principal amount of $600,000,000 is outstanding under the outstanding notes. Please consider the following:

• Our offer to exchange the outstanding notes for the exchange notes expires at 5:00 p.m., New York City time, on                 , 2003, unless we extend the offer.

• You should carefully review the procedures for tendering the outstanding notes beginning on page 56 of this prospectus. If you do not follow these procedures, we may not exchange your outstanding notes for exchange notes.

• We will not receive any proceeds from the exchange offer.

• If you do not tender your outstanding notes, you will continue to hold unregistered securities and your ability to transfer them could be adversely affected.

• You may withdraw tendered outstanding notes at any time before the expiration of the exchange offer.

The Exchange Notes

The terms of the exchange notes will be substantially identical to the outstanding notes, except for the elimination of some transfer restrictions, registration rights and liquidated damages provisions relating to the outstanding notes. We will pay interest on the exchange notes semi-annually in cash in arrears on June 15 and December 15 of each year, starting on December 15, 2003. We may redeem the exchange notes, in whole or in part, on or after June 15, 2007, at the redemption prices described in this prospectus, plus accrued interest. All of our existing and future domestic restricted subsidiaries will guarantee the exchange notes on a senior basis, other than our accounts receivable facility subsidiary and our capital trust subsidiary.

There is currently no public market for the exchange notes. We do not intend to list the exchange notes on any securities exchange. Therefore, we do not anticipate that an active public market for the exchange notes will develop.

You should read the section titled “ Risk Factors” beginning on page 13 for a discussion of specific factors that you should consider before participating in this exchange offer.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2003.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	13
Forward-Looking Statements	22
Market, Ranking and Other Data	23
Use of Proceeds	24
Capitalization	25
Selected Consolidated Financial and Other Data	26
Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Industry Overview	40
Business	44
Management	50
Description of Certain Debt and Preferred Securities	54
The Exchange Offer	56
Description of Exchange Notes	65
Material United States Federal Income Tax Considerations	107
Plan of Distribution	112
Legal Matters	112
Experts	112
Where You Can Find More Information	113
Incorporation of Documents by Reference	113
Index to Financial Statements	F-1

This prospectus incorporates important business and financial information about Texas Industries, Inc. that is not included in or delivered with this prospectus. This information is available without charge to security holders upon written or oral request to Texas Industries, Inc., Attn: General Counsel, 1341 West Mockingbird Lane, Dallas, Texas 75247, Tel: (972) 647-6700. To ensure timely delivery you should make your request at least five business days before the date upon which you must make your investment decision. See “Where You Can Find More Information” for further information regarding this important business and financial information.

WE HAVE NOT AUTHORIZED ANY DEALER, SALESMAN OR OTHER PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS. YOU MUST NOT RELY UPON ANY INFORMATION OR REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS AS IF WE HAD AUTHORIZED IT. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES, NOR DOES THIS PROSPECTUS CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.

We make no representation to any purchaser of the notes regarding the legality of any investment in the notes by the purchaser under any legal investment or similar laws or regulations. You should not consider any information in this prospectus to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in the notes.

This prospectus summarizes documents and other information in a manner we believe to be accurate, but we refer you to the actual documents for a more complete understanding of the information we discuss in this prospectus. In making an investment decision, you must rely on your own examination of these documents, our company, and the terms of the exchange offer, the outstanding notes and the exchange notes, including the merits and risks involved.

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PROSPECTUS SUMMARY

This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all the information that may be important to you. For a more complete understanding of this offering, we encourage you to read this entire prospectus and documents to which we refer you. You should read the following summary together with the more detailed information and consolidated financial statements and the notes to those statements included elsewhere in this prospectus. Except as noted herein or as the context may otherwise require, the words “TXI,” “we,” “our” and “us” refer to Texas Industries, Inc. and its subsidiaries. The phrase “fiscal year” refers to the twelve months ended May 31st of the relevant year and the term “ton” means 2,000 pounds.

Our Company

We are the largest producer of cement in Texas, a major cement producer in California and the second largest supplier of structural steel products in North America. We are also a major supplier of construction aggregates, ready-mix concrete, concrete products and steel bar products. We are the only North American producer of both cement and steel. For the year ended May 31, 2003, we had net sales of $1,364.1 million, of which $718.1 million (52.6% of net sales) was generated by our cement, aggregate and concrete segment and $646.0 million (47.4% of net sales) was generated by our steel segment.

During the last four years we completed two major projects to add significant capacity to our cement and steel operations that we believe strengthened our competitive position, increased our operating efficiencies and broadened our product lines.

• In May 2001, we completed the expansion of our Midlothian, Texas cement manufacturing plant. We invested $243.3 million to add state-of-the-art dry process cement manufacturing capability to our facility. This expansion added approximately 1.5 million tons of capacity, which increased our total cement production capacity by over 40% to 5.0 million tons.

• In August 1999, we began operation of our new state-of-the-art, low-cost structural steel facility in Dinwiddie County, Virginia. We invested $543.2 million to construct our Virginia facility, which is designed to use recycled steel scrap to produce a large variety of structural steel products, including sheet piling products. This expansion added approximately 1.2 million tons of capacity, which increased our total steel production capacity by over 60% to 3.0 million tons.

We financed these expansion projects through cash from operations and long-term financings.

Cement, Aggregate and Concrete.    For the year ended May 31, 2003, our cement, aggregate and concrete segment, which we refer to as our CAC segment, generated $718.1 million in net sales. We produce cement, stone, sand and gravel, ready-mix concrete and other products. Our cement production and distribution facilities are concentrated primarily in Texas and California, the two largest cement markets in the United States. For the year ended May 31, 2003, we shipped 4.9 million tons of finished cement, 19.0 million tons of stone, sand and gravel and 3.5 million cubic yards of ready-mix concrete. We primarily market our CAC segment products in the southwestern United States to contractors and distributors who participate in public works, residential and non-residential construction.

Steel.    For the year ended May 31, 2003, our steel segment generated $646.0 million in net sales. Our two steel facilities, located in Midlothian, Texas and Dinwiddie County, Virginia, produce structural steel, steel bar products and other steel products. Our non-union workforce manufactures steel from recycled steel scrap, utilizing electric arc furnaces, continuous casting and automated rolling mills. We manufacture over 230 different

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types, sizes and grades of structural steel and steel bar products and market these products throughout the United States and, to a limited extent, in Canada and Mexico. We market our products to steel service centers and steel fabricators for use in the construction industry, as well as to cold finishers, forgers and original equipment manufacturers for use in the railroad, defense, automotive, manufactured housing and energy industries.

Our Industries

Cement, Aggregate and Concrete.    According to the Portland Cement Association, consumption of portland cement in the United States in 2001 approximated 124 million tons and domestic capacity approximated 103 million tons during the same period. A favorable consumption to capacity imbalance has existed since 1994, with excess consumption met by imported cement. Approximately half of the cement consumed in the United States is in public works projects. The remaining amount is consumed approximately equally by non-residential and residential construction projects. Given the high transportation costs of cement relative to its value, cement is typically sold within a 300 mile radius from the producing plant. Consequently, even cement producers with global operations compete on a regional basis and the ability to compete is based largely upon location, operating costs, prices and quality of service. Construction aggregates, such as crushed stone, sand and gravel, are consumed in virtually all types of construction. The concrete business involves the mixing of cement, sand, gravel or crushed stone and water to form concrete that is subsequently marketed and distributed to numerous construction contractors. Consumption of aggregates and concrete products largely depends on regional levels of construction activity, and therefore tends to follow consumption patterns similar to those of cement.

Structural Steel.    The U.S. steel industry is composed generally of two major types of producers: integrated mills and mini-mills. Integrated mills, which use blast furnaces to make molten steel from iron ore and coke, are more energy and capital-intensive than mini-mills, which melt recycled steel scrap with electric arc furnaces. Structural steel products include wide flange beams, channels, piling and other shapes that are primarily used in commercial, retail, industrial, institutional, public and warehouse construction. Steel bar products include reinforcing bar, which is used in concrete structures to increase tensile strength, and specialty bar products. Specialty bar products include merchant bar products and products made of engineering steels that are used in applications where the service conditions or component design requirements are exacting.

Our Competitive Strengths and Strategies

Low Cost Supplier.    We believe we have one of the lowest operating cost structures in the cement and structural steel industries. In order to maintain this low operating cost structure, we strive to optimize the use of our equipment, enhance our productivity and explore new technologies to further improve our unit cost of production at each of our facilities. To support these efforts, we have established incentive compensation programs designed to reward employees for improving productivity and profitability. We believe that our Texas cement manufacturing facilities, recently enhanced by the Midlothian plant expansion, are among the lowest cost cement manufacturing facilities in our region. Our low operating costs are primarily a result of our efficient plant designs and operations, high productivity rate and innovative manufacturing processes. In addition, we focus on lowering our operating costs through the use of alternative fuels in our Texas cement facilities and co-generation of electricity at our California cement facility.

In contrast to integrated steel producers, our steel facilities use electric arc furnaces to directly melt recycled steel scrap thus entirely eliminating the more energy and capital-intensive blast furnace. We use our patented near-net shape casting technology at both of our steel facilities to cast molten steel into a shape that is closer to a product’s final shape than traditional casting methods. This technology provides energy and capital cost savings in manufacturing wide flange beams and other structural steel products. Further, when building our Virginia plant, we installed a vertical shaft electric arc furnace that enables us to pre-heat our recycled steel scrap prior to

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melting, thus reducing our energy costs. Our Texas steel facility benefits from our operation of one of the largest steel shredders in the world, which currently supplies approximately 32% of its total steel raw material needs. The shredder enables us to purchase lower cost, readily available, unprocessed recycled steel scrap rather than higher cost, preprocessed recycled steel scrap.

Leading Market Positions.    We strive to be the number one or two supplier in desirable markets. We are the largest producer of cement in Texas (with 30% of the total capacity in the state) and a major cement producer in California. We are also the second largest supplier of structural steel products in North America and the largest supplier of expanded shale and clay specialty aggregate products west of the Mississippi River. We believe we are the second largest supplier of stone, sand and gravel aggregate products and one of the largest suppliers of ready-mix concrete in North Texas and one of the largest suppliers of sand and gravel aggregate products and ready-mix concrete in Louisiana. We believe our leadership in these markets enhances our competitive position.

Strategic Locations and Markets.    The strategic locations of our facilities near our customer base and sources of raw materials allows us to access the largest cement and steel consuming markets in the United States. Our cement manufacturing facilities are located in California and Texas, the two largest U.S. cement markets. During 2002, California and Texas accounted for 28.4 million tons of cement consumption or approximately 24% of total U.S. cement consumption. Consumption of cement has exceeded domestic capacity over the last several years in Texas and the California region, which includes California, Arizona, Nevada and Utah, and continues to do so today.

Diversified Product Mix and End-User Markets.    We are the only producer of both cement and steel in North America. We manufacture 17 different types of cement and over 230 different types, sizes and grades of structural steel and steel bar products. This diversified mix of products allows us to access a broad range of end-user markets, serve a broad customer base and mitigate our exposure to cyclical downturns in any one product, end-user market or operating segment. As a result, our revenue streams are derived from multiple end-use markets, including the public works, residential, commercial, retail, industrial and institutional construction sectors, as well as the railroad, defense, automotive, manufactured housing and energy industries. Accordingly, we have a broad and diverse customer base with no one customer accounting for more than 2.3% of our total net sales for year ended May 31, 2003.

Long-Standing Customer Relationships.    We have established a solid base of long-standing customer relationships. We strive to achieve customer loyalty by delivering superior customer service and maintaining an experienced sales force with in-depth market knowledge. We believe our long-standing relationships and our leading market positions help to provide additional stability to our operating performance and make us a preferred supplier.

Experienced Management Team.    Our four senior managers, Robert D. Rogers, Richard M. Fowler, Melvin G. Brekhus and Tommy A. Valenta, have 135 years of combined experience in our business segments including a combined 118 years service at TXI. Members of this team have led our company through several industry cycles. Over the course of our history, they have demonstrated successful management techniques with positive operating and shareholder results.

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Recent Developments

On June 6, 2003, we entered into the following transactions to improve our liquidity and provide us with more financial and operating flexibility. In this prospectus, we refer to these transactions as the “Refinancing.”

New Senior Secured Revolving Credit Facility.    On June 6, 2003, certain of our subsidiaries entered into a new senior secured revolving credit facility providing for borrowings up to $200.0 million, subject to a borrowing base. We, each of the borrowers and certain of our other subsidiaries have guaranteed the obligations of the borrowers under the facility. The facility is secured by first priority liens on all of the borrowers’ and some or all of the guarantors’ existing and future acquired accounts receivable, inventory, deposit accounts and certain of their general intangibles.

Notes Offering.    On June 6, 2003, we issued $600.0 million in aggregate principal amount of outstanding notes in a private placement under Rule 144A of the Securities Act. We used the net proceeds from the sale of the outstanding notes, together with borrowings under our new senior secured credit facility, to repurchase $283.0 million principal amount of our previously issued senior notes, repay all debt outstanding under our old credit facility and repurchase our interests in the defined pool of trade receivables previously sold under our accounts receivable facility. In addition, we used a portion of the net proceeds from the sale of the outstanding notes, together with borrowings under our new senior secured credit facility, to retire all $95.5 million of our variable rate industrial development revenue bonds on August 1, 2003.

The outstanding senior notes are fully and unconditionally guaranteed by each of our existing and future domestic restricted subsidiaries, other than our accounts receivable facility subsidiary and our capital trust subsidiary. The outstanding notes are general unsecured senior obligations of Texas Industries, Inc. and, accordingly, they rank:

• equally with all of its existing and future unsecured un-subordinated debt;

• effectively behind all of its existing and future secured debt to the extent of the assets securing such debt, including the new senior secured credit facility;

• ahead of any of its existing and future subordinated debt, including its 5.5% convertible subordinated debentures due 2028 that underlie its capital trust subsidiary’s company-obligated mandatorily redeemable preferred securities; and

• structurally behind all of the existing and future liabilities of its subsidiaries that are not guarantors, including trade payables.

The guarantees of the outstanding notes are general unsecured senior obligations of the guarantors. Accordingly, they rank equally with all unsecured unsubordinated debt of the guarantors, effectively behind all secured debt of the guarantors to the extent of the assets securing such debt, and ahead of all future subordinated debt of the guarantors.

We are incorporated under the laws of the state of Delaware. We maintain our principal executive headquarters at 1341 West Mockingbird Lane, Suite 700W, Dallas, Texas 75247. Our telephone number is (972) 647-6700.

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The Exchange Offer

Following is a summary of the principal terms of the exchange offer. A more detailed description is contained in the prospectus under the heading “The Exchange Offer.”

The exchange offer We are offering to exchange up to $600.0 million principal amount of the exchange notes for up to $600.0 million principal amount of the outstanding notes. Outstanding notes may only be exchanged in $1,000 increments.

The terms of the exchange notes are identical in all material respects to those of the outstanding notes except the exchange notes will not be subject to transfer restrictions and holders of exchange notes, with limited exceptions, will have no registration rights. Also, the exchange notes will not contain provisions for an increase in their stated interest rate related to any registration or exchange delay.

Outstanding notes that are not tendered for exchange will continue to be subject to transfer restrictions and, with limited exceptions, will not have registration rights. Therefore, the market for secondary resales of outstanding notes that are not tendered for exchange is likely to be minimal.

We will issue registered exchange notes on or promptly after the expiration of the exchange offer.

Resale of the exchange notes We believe that the exchange notes issued to you pursuant to the exchange offer may be offered for sale, resold and otherwise transferred by you, without compliance with the registration and prospectus delivery provisions of the Securities Act, if you:

• are acquiring the exchange notes in the ordinary course of your business;

• are not engaging, do not intend to engage and no arrangement or understanding with any person to participate in a distribution of the exchange notes; and

• are not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act.

If any of these conditions is not satisfied and you transfer any exchange notes without delivering a proper prospectus or without qualifying for an exemption from registration, you may incur liability under the Securities Act. In addition, if you are a broker-dealer seeking to receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any offer to resell, or any resale or other transfer of the exchange notes that you receive in the exchange offer. See “Plan of Distribution.”

Expiration date The exchange offer will expire at 5:00 p.m., New York City time, on                             , 2003, unless we extend the exchange offer.

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Withdrawal rights You may withdraw the tender of your outstanding notes at any time prior to the expiration of the exchange offer. We will return to you any of your outstanding notes that we do not accept for exchange for any reason without expense to you promptly after the exchange offer expires or terminates.

Accrued interest on the exchange notes and the outstanding notes Interest on the exchange notes will accrue from the last interest payment date on which interest was paid on the outstanding notes or, if no interest was paid on the outstanding notes, from the date of issuance of the outstanding notes, which was June 6, 2003. Holders whose outstanding notes are accepted for exchange will be deemed to have waived the right to receive any interest on the outstanding notes.

Conditions of the exchange offer The exchange offer is subject to customary conditions that may be waived by us; however, the exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange. We currently anticipate that each of the conditions will be satisfied and that we will not need to waive any conditions. We reserve the right to terminate or amend the exchange offer at any time before the expiration date. For additional information, see “The Exchange Offer — Conditions of the Exchange Offer.”

Procedures for tendering the outstanding notes If you are a holder of outstanding notes who wishes to accept the exchange offer:

• complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, and mail or otherwise deliver the letter of transmittal, together with your outstanding notes, to the exchange agent at the address set forth under “The Exchange Offer — Exchange Agent;” or

• arrange for the Depository Trust Company (“DTC”) to transmit certain required information, including an agent’s message forming part of a book-entry transfer in which you agree to be bound by the terms of the letter of transmittal, to the exchange agent in connection with a book-entry transfer.

By tendering your outstanding notes in either manner, you will be representing, among other things, that:

• the exchange notes you receive pursuant to the exchange offer are being acquired in the ordinary course of your business;

• you are not currently participating in, do not intend to participate in, and have no arrangement or understanding with any person to participate in, the distribution of the exchange notes issued to you in the exchange offer; and

• you are not an “affiliate” of ours, or if you are an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act.

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Tenders by beneficial owners If your outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your outstanding notes, you should contact the registered holder promptly and instruct the registered holder to tender your outstanding notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

Guaranteed delivery procedures If you wish to tender your outstanding notes and cannot cause the outstanding notes, the letter of transmittal or any other required documents to be transmitted to, and received by, the exchange agent prior to the expiration of the exchange offer, you may tender your outstanding notes according to the guaranteed delivery procedures described in this prospectus under the heading “The Exchange Offer  — Exchange Offer Procedures; Guaranteed Delivery Procedures.”

Acceptance of the outstanding notes and delivery of the exchange notes Subject to the satisfaction or waiver of the conditions to the exchange offer, we will accept for exchange any and all outstanding notes that are properly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date. The exchange notes will be delivered promptly following the expiration date. For additional information, see “The Exchange Offer — Terms of the Exchange Offer.”

Federal income tax considerations The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. See “Certain United States Income Tax Consequences.”

Use of proceeds We will not receive any proceeds from the issuance of the exchange notes. We will pay for all expenses incident to the exchange offer.

Consequences of failing to exchange your outstanding notes Any of the outstanding notes that are not tendered or that are tendered but not accepted will remain subject to restrictions on transfer. Since the outstanding notes have not been registered under the federal securities laws, they bear a legend restricting their transfer absent registration or the availability of an exemption from registration. Upon completion of the exchange offer, we will have no further obligation, except under limited circumstances, to provide for registration of the outstanding notes under the federal securities laws.

Registration Rights Agreement If we fail to complete the exchange offer as required by the Registration Rights Agreement, we may be obligated to pay additional interest to holders of outstanding notes. See “Description of Exchange Notes — Registration Rights; Liquidated Damages” for more information regarding rights to holders of outstanding notes.

Exchange Agent Wells Fargo Bank, N.A. is serving as the Exchange Agent for the registered exchange offer. The address for the Exchange Agent is listed under “The Exchange Offer — Exchange Agent.”

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The Exchange Notes

The summary below describes the principal terms of the exchange notes. The financial terms and covenants of the exchange notes are the same as the outstanding notes. Some of the terms and conditions descried below are subject to important limitations and exceptions. The “Description of Exchange Notes” section of this prospectus contains a more detailed description of the terms and conditions of the exchange notes.

Issuer Texas Industries, Inc.

Securities $600.0 million in principal amount of 10 ¹/4% senior notes due 2011.

Maturity June 15, 2011.

Interest Annual rate: 10 ¹/4%.

Payment frequency: every six months on June 15 and December 15.

First payment: December 15, 2003.

Guarantees The exchange notes will be unconditionally guaranteed by each of our existing and future domestic restricted subsidiaries, other than our accounts receivable facility subsidiary and our capital trust subsidiary.

Ranking The exchange notes will be general unsecured senior obligations of Texas Industries, Inc. Accordingly, they will rank:

• equally with all of its existing and future unsecured un-subordinated debt;

• effectively behind all of its existing and future secured debt to the extent of the assets securing such debt, including the new senior secured credit facility;

• ahead of any of its existing and future subordinated debt, including its 5.5% convertible subordinated debentures due 2028 that underlie its capital trust subsidiary’s company-obligated mandatorily redeemable preferred securities of which, at June 6, 2003, $206.2 million aggregate principal amount were outstanding; and

• structurally behind all of the existing and future liabilities of its subsidiaries that are not guarantors, including trade payables.

Currently, except for borrowings of $200.0 million by certain of our subsidiaries pursuant to the new senior secured credit facility, we are prohibited by the terms of the indenture governing the notes from issuing additional debt that will be effectively senior to the exchange notes, since we did not satisfy the required fixed coverage ratio of at least 2.0 to 1.

At June 6, 2003, the exchange notes and guarantees would have ranked pari passu with all of our other debt, except for the amounts outstanding under our new senior secured credit facility, and the book

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value of our assets pledged to secure the new senior secured credit facility was $392.8 million.

The guarantees by our subsidiaries that guarantee the exchange notes will be general unsecured senior obligations of the guarantors and will rank equally with all unsecured unsubordinated debt of the guarantors, effectively behind all secured debt of the guarantors to the extent of the assets securing such debt and ahead of all future subordinated debt of the guarantors.

Optional Redemption We may redeem the exchange notes, in whole or in part, on or after June 15, 2007, at the redemption prices described in this prospectus, plus accrued interest. At any time before June 15, 2007, we may redeem the exchange notes, in whole or in part, at a redemption price equal to 100% of their principal amount plus a make-whole premium, together with accrued interest to the redemption date.

In addition, at any time prior to June 15, 2006, we may redeem up to 35% of the aggregate principal amount of the exchange notes at the redemption price described in this prospectus with the net cash proceeds from certain equity offerings. However, we may only make such redemptions if at least 65% of the aggregate principal amount of the exchange notes remains outstanding after each such redemption. See “Description of the Exchange Notes — Optional Redemption.”

Certain Covenants While we do not meet the Suspension Condition, covenants contained in the indenture under which the exchange notes will be issued will, among other things, limit our ability and the ability of our restricted subsidiaries to do certain things. We will meet the Suspension Condition if the exchange notes are rated investment grade by both Moody’s Investors Service, Inc. and Standard & Poor’s Rating Services and if we are not in default under the indenture. We currently do not meet the Suspension Condition.

While we do not meet the Suspension Condition, the covenants contained in our indenture will, among other things, limit our ability and the ability of our restricted subsidiaries to:

•      pay dividends on, or redeem or repurchase, our stock;

•      make certain investments;

•      incur additional debt or sell preferred stock;

•      create liens;

•      restrict dividend payments or other payments from subsidiaries to us;

•      engage in consolidations and mergers or sell or transfer assets;

•      engage in transactions with our affiliates; and

•      sell stock in our subsidiaries.

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If and while we meet the Suspension Condition, the covenants contained in the indenture will, among other things, limit our ability and the ability of our restricted subsidiaries to:

•      create liens;

•      restrict dividend payments or other payments from subsidiaries to us; and

•      engage in consolidations and mergers or sell or transfer assets.

These covenants are subject to a number of important exceptions, limitations and qualifications that are described under “Description of Exchange Notes.”

Absence of a public market for the exchange notes on any securities exchange We do not intend to list the exchange notes.

You should carefully consider all of the information contained in this prospectus, including the discussion under the caption “Risk Factors” regarding specific risks involved in an investment in the notes.

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Summary Consolidated Financial and Other Data

Set forth below are summary consolidated financial and operating data for the three fiscal years ended May 31, 2003, 2002 and 2001. The statement of operations, balance sheet and other financial data for the three fiscal years ended May 31, 2003, 2002 and 2001, have been derived from our audited consolidated financial statements. You should read the information presented below in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	Fiscal Year Ended May 31,
	2001			2002			2003
	($ in thousands, except operating data)
Consolidated Statement of Operations Data:
Net sales(1)	$	1,347,609		$	1,447,642		$	1,364,109
Costs and expenses (income)
Cost of products sold(1)		1,177,389			1,236,944			1,270,081
Selling, general and administrative		110,956			109,151			92,961
Interest(2)		37,061			42,680			34,885
Other income		(26,368	)		(24,683	)		(4,424	)
		1,299,038			1,364,092			1,393,503
Income (loss) before the following items		48,571			83,550			(29,394	)
Income taxes (benefit)		15,198			25,124			(12,345	)
		33,373			58,426			(17,049	)
Dividends on preferred securities — net of tax		(7,150	)		(7,150	)		(7,148	)
Net income (loss)	$	26,223		$	51,276		$	(24,197	)
Balance Sheet Data (at end of period):
Cash	$	8,734		$	7,430		$	6,204
Total assets		1,857,361			1,773,277			1,729,610
Total debt (including current portion)		623,487			484,191			477,877
Company-obligated mandatorily redeemable preferred securities of subsidiary holding solely company convertible debentures		200,000			200,000			199,937
Shareholders’ equity		712,245			762,410			727,509
Other Financial Data:
Net sales:
CAC	$	727,823		$	762,414		$	718,118
Steel		619,786			685,228			645,991
Operating profit (loss):
CAC		134,745			119,234			80,718
Steel		(22,526	)		31,381			(48,633	)
Ratio of earnings to fixed charges(3)		1.3	x		2.2	x		0.3	x
Capital expenditures:
Capital expenditures — expansion		48,261			—			—
Capital expenditures — other		88,631			29,662			54,734
Total capital expenditures		136,892			29,662			54,734

See footnotes beginning on next page

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	Fiscal Year Ended May 31,
	2001			2002			2003
	($ in thousands, except operating data)
Other Data:
Accounts receivable facility fees(4)	$	7,639		$	4,217		$	2,765
Accounts receivable facility usage at end of period(5)		125,000			125,000			115,514
Long-term debt to total capitalization(6)		40.2	%		33.0	%		34.0	%
Units Shipped: (in thousands)(7)
Cement (tons)		4,570			4,902			4,900
Stone, sand & gravel (tons)		20,834			21,152			19,003
Ready-mix (cubic-yards)		3,949			3,921			3,513
Structural mills (tons)		1,286			1,498			1,464
Bar mill (tons)		324			383			360
Total steel tons		1,610			1,881			1,824

(1) We have reclassified freight and delivery costs from net sales to cost of products sold in all periods presented. The reclassifications resulted in an increase in net sales and cost of products sold of approximately $95.4 million in 2001, $102.7 million in 2002 and $104.9 million in 2003, respectively, and had no effect on our results of operations.

(2) Excludes capitalized interest of $15.6 million in fiscal year 2001.

(3) The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. Earnings consist of net income to which has been added income taxes, amortization of capitalized interest and fixed charges (excluding capitalized interest and dividends on preferred securities). Fixed charges consist of interest on all indebtedness (including capitalized interest) plus amortization of debt issuance costs, approximately one-third of rental expense and dividends on preferred securities. For the twelve months ended May 31, 2003, we had a deficiency of earnings to cover fixed charges of $37.6 million. Assuming the completion of the Refinancing at the beginning of the respective periods, our ratio of earnings to fixed charges would have been 0.5x and a deficiency of earnings to cover fixed charges of $37.6 million for the year ended May 31, 2003.

(4) Accounts receivable facility fees are recorded as selling, general and administrative expenses in our statement of operations data and are not included in interest.

(5) Amounts utilized under our accounts receivable facility are deducted from accounts receivable on our balance sheet and are not reflected as part of total debt.

(6) Total capitalization equals total debt (including current portion) plus company-obligated mandatorily redeemable preferred securities of our subsidiary holding solely company convertible debentures plus total shareholders’ equity, in each case at the end of the period.

(7) Units shipped includes intercompany shipments.

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RISK FACTORS

You should carefully consider the following risks and all of the information set forth in this prospectus before participating in the exchange offer.

Risks Related to the Exchange Offer and the Exchange Notes

Holders of outstanding notes who fail to properly tender them may be unable to resell them.

If you do not tender your outstanding notes or if we do not accept your outstanding notes because you did not tender your outstanding notes properly, then, after we consummate the exchange offer, you may continue to hold outstanding notes that are subject to the existing transfer restrictions. We will only issue exchange notes in exchange for outstanding notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding notes and you should carefully follow the instructions on how to tender your outstanding notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the outstanding notes. In addition, if you tender your outstanding notes for the purpose of participation in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes. After the exchange offer is consummated, if you continue to hold any outstanding notes, you may have difficulty selling them because there will be less outstanding notes outstanding. In addition, if a large amount of outstanding notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate the exchange offer could lower the market price of such exchange notes.

Our substantial debt increases the risk that we will not be able to satisfy our obligations under the exchange notes.

Our substantial debt could have important consequences to you. For example, it could:

• make it more difficult for us to satisfy our obligations with respect to the exchange notes;

• increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to service our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, investments and other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business, the cement, aggregates and concrete industry, the steel industry or the markets in which we operate;

• place us at a competitive disadvantage compared to our competitors that have less debt; and

• limit, among other things, our ability to borrow additional funds, even when necessary to maintain adequate liquidity.

We have a significant amount of debt. The following table sets forth our total debt (including current portion), company-obligated mandatorily redeemable preferred securities, shareholders’ equity and total capitalization on a pro forma basis, as adjusted for the Refinancing:

	Pro Forma as of May 31, 2003
	(Unaudited) ($ in thousands)
Total debt (including current portion)	$	621,107
Company-obligated mandatorily redeemable preferred securities		199,937
Shareholders’ equity		720,222
Total capitalization	$	1,541,266

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In addition, approximately $17.7 million of letters of credit would have been outstanding under the new senior secured credit facility to support insurance and other obligations. We would have had up to $165.6 million of additional availability under our new senior secured credit facility, subject to a borrowing base. See “Description of Certain Debt and Preferred Securities — New Senior Secured Credit Facility.” The terms of the indenture governing the exchange notes, our new senior secured credit facility and our other debt agreements allow us to issue and incur additional debt upon satisfaction of certain conditions. If new debt is added to current debt levels, the related risks described above could increase.

After giving effect to the refinancing and initial borrowing under our new senior secured credit facility, our estimated future payments under our contractual obligations are summarized, as follows:

	Future Payments by Period
In thousands	Total		2004		2005-2007		2008		After 2008
Long-term debt	$	632,910	$	732	$	2,068	$	29,667	$	600,443
Operating leases		61,009		16,745		22,760		4,542		16,962
Preferred securities of subsidiary		199,937		—		—		—		199,937
Total contractual obligations	$	893,856	$	17,477	$	24,828	$	34,209	$	817,342

Future payments under leases exclude mineral rights which are insignificant and are generally required only for products produced. Outstanding letters of credit generally only collateralize payment of recorded liabilities.

Effective August 5, 2003, we entered into an interest rate swap that changes the characteristics of the interest payments on $200.0 million of the underlying fixed rate debt from fixed-rate payments to short-term LIBOR-based variable rate payments in order to achieve a mix of interest rates on our long-term debt which, over time, is expected to moderate financing costs. The swap is sensitive to interest rate changes. For example, if short-term interest rates increase (decrease) by one percentage point from the date of the refinancing, annual pretax interest expense would increase (decrease) by $2.0 million.

Although the exchange notes are referred to as “senior notes,” they will be effectively subordinated to our and the subsidiary guarantors’ secured indebtedness.

The exchange notes, and each guarantee of the exchange notes, are unsecured and therefore will be effectively subordinated to any secured indebtedness we, or the relevant guarantor, may incur to the extent of the assets securing such indebtedness. In the event of a bankruptcy or similar proceeding involving us or a guarantor, the assets which serve as collateral for any secured indebtedness will be available to satisfy the obligations under the secured indebtedness before any payments are made on the exchange notes. At May 31, 2003, as adjusted to give effect to the Refinancing, we would have had $621.1 million of debt outstanding, $16.7 million of which is secured debt under our new senior secured credit facility, and up to $165.6 million of additional availability under our new senior secured credit facility, subject to a borrowing base. The exchange notes will be effectively subordinated to any borrowings under our new senior secured credit facility. See the section “Description of Certain Debt and Preferred Securities — New Senior Secured Credit Facility.”

Not all our subsidiaries will guarantee our obligations under the exchange notes, and the assets of the non-guarantor subsidiaries may not be available to make payments on the exchange notes.

Our present and future domestic restricted subsidiaries, other than our accounts receivable facility subsidiary and our capital trust subsidiary, will guarantee the exchange notes. Payments on the exchange notes are only required to be made by us and the subsidiary guarantors. As a result, no payments are required to be made from assets of subsidiaries that do not guarantee the exchange notes, unless those assets are transferred by dividend or otherwise to us or a subsidiary guarantor. At May 31, 2003, our accounts receivable subsidiary had $54.1 million

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in assets and our capital trust subsidiary held solely our 5.5% convertible subordinated debentures due 2028 that were purchased by the capital trust from us with the proceeds from the issuance of the capital trust subsidiary’s company-obligated mandatorily redeemable preferred securities. Our foreign subsidiaries are inactive.

In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their liabilities, including their trade creditors, will be entitled to payment of their claims from the assets of those subsidiaries before any assets of these subsidiaries are made available for distribution to us. As a result, the exchange notes are effectively subordinated to all debt and other liabilities of the non-guarantor subsidiaries. At May 31, the total liabilities of our accounts receivable, capital trust and foreign subsidiaries, excluding intercompany liabilities, were $2.0 million.

We may not be able to generate a sufficient amount of cash flow to service our debt, including the notes. Our ability to generate cash depends on many factors beyond our control.

Our business may not generate sufficient cash flow from operations and future borrowings may not be available to us under our new senior secured credit facility or from other sources in an amount sufficient to enable us to pay our debt, including the exchange notes, or to fund our other liquidity needs. If we are unable to generate sufficient cash flow to meet our debt service requirements, we may have to renegotiate the terms of our debt or obtain additional financing. Our ability to make payments on, or repay or refinance, our debt, including the notes, and to fund planned capital expenditures, will depend largely upon the availability of financing through our new senior secured credit facility and our future operating performance. Our future operating performance, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, our ability to borrow funds in the future to make payments on our debt will depend on our satisfaction of the covenants in our new senior secured credit facility and our other debt agreements, including the indenture governing the exchange notes, and other agreements we may enter into in the future. Specifically, we will need to maintain certain financial ratios, including a fixed charge coverage ratio, if the excess available under our new senior secured credit facility falls below $30.0 million.

We may not be able to refinance some of our indebtedness that matures prior to the maturity date of the exchange notes.

Some of our indebtedness, including all indebtedness under our new senior secured credit facility, will mature prior to the maturity date of the exchange notes. See “Description of Certain Debt and Preferred Securities — New Senior Secured Credit Facility.” We may not be able to refinance any of our debt, including our new senior secured credit facility or the exchange notes, or obtain additional financing on commercially reasonable terms or at all. If we were unable to obtain new financing under the circumstances, we would have to consider other options, such as:

• sales of certain assets to meet our debt service obligations;

• sales of equity; and

• negotiations with our lenders to restructure the applicable debt.

Our new senior secured credit facility, the indenture governing the exchange notes and the terms of our other debt may restrict, or market or business conditions may limit, our ability to do any of these things.

The financing agreements governing our debt, including the exchange notes and our new senior secured credit facility, contain various covenants that restrict our ability to prepay or repurchase the exchange notes, otherwise limit our discretion in the operation of our business and could lead to acceleration of debt.

If we cannot comply with the financial covenants in our new senior secured credit facility, we may not be able to borrow under this facility. In addition, failure to comply with any of the covenants in our existing or

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future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions. Our existing financing agreements, including our new senior secured credit facility and the indenture governing the exchange notes, impose operating and financial restrictions on our activities. Our new senior secured credit facility requires us to comply with or maintain certain financial tests and ratios, including a fixed charge coverage ratio, if the excess availability falls below $30.0 million. Our new senior secured credit facility also limits our ability to prepay or repurchase the exchange notes. Restrictions contained in these financing agreements also limit or prohibit our ability and certain of our subsidiaries ability to, among other things:

• make certain investments;

• incur additional debt or sell preferred stock;

• create liens;

• restrict dividend payments or other payments from subsidiaries to us;

• engage in consolidations and mergers or sell or transfer assets;

• engage in transactions with our affiliates; and

• sell stock in our subsidiaries.

Various risks and events beyond our control could affect our ability to comply with these covenants and maintain financial tests and ratios. A default would permit lenders to accelerate the maturity of the debt under these agreements and to foreclose upon any collateral securing that debt. In addition, lenders may be able to terminate any commitments they made to supply us with further funds. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, including our obligations under the exchange notes. In addition, the limitations imposed by our financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing. We may not be able to obtain waivers or amendments of our financing agreements, if necessary, at acceptable terms or at all.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require exchange note holders to return payments received from guarantors.

If a guarantee of a subsidiary were voided as a fraudulent conveyance or held unenforceable for any other reason, holders of the exchange notes would be solely creditors of our company and creditors of our other subsidiaries that have validly guaranteed the notes. The exchange notes then would be effectively subordinated to all liabilities of the subsidiary whose guarantee was voided.

If the claims of the holders of the exchange notes against any subsidiary were subordinated in favor of other creditors of the subsidiary, the other creditors would be entitled to be paid in full before any payment could be made by the subsidiary on the exchange notes. If one or more of the guarantees is voided or subordinated, there may not be sufficient assets remaining to satisfy the claims of the holders of the exchange notes after providing for all prior claims.

If a bankruptcy case or lawsuit is initiated by unpaid creditors of any guarantor, the debt represented by the guarantees entered into by the guarantors may be reviewed under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws. Under these laws, a guarantee could be voided, or claims in respect of the guarantee could be subordinated to certain obligations of a guarantor if, among other things, the guarantor, at the time it entered into the guarantee:

• received less than reasonably equivalent value or fair consideration for entering into the guarantee; and

• either:

• was insolvent or rendered insolvent by reason of entering into a guarantee;

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• was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts or contingent liabilities beyond its ability to pay them as they become due.

In addition, any payment by a guarantor could be voided and required to be returned to the guarantor or to a fund for the benefit of the guarantor’s creditors under those circumstances.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets;

• the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts or contingent liabilities as they become due.

Based upon financial and other information, we believe that the guarantees are being incurred for proper purposes and in good faith and that we, and our subsidiaries that are guarantors, on a consolidated basis, are solvent and will continue to be solvent after this offering is completed, will have sufficient capital for carrying on our business after the issuance of the exchange notes and will be able to pay our debts as they mature. It is uncertain which standard a court would apply in making these determinations or whether a court would agree with our conclusions in this regard.

We may be unable to make a change of control offer required by the indenture governing the exchange notes, which would cause defaults under the indenture governing the exchange notes, our new senior secured credit facility and our other financing arrangements.

The terms of the exchange notes will require us to make an offer to repurchase the exchange notes upon the occurrence of certain specific kinds of change of control events. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Company to repurchase such Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain. In addition, the terms of our new senior secured credit facility and other financing agreements may require repayment of amounts outstanding in the event of a change of control and limit our ability to fund the purchase of your exchange notes in certain circumstances. It is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of exchange notes or that restrictions in our new senior secured credit facility and other financing agreements will not allow the repurchases.

We could enter into various transactions, such as acquisitions, refinancings, recapitalizations or other highly leveraged transactions, which would not constitute a change of control, but which could nevertheless increase the amount of our outstanding debt at such time, or force us to alter our capital structure or downgrade our credit ratings, or otherwise adversely affect holders of the exchange notes.

Under the terms of the exchange notes, a variety of acquisition, refinancing, recapitalization or other highly leveraged transactions may not be considered change in control transactions. As a result, we could enter into any such transaction without being required to make an offer to repurchase the exchange notes even though the transaction could increase the total amount of our outstanding debt, force us to alter our capital structure or downgrade our credit ratings or otherwise adversely affect the holders of the exchange notes.

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An active public market may not develop for the exchange notes, which may hinder your ability to liquidate your investment.

The exchange notes are a new issue of securities with no established trading market. We do not intend to list the exchange notes on any securities exchange, and neither we, nor any of our affiliates will make a market in the exchange notes. An active trading market may not develop for the exchange notes.

In addition changes in interest rates in the market for high yield securities and changes in our financial performance or prospects, as well as declines in the prices of securities, or the financial performance or prospects of similar companies may reduce the liquidity of the trading market for the exchange notes, if any, and the market price quoted for the exchange notes.

Risks Relating to Our Company

We face significant competition, and some of our competitors have resources in excess of our available resources and/or less financial leverage than we do.

All of the markets in which we participate are highly competitive. We compete in each of our cement, aggregate and concrete products markets with several other domestic suppliers of these products as well as with importers of foreign cement. Competition in this segment is based largely on price and, to a lesser extent, quality and service due to the lack of product differentiation and the commodity nature of our products. As a result, the prices that we charge our customers are not likely to be materially different from the prices charged by other producers in the same markets. Accordingly, our profitability is generally dependent on the level of demand for cement, aggregates and concrete products as a whole and on our ability to control operating costs. Prices in this segment are subject to material changes in response to relatively minor fluctuations in supply and demand, general economic conditions and other market conditions beyond our control. We may face price or volume declines in the future.

We compete in our steel markets with domestic and international producers of steel products. We compete on the basis of price, quality and the ability to meet our customers’ product needs and delivery schedules. Competition within the steel industry, both domestically and worldwide, is intense and is expected to remain so. The highly competitive nature of the steel industry has exerted downward pressure on prices. Excess world steel capacity resulting from the construction of new mini-mills, including the construction of mini-mills by our direct domestic competitors, expansion and improved production by integrated mills and substantial expansion of foreign steel capacity continue to lower the demand for U.S. steel and adversely impact the U.S. steel industry. This excess capacity, including high levels of steel imports into the United States, has in the past decreased our prices and resulted in a narrowing of gross margins. Depressed pricing and overcapacity may continue or worsen, which would negatively affect our operating results.

We have recently made significant capital expenditures to expand our facilities that are intended to strengthen our competitive position in both our CAC and steel segments. These or any future expansionary capital expenditures, however, may not improve our competitive position and business prospects as anticipated, and if they do not, our results of operations may be lowered. Further, due to the high fixed cost nature of our businesses, our operating results may be significantly affected by relatively small changes in production volumes. In addition, in each of our segments, some of our competitors are larger, have greater financial resources and/or have less financial leverage than we do. As a result, these competitors may better weather downward pricing pressure and adverse economic or industry conditions.

Our business is sensitive to economic cycles within the public, residential and non-residential construction segments as well as seasonality and inclement weather conditions.

A significant percentage of our sales of both CAC and steel products is attributable to the level of construction activity. Historically, construction spending and cement consumption have been cyclical. Demand

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for steel is derived primarily from non-residential construction. Demand for cement is derived primarily from public (infrastructure), residential and non-residential construction. Construction activity in each of these segments is cyclical and is influenced by prevailing economic conditions, including availability of public funds, interest rate levels, inflation, consumer spending habits and employment.

In particular, customers in our CAC segment are engaged in a substantial amount of construction in which government funding is a component and, as a result, can be subject to government budget constraints and political shifts resulting in fund reallocation. For example, Governor Gray Davis of California has proposed a $2.6 billion reduction, compared to the prior year proposal, in transportation funding for the State of California in his 2003 to 2004 budget proposal. TEA-21 provided $2.8 billion and $2.4 billion in highway construction and maintenance funding to California and Texas in 2002, respectively. In 2003, California and Texas were allocated $2.5 billion and $2.2 billion, respectively, in highway funding under the Fiscal Year 2003 Omnibus Appropriations Bill. The federal Transportation Equity Act for the 21st Century (“TEA-21”) and other public works funding may not be available in the future at levels commensurate with prior years. A significant decline in the level of construction activity in our markets would negatively affect our operating results.

The cement, aggregates and concrete markets are also generally regional because transportation costs are high relative to the value of the product. Regional markets in particular are highly cyclical. Sales in regional markets are dependent on regional demand, which is tied to local economic factors that may fluctuate more widely than those of the United States as a whole. As a result, even though we sell in more than one area of the country, our operating results are subject to significant fluctuation. The regional nature of our CAC segment also makes us vulnerable to changes in regional weather and its impact on the regional construction industry. Our CAC operating profit is generally lower in our fiscal quarter ended February 28 than it is in our other three fiscal quarters because of the impact of winter weather on construction activity. Extended periods of inclement weather can reduce construction activity at other times of the year as well.

The demand for steel products is generally affected by macroeconomic fluctuations in the U.S. and global economies. Future economic downturns, stagnant economies or currency fluctuations could decrease the demand for our products or increase imports, which could have a material adverse effect by decreasing our volume of shipments, sales and profitability. Steel results are also affected by our shut-downs scheduled every 12 to 24 months to refurbish our steel production facilities.

The availability and pricing of raw materials and energy could lower our results of operation and harm our financial condition.

In the past our results of operations and financial condition have been, and may again in the future be, worsened by increases in raw material costs or energy costs, or their lack of availability. We are dependent upon purchased recycled steel scrap as a raw material and upon energy sources, including electricity and fossil fuels. We have not entered into any long-term contracts to satisfy our fuel and electricity needs or recycled steel scrap requirements. If we are unable to meet our requirements for fuel, electricity or recycled steel scrap, we may experience interruptions in our production. In addition, the prices of these raw materials and energy sources are subject to market forces largely beyond our control and, in the past, have fluctuated significantly. We may not be able to adjust our product prices to reflect any increase in costs.

Our business would suffer if antidumping duties on imports are reduced or eliminated or foreign competitors not subject to such duties increase imports.

A substantial reduction or elimination of the existing antidumping duties could lower our results of operations.

CAC Segment. A group of domestic cement producers, including our company, filed antidumping petitions that have resulted in the imposition of significant antidumping duty cash deposits on gray portland cement and

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clinker imported from Mexico and Japan. In addition, the U.S. Department of Commerce signed agreements with the Venezuelan Government and Venezuelan cement producers designed to eliminate the dumping and illegal subsidization of gray portland cement and clinker from Venezuela. On an annual basis, the antidumping duties are subject to review by the Department of Commerce to determine whether the current antidumping duty deposit rates should be adjusted upward or downward.

        In 1995, the Antidumping Code of the General Agreement on Tariffs and Trade was substantially altered pursuant to the Uruguay Round of multilateral trade negotiations. U.S. legislation approving and implementing the Uruguay Round agreements requires the Department of Commerce and the U.S. International Trade Commission (“ITC”) to conduct “sunset” reviews of all outstanding antidumping and countervailing duty orders and suspension agreements, including the antidumping orders against gray portland cement and clinker from Mexico and Japan and the suspension agreements on gray portland cement and clinker from Venezuela, to determine whether they should be terminated or remain in effect. In 2000, the Department of Commerce and the ITC conducted sunset reviews of the antidumping orders and suspension agreements and determined that the antidumping orders against Mexico and Japan should remain in effect until 2005 when the ITC is scheduled to conduct another sunset review. However, the ITC determined that the suspension agreements with Venezuela were no longer necessary. Mexican cement producers have appealed the ITC sunset review determination regarding imports from Mexico to a dispute settlement panel established under the North American Free Trade Agreement. The Government of Mexico has also requested consultations with the United States regarding the Mexican cement antidumping order under World Trade Organization (“WTO”) dispute settlement rules. The consultations could lead to Mexico filing a WTO complaint challenging the Department of Commerce’s and the ITC’s determinations in the sunset reviews and the annual determinations of the amount of antidumping duties. Domestic cement producers have appealed the ITC sunset review determinations regarding imports from Venezuela to the U.S. Court of International Trade. Although to date Venezuelan imports have not competed in our markets to any significant degree, they may do so in the future.

While the average cost of imported cement rose during 2001, the cost of cement imports from some countries, particularly those from Southeast Asia, are less. Moreover, independently owned cement operators could undertake to construct new import facilities and begin to purchase large quantities of low-priced cement from countries not yet subject to antidumping orders, such as those in Asia, which could compete with domestic producers. An influx of low-priced cement or clinker products from countries not subject to antidumping orders could lower our results of operations.

Steel Segment. Excessive imports of steel into the United States have in recent years, and may again in the future, exert downward pressure on U.S. steel prices and significantly reduce our sales, margins and profitability. Competition from foreign producers has greatly increased as a result of excess foreign steel making capacity and a weakening of certain foreign economies, particularly in Eastern Europe, Asia and Latin America. In addition, we believe the downward pressure on, and depressed levels of, U.S. steel prices in recent years have been further exacerbated by imports of steel involving dumping and subsidy abuses by foreign steel producers. Some foreign steel producers are owned, controlled or subsidized by foreign governments. As a result, decisions by these producers with respect to their production, sales and pricing are often influenced to a greater degree by political and economic policy considerations than by prevailing market conditions, realities of the marketplace or consideration of profit or loss.

In July 1999, complaints were filed with the ITC and the U.S. Department of Commerce by us, Northwestern Steel & Wire Co., Nucor-Yamato Steel Co. and the United Steelworkers of America seeking to impose antidumping and countervailing duties against imports of structural steel beams from Germany, Japan, South Korea and Spain. In June and July 2000, the ITC made respective determinations that an industry in the United States is materially injured or threatened with material injury by reason of such imports from Japan and Korea that the Department of Commerce has determined are subsidized and sold in the United States at less than fair value. As a result of the ITC’s affirmative determinations, the Department of Commerce directed the U.S. Customs Service to impose countervailing and antidumping duties on imports of certain structural steel beams

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from these two countries. However, imports of structural steel beams from other countries increased significantly and the Committee for Fair Beam Imports (composed of Northwestern Steel & Wire Co., Nucor Corp., Nucor-Yamato Steel Co. and our company) again petitioned the ITC and the U.S. Department of Commerce concerning imports of certain structural steel beams from China, Germany, Luxembourg, Russia, South Africa, Spain and Taiwan. On June 17, 2002, the ITC determined that, although the Department of Commerce had determined that these imports were being sold in the United States at less than fair value, such imports did not materially injure or threaten with material injury an industry in the United States, and no antidumping duties were imposed on imports of structural steel beams from these countries. The Committee for Fair Beam Imports has appealed the ITC’s negative determination.

Existing duties are subject to annual review upon request. A substantial reduction or elimination of the existing antidumping duties, or an influx of low-priced steel products from countries not subject to antidumping orders, could again create downward pressure on U.S. steel prices and, in turn, lower our results of operations.

We may incur substantial expenditures to comply with environmental laws which may adversely affect our results of operations and harm our financial condition.

Changes in environmental laws may interrupt production, increase the cost of compliance and hinder our ability to build new or expand production facilities. We are subject to federal, state and local environmental laws and regulations concerning, among other matters, air emissions, furnace dust disposal and wastewater discharge. We believe we are in substantial compliance with applicable environmental laws and regulations. However, from time to time we receive claims from federal and state environmental regulatory agencies and entities asserting that we are or may be in violation of certain environmental laws and regulations. Based on our experience and information currently available to us, we believe that such claims will not have a material impact on our financial condition or results of operations. Despite our compliance and experience, it is possible that we could be held liable for future charges which might be material but are not currently known or estimable. In addition, changes in federal or state laws, regulations or requirements or discovery of currently unknown conditions could require additional expenditures by us.

Emissions sources at our facilities are regulated by a combination of permit limitations and emission standards of national and statewide application. We believe that we are in substantial compliance with our permit limitations and emission standards and regulations applicable to our existing facilities. Future changes in permit limitations and emission standards, however, may result in prolonged production interruption, significant costs of compliance or a hindrance of our ability to build new or expand existing production facilities.

Many of the raw materials, products and by-products associated with the operation of any industrial facility, including those for the production of steel, cement or concrete products, contain chemical elements or compounds that can be designated as hazardous. Such raw materials, products and by-products may also exhibit characteristics that result in their being classified as a hazardous substance or waste. Some examples are the metals present in cement kiln dust (“CKD”), electric arc furnace dust (“EAF dust”) generated by our steel facilities and the ignitability of the waste derived fuels that we use as a primary or supplementary fuel substitute for nonrenewable coal and natural gas to fire certain of our cement kilns.

Currently, CKD is exempt from hazardous waste management standards under the Resource Conservation and Recovery Act (“RCRA”) if certain tests are satisfied. We have demonstrated that the CKD we generate satisfies these tests. However, the EPA plans to apply site-specific waste-management standards to CKD under the Clean Air Act and RCRA to assure that the environment is protected. We have established operating practices and are implementing waste management programs that we believe will comply with these anticipated standards, but such practices and programs may not continue to comply in the future if regulations become more restrictive.

We utilize hazardous materials such as gasoline, acids, solvents and chemicals as well as materials that have been designated or characterized as hazardous waste by the EPA, which we utilize for energy recovery. This

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necessitates us to familiarize our work force with the more exacting requirements of applicable environmental laws and regulations with respect to human health and the environment related to these activities. The failure to observe these exacting requirements could jeopardize our hazardous waste management permits and, under certain circumstances, expose us to significant liabilities and costs of cleaning up releases of hazardous substances into the environment or claims by employees or others alleging exposure to hazardous substances.

Our steel facilities generate, in the same manner as other similar steel plants in the industry, EAF dust that contains lead, chromium and cadmium. The EPA has listed this EAF dust, which is collected in baghouses, as hazardous waste. We have contracts with reclamation facilities in the United States and Mexico pursuant to which such facilities receive the EAF dust generated by us and recover the metals from the dust for reuse, thus rendering the dust non-hazardous. In addition, we are continually investigating alternative reclamation technologies and have implemented processes for diminishing the amount of EAF dust generated.

We intend to comply with all legal requirements regarding the environment and health and safety matters, but since many of these requirements are subjective and therefore not quantifiable, are presently not determinable, or are likely to be affected by future legislation or rule making by government agencies, it is not possible to accurately predict the aggregate future costs of compliance and their effect on our operations, future net income or financial condition. Notwithstanding our intentions to comply with all legal requirements, if injury to persons or damage to property or contamination of the environment has been or is caused by the conduct of our business or hazardous substances or wastes used in, generated or disposed of by us, we may be liable for such injuries and damages, and be required to pay the cost of investigation and remediation of such contamination. The amount of such liability could be material, and we may incur material liability in connection with possible claims related to our operations and properties under environmental, health and safety laws.

Unexpected equipment failures may lead to production curtailments or shutdowns.

Due to the high fixed cost nature of our business, interruptions in our production capabilities may cause our productivity and results of operations to decline significantly during the affected period. Our manufacturing processes are dependent upon critical pieces of equipment, such as our cement kilns, grinding mills, stone crushers, steel furnaces, continuous casters and rolling equipment, as well as electrical equipment, such as transformers. This equipment may, on occasion, be out of service as a result of unanticipated failures or damaged during accidents. In addition to equipment failures, our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions. We have experienced two fires in fiscal year 2003, and may in the future experience material plant shutdowns or periods of reduced production as a result of equipment failures or catastrophic events.

Our California facilities may be damaged by an earthquake for which we have a limited amount of insurance.

Any significant earthquake damage to our California facilities could lower our results of operations. Our operations in California are susceptible to damage from earthquakes. We maintain only a limited amount of earthquake insurance and, therefore, we are not fully insured against earthquake risk.

FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements.” Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or “anticipate” and other similar words. Such forward-looking statements may be contained in the sections “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry Overview” and “Business,” among other places. Forward-looking statements include statements concerning:

• future results of operations;

• future cash flows and liquidity;

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• future capital expenditures;

• competitive pressures and general economic and financial conditions;

• levels of construction activity;

• levels of import activity;

• inclement weather;

• the occurrence of unanticipated equipment failures and plant outages;

• cost and availability of raw materials, fuel and energy;

• environmental conditions and regulations; and

• any assumptions underlying the foregoing.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in this prospectus. Each forward-looking statement speaks only as of the date of the particular statement. Currently known risk factors include, but are not limited to, the factors described in this prospectus in the section “Risk Factors.” We urge you to review carefully the section “Risk Factors” in this prospectus for a more complete discussion of the risks of an investment in the notes.

MARKET, RANKING AND OTHER DATA

The data included in this prospectus regarding markets and ranking, including the size of certain markets and our position and the position of our competitors within these markets, and other data, are based on independent industry publications, reports of government agencies or other published industry sources, and our estimates are based on our management’s knowledge and experience in the markets in which we operate. Our estimates have been based on information obtained from our customers, suppliers, trade and business organizations and other contacts in the markets in which we operate. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for our estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in data gathering. As a result, you should be aware that market, ranking and other similar data included in this prospectus, and estimates and beliefs based on that data, may not be reliable. You should also be aware that Melvin G. Brekhus, our Executive Vice President, Cement, Aggregate and Concrete, is the Chairman Emeritus and former Chairman of the Portland Cement Association, an industry group whose publications we reference in this prospectus and that Tommy A. Valenta, our Executive Vice President, Steel, is a member of the board of the American Institute of Steel Construction and the Steel Manufacturers Association, industry groups whose research data is used in this prospectus.

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USE OF PROCEEDS

We intend the exchange offer to satisfy our obligations under the registration rights agreement that we entered into in connection with the offering of the outstanding notes. We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offer. Outstanding notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. As a result, the issuance of the exchange notes will not result in any increase or decrease in our indebtedness. We have agreed to bear the expenses of the exchange offer. No underwriter is being used in connection with the exchange offer.

The net proceeds from the issuance and sale of the outstanding notes was approximately $585.8 million, after deducting the discount payable to the initial purchasers and estimated offering expenses payable by us. We used the net proceeds from offering of the outstanding notes, together with borrowings under our new senior secured credit facility, to repurchase $283.0 million principal amount of our previously issued senior notes, repay all debt outstanding under our then-existing credit facility, repurchase our interests in the defined pool of trade receivables previously sold under our accounts receivable facility, and collateralize the letters of credit supporting the variable-rate industrial development revenue bonds prior to their retirement on August 1, 2003.

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CAPITALIZATION

The following table sets forth our consolidated capitalization and usage under our accounts receivable facility as of May 31, 2003, on an actual basis and as adjusted to give effect to the Refinancing as if it had occurred on May 31, 2003. Concurrently with the offering of the outstanding notes, we entered into a new senior secured credit facility, which provided us with up to $200.0 million of available borrowings, subject to a borrowing base. We intend to use the availability remaining under our new senior secured credit facility after the Refinancing for working capital purposes.

You should read the following table in conjunction with “Use of Proceeds,” “Selected Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Certain Debt and Preferred Securities,” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

	May 31, 2003
	Actual		As Adjusted
	($ in thousands)
Total debt (including current portion):
New senior secured credit facility(1)	$	—	$	16,730
Revolving credit facility		95,000		—
Senior notes offered hereby		—		600,000
Senior notes:
Notes due through 2017, interest rates average 7.28%		200,000		—
Notes due through 2008, interest rates average 7.28%		75,000		—
Notes due through 2004, interest rates average 10.20%		8,000		—
Variable-rate industrial development revenue bonds:(2)
Bonds maturing in 2028, interest rate approximately 2.50%		50,000		—
Bonds maturing in 2029, interest rate approximately 2.50%		25,000		—
Bonds maturing in 2029, interest rate approximately 2.50%		20,500		—
Pollution control bonds, due through 2007, interest rate 3.19% (75% of prime)		3,855		3,855
Other, maturing through 2009, interest rates from 7.50% to 10.00%		522		522
Total debt		477,877		621,107
Company-obligated mandatorily redeemable preferred securities of subsidiary holding solely company convertible debentures		199,937		199,937
Shareholders’ equity(3)		727,509		720,222
Total capitalization	$	1,405,323	$	1,541,266
Accounts receivable facility usage(4)	$	115,514	$	—

(1) As of June 20, 2003, $21.3 million in letters of credit were subject to our new senior secured credit facility.

(2) We retired our variable-rate industrial development revenue bonds on August 1, 2003. We used approximately $96.7 million of the proceeds from the sale of the outstanding notes to cash collateralize the letters of credit supporting these bonds prior to their retirement.

(3) Shareholders’ equity, as adjusted, reflects an estimated $7.3 million of after tax charges to be incurred in connection with the Refinancings as of May 31, 2003, including the writeoff of $1.8 million of debt issuance costs associated with the debt to be repaid and an estimated $5.5 million of expenses for consent payments and premiums to be paid on the previously issued senior notes.

(4) On June 6, 2003, we repurchased all of our interests in the defined pool of trade receivables previously sold under this facility and terminated the facility.

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

Set forth below are selected consolidated financial and operating data for the five fiscal years ended May 31, 2003 . The statement of operations, balance sheet and other financial data for the five fiscal years ended May 31, 2003, have been derived from our audited consolidated financial statements. You should read the information presented below in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	Fiscal Year Ended May 31,
	1999			2000			2001			2002			2003
	($ in thousands, except operating data)
Consolidated Statement of Operations Data:
Net sales(1)	$	1,208,218		$	1,403,650		$	1,347,609		$	1,447,642		$	1,364,109
Costs and expenses (income)
Cost of products sold(1)		970,920			1,161,720			1,177,389			1,236,944			1,270,081
Selling, general and administrative		104,604			113,713			110,956			109,151			92,961
Interest(2)		11,310			32,743			37,061			42,680			34,885
Other income		(22,713	)		(19,500	)		(26,368	)		(24,683	)		(4,424	)
		1,064,121			1,288,676			1,299,038			1,364,092			1,393,503
Income (loss) before the following items		144,097			114,974			48,571			83,550			(29,394	)
Income taxes (benefit)		48,283			37,995			15,198			25,124			(12,345	)
		95,814			76,979			33,373			58,426			(17,049	)
Dividends on preferred securities — net of tax		(7,071	)		(7,150	)		(7,150	)		(7,150	)		(7,148	)
Net income (loss)	$	88,743		$	69,829		$	26,223		$	51,276		$	(24,197	)
Balance Sheet Data (at end of period):
Cash	$	17,652		$	6,988		$	8,734		$	7,430		$	6,204
Total assets		1,531,053			1,815,680			1,857,361			1,773,277			1,729,610
Total debt (including current portion)		465,533			632,657			623,487			484,191			477,877
Company-obligated mandatorily redeemable preferred securities of subsidiary holding solely company convertible debentures		200,000			200,000			200,000			200,000			199,937
Shareholders’ equity		632,550			698,026			712,245			762,410			727,509
Other Financial Data:
Net sales:
CAC	$	688,815		$	722,182		$	727,823		$	762,414		$	718,118
Steel		519,403			681,468			619,786			685,228			645,991
Operating profit (loss):
CAC		165,310			169,717			134,745			119,234			80,718
Steel		12,950			15,238			(22,526	)		31,381			(48,633	)

See footnotes beginning on next page

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	Fiscal Year Ended May 31,
	1999			2000			2001			2002			2003
	($ in thousands, except operating data)
Ratio of earnings to fixed charges(3)		3.1	x		2.5	x		1.3	x		2.2	x		0.3	x
Capital expenditures:
Capital expenditures — expansion		379,240			266,346			48,261			—			—
Capital expenditures — other		96,224			50,750			88,631			29,662			54,734
Total capital expenditures		475,464			317,096			136,892			29,662			54,734
Other Data:
Accounts receivable facility fees(4)	$	1,065		$	6,227		$	7,639		$	4,217		$	2,765
Accounts receivable facility usage at end of period(5)		100,000			85,000			125,000			125,000			115,514
Long-term debt to total capitalization(6)		35.4	%		41.0	%		40.2	%		33.0	%		34.0	%
Units Shipped: (in thousands)(7)
Cement (tons)		3,852			4,135			4,570			4,902			4,900
Stone, sand & gravel (tons)		18,010			19,653			20,834			21,152			19,003
Ready-mix (cubic-yards)		4,203			4,197			3,949			3,921			3,513
Structural mills (tons)		1,030			1,470			1,286			1,498			1,464
Bar mill (tons)		296			331			324			383			360
Total steel tons		1,326			1,801			1,610			1,881			1,824

(1) We have reclassified freight and delivery costs from net sales to cost of products sold in all periods presented. The reclassifications resulted in an increase in net sales and cost of products sold of approximately $81.4 million in 1999, $97.2 million in 2000, $95.4 million in 2001, $102.7 million in 2002 and $104.9 million in 2003, respectively, and had no effect on our results of operations.

(2) Excludes capitalized interest of $23.2 million in fiscal year 1999, $12.7 million in fiscal year 2000 and $15.6 million in fiscal year 2001.

(3) The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. Earnings consist of net income to which has been added income taxes, amortization of capitalized interest, fixed charges (excluding capitalized interest and dividends on preferred securities) and minority interest in our subsidiary, Chaparral Steel Company. Fixed charges consist of interest on all indebtedness (including capitalized interest) plus amortization of debt issuance costs, approximately one- third of rental expense and dividends on preferred securities. For the twelve months ended May 31, 2003, we had a deficiency of earnings to cover fixed charges of $37.6 million. Assuming the completion of the Refinancing at the beginning of the respective period, our ratio of earnings to fixed charges would have been 0.5x and a deficiency of earnings to cover fixed charges of $37.6 million for the year ended May 31, 2003.

(4) Accounts receivable facility fees are recorded as selling, general and administrative expenses in our statement of operations data and are not included in interest.

(5) Amounts utilized under our accounts receivable facility are deducted from accounts receivable on our balance sheet and are not reflected as part of long-term debt.

(6) Total capitalization equals total debt (including current portion) plus company-obligated mandatorily redeemable preferred securities of subsidiary holding solely company convertible debentures plus total shareholders’ equity, in each case at the end of the period.

(7) Units shipped includes intercompany shipments.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion together with the financial statements, including the related notes and the other financial information appearing elsewhere in this prospectus, as well as the risks described in the “Risk Factors” section. The following discussion contains forward looking statements. See “Forward-Looking Statements.”

Overview

We are the largest producer of cement in Texas, a major cement producer in California and the second largest supplier of structural steel products in North America. We are also a major supplier of construction aggregates, ready-mix concrete, concrete products and steel bar products. We are the only North American producer of both cement and steel. Our two business segments consist of cement, aggregate and concrete products, which we refer to as our CAC segment, and structural steel and steel bar products, which we refer to as our steel segment. Through our CAC segment, we produce and sell cement, stone, sand and gravel, ready-mix concrete and other products. Through our steel segment, we produce and sell structural steel products, which include wide flange beams, channels, piling products and other shapes, and steel bar products, which include reinforcing bar and specialty bar products.

Our CAC facilities are concentrated primarily in Texas, Louisiana and California and we market construction materials primarily to contractors and distributors in those regions. Our steel facilities, located in Midlothian, Texas and Dinwiddie County, Virginia, produce a wide variety of products utilizing recycled steel obtained from crushed automobiles and other sources as the principal raw material. Steel products, sold principally to steel service centers, fabricators, cold finishers, forgers and original equipment manufacturers, are distributed to markets in North America.

A number of major growth and improvement projects during the last five years have increased our annual capacity and geographic diversity. In 1998, we expanded our total cement capacity from 2.1 million tons to 3.5 million tons through the acquisition of Riverside Cement Company in California. This $115.4 million acquisition opened the California cement market to us. In 1999, we began operation of our new state-of-the-art structural steel facility in Dinwiddie County, Virginia. This $543.2 million investment added approximately 1.2 million tons, doubling our capacity to make structural steel products, and broadened our product lines. In May 2001, we completed the expansion of our Midlothian, Texas cement manufacturing plant, adding 1.5 million tons of capacity. This $243.3 million expansion increased production efficiencies, enhanced our position as the largest supplier of cement in Texas and brought our overall annual cement capacity to 5.0 million tons. With the Midlothian cement expansion, we substantially completed our planned program of major investments. In the future, we intend to expand and upgrade our California portland cement plant to make it one of the most efficient, low-cost facilities in the western United States. The timing for this expansion has not been determined and is dependent, among other things, upon improved operating cash flow and the level of construction activity in California.

These major expansion investments have increased our annual depreciation expense from approximately $62 million in fiscal year 1998 to approximately $100 million in recent years; however, our maintenance capital expenditure requirements have not increased proportionately. Removing the major expansion and other growth investments from the last five years of total capital spending, annual maintenance capital expenditures averaged slightly less than $50 million. This modest level of maintenance capital spending has provided us with the ability to generate free cash flow in excess of our net income.

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Net Sales

Consumption of cement, aggregates and concrete products is generally determined by the level of public works (particularly highway construction), residential and non-residential construction activity. The consumption of structural steel, our main steel product, is primarily a function of non-residential construction.

Given the high transportation costs of cement relative to its value, we typically sell cement within a 300-mile radius from our production facilities. Aggregates and ready-mix concrete are generally marketed within a 100-mile radius of a plant site for the same reason. These transportation limitations serve to make the markets for these products very regional in nature. Transportation costs are not as critical to our steel operations as they are to our CAC segment and, as a result, we market steel products throughout the United States and, to a limited extent, in Canada and Mexico.

Our CAC customers inventory very little of our products. As a result, inclement weather that slows or even stops construction has an immediate impact on our CAC shipments. For this reason, our third fiscal quarter ending February is generally the low quarter of the year for CAC shipments and operating results. Our steel customers and end users maintain higher levels of inventory that tend to lessen the impact that weather might have on consumption of structural steel, making our steel shipments and operating results much less dependent on the weather.

While we strive to excel in providing service and quality to our customers, the commodity nature of our products makes price the most important factor in generating sales. As a result, supply and demand determine the general price level for products of both our CAC and steel segments.

For year ended May 31, 2003, our ready-mix and other concrete operations consumed approximately 18% of our cement sales and approximately 30% of our aggregate sales with the rest of our sales going to outside customers. Practically all of our steel shipments are made to outside customers.

Sales are recognized when title has transferred and products are delivered. Historically, we have included delivery fees in the amount we billed customers to the extent needed to recover our cost of freight and delivery. Net sales were presented as revenues including delivery fees offset by freight and delivery costs and were disclosed as such. The Emerging Issues Task Force of the FASB reached a final consensus on Issue No. 00-10, “Accounting for Shipping and Handling Fees and Costs.” EITF 00-10 addresses the income statement classification of amounts charged to customers for shipping and handling, as well as costs incurred related to shipping and handling. The EITF concluded that amounts billed to a customer in a sale transaction related to shipping and handling should be classified as revenue. The EITF also concluded that if costs incurred related to shipping and handling are significant and not included in cost of sales, an entity should disclose both the amount of such costs and the line item on the income statement that includes them. In connection with this issue, we have reclassified freight and delivery costs from net sales to cost of products sold in all periods presented in its Consolidated Statements of Operations. The reclassifications resulted in an increase in both net sales and cost of products sold of approximately $104.9 million, $102.7 million and $95.4 million for 2003, 2002 and 2001, respectively. These reclassifications had no effect on our results of operations or financial position.

Cost of Products Sold

We extract limestone, the primary raw material in the manufacture of cement, principally from our own quarries where we estimate we have approximately 100 years of reserves. Other raw materials, such as iron ore and gypsum, are purchased from outside suppliers. Energy comprises approximately 30% of the cost to make a ton of cement, depending on the type of manufacturing process. Fossil fuels and other alternative fuels fire the chemical process that changes the limestone raw material into clinker. Electricity powers the machinery that grinds both the raw material at the beginning of the process and the clinker into finished cement (a fine powder).

We extract aggregates from owned or leased property and then clean, crush and separate the materials according to required specifications using automated equipment and machinery. Ready-mix concrete is a mixture

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of cement, aggregates and water. The mixing primarily takes place in the rotating drum of a concrete delivery truck while en route to a construction site.

Taken as a whole, our CAC operations are energy intensive. Labor, repair and maintenance costs, depreciation and depletion make up most of the remainder of production expenses. A large portion of our cost is fixed. As a result, relatively small changes in production volumes can cause significant changes in unit costs.

We make all of our steel products from recycled steel scrap, which accounts for approximately 33% of our steel unit cost of production. We purchase recycled steel scrap from outside suppliers on a spot basis, a portion of which we shred ourselves for our Texas plant’s requirements. The recycled steel scrap is melted in arc furnaces powered by electricity. Additives and alloys supplement the steel raw material depending on product specifications. The molten steel is formed by a caster into an intermediate product that is then rolled into a finished product to exact specifications for size and quality.

Energy costs are the next major cost component in steel-making. Electricity powers the arc furnaces and the heavy machinery used to roll finished products; natural gas is used to reheat the intermediate product before it is shaped in the rolling mill. Labor, depreciation, repair and maintenance make up the remaining costs of production.

As in our CAC operations, a large portion of our steel cost is fixed. As a result, relatively small changes in production volumes can cause significant changes in unit costs.

Selling, General and Administrative

Selling, general and administrative expenses are comprised of all costs associated with our sales, finance and accounting, materials and transportation, and administrative departments. These costs include labor and benefits (including incentive compensation), professional services, accounts receivable facility fees, property taxes, and bad debt expense. Selling, general and administrative expenses relating to our CAC segment or our steel segment are expenses that are directly attributable to sales in each segment.

Other Income

Other income includes sales of surplus operating assets and real estate. Also included in other income during some periods were settlements we received as a result of our litigation against certain graphite electrode suppliers.

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Results of Operations

BUSINESS SEGMENTS

The following table highlights certain of our operating information:

	Year Ended May 31,
	2001		2002		2003
	($ and units shipped in thousands)
TOTAL SALES (including intercompany sales)
Cement	$	326,065	$	349,330	$	337,624
Ready-mix		235,201		231,543		203,349
Stone, sand & gravel		114,326		117,761		105,521
Structural mills		451,895		501,158		460,227
Bar mill		105,391		114,682		116,231
UNITS SHIPPED (including intercompany shipments)
Cement (tons)		4,570		4,902		4,900
Ready-mix (cubic yards)		3,949		3,921		3,513
Stone, sand & gravel (tons)		20,834		21,152		19,003
Structural mills (tons)		1,286		1,498		1,464
Bar mill (tons)		324		383		360
NET SALES
Cement	$	254,019	$	276,964	$	278,116
Ready-mix		234,674		231,276		203,013
Stone, sand & gravel		80,547		85,319		74,084
Other products		108,761		115,046		108,613
Delivery fees		49,822		53,809		54,292
TOTAL CAC	$	727,823	$	762,414	$	718,118
Structural mills		451,895		501,158		460,227
Bar mill		105,391		114,682		116,231
Other products		16,945		20,475		18,921
Delivery fees		45,555		48,913		50,612
TOTAL STEEL	$	619,786	$	685,228	$	645,991
TOTAL NET SALES	$	1,347,609	$	1,447,642	$	1,364,109

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	Year Ended May 31,
	2001			2002			2003
	($ and units shipped in thousands)
CAC OPERATIONS
Gross Profit	$	207,283		$	210,559		$	167,350
Less:  Depreciation, depletion & amortization		40,283			46,726			47,336
Selling, general & administrative		48,761			46,840			40,553
Other income		(16,506	)		(2,241	)		(1,257	)
OPERATING PROFIT		134,745			119,234			80,718
STEEL OPERATIONS
Gross Profit		59,035			97,537			20,563
Less:  Depreciation & amortization		59,884			52,503			47,916
Selling, general & administrative		24,940			27,693			20,943
Other income		(3,263	)		(14,040	)		337
OPERATING PROFIT (LOSS)		(22,526	)		31,381			(48,633	)
TOTAL OPERATING PROFIT (LOSS)		112,219			150,615			32,085
CORPORATE RESOURCES(1)
Other income		6,599			8,402			3,504
Less:  Depreciation & amortization		1,218			1,508			1,860
Selling, general & administrative		31,968			31,279			28,238
		(26,587	)		(24,385	)		(26,594	)
INTEREST EXPENSE		(37,061	)		(42,680	)		(34,885	)
INCOME (LOSS) BEFORE TAXES & OTHER ITEMS	$	48,571		$	83,550		$	(29,394	)
CAPITAL EXPENDITURES
CAC	$	107,692		$	12,569		$	31,688
Steel		26,252			16,840			22,407
Corporate resources		2,948			253			639
	$	136,892		$	29,662		$	54,734
IDENTIFIABLE ASSETS
CAC	$	700,976		$	663,229		$	645,416
Steel		1,039,083			1,009,749			989,399
Corporate resources		117,302			100,299			94,795
	$	1,857,361		$	1,773,277		$	1,729,610

(1) Corporate resources include administration, financial, legal, environmental, human resources and real estate activities that are not allocated to operations and are excluded from operating profit.

Fiscal 2003 Compared to Fiscal 2002

Operating Profit

Operating profit at $32.1 million decreased 79% from 2002. CAC profits declined $38.5 million. Softening demand due to the decline in non-residential construction and abnormal inclement weather in Texas during the winter months reduced ready-mix and aggregate shipments. Higher energy and maintenance costs reduced cement margins. Steel operating profit declined $80.0 million, including a $9.1 million decrease in other income from our litigation against certain graphite electrode suppliers. The decline in non-residential construction has resulted in a very competitive structural steel market. Realized prices for structural steel declined significantly from the prior year as we have sought to maintain market share. Increased raw material and energy costs also contributed to reduced margins.

Net Sales

Consolidated net sales at $1,364.1 million declined $83.5 million from 2002. CAC net sales at $718.1 million were 6% lower than the prior year. Total cement sales decreased $11.7 million on comparable

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shipments as average trade prices declined 2% from the prior year. Ready-mix sales declined $28.2 million on 10% lower volume at 2% lower average prices. Aggregate sales decreased $12.2 million on 10% lower shipments.

Steel sales at $646.0 million were $39.2 million below the prior year. Structural steel average realized prices for the year were down 6% on 2% lower shipments. Bar sales were comparable to the prior year as 6% lower shipments were offset by 8% higher realized prices.

Operating Costs

Consolidated cost of products sold at $1,270.1 million, including depreciation, depletion and amortization, increased $33.2 million from 2002. CAC costs at $596.7 million were unchanged from the prior year as lower ready-mix volume offset the impact of higher energy and maintenance costs on cement unit costs. Steel costs at $673.4 million increased $33.2 million. Lower shipments that reduced costs $10.8 million were offset by higher unit production costs resulting from increased raw material and energy costs.

CAC selling, general and administrative expense at $41.9 million, including depreciation and amortization, decreased $6.8 million primarily due to lower incentive compensation and bad debt expense. Steel expenses at $20.9 million decreased $6.7 million due to lower bad debt and general expenses.

CAC other income decreased due to lower gains from the disposal of surplus operating assets. Steel other income in the prior year included $9.6 million from our litigation against certain graphite electrode suppliers compared to $500,000 in the current year.

Fiscal 2002 Compared to Fiscal 2001

Operating Profit

Operating profit at $150.6 million increased 34% from 2001. CAC profit declined $15.5 million on reduced cement margins and lower other income. Steel operating profit increased $53.9 million over the prior year on higher shipments and improved margins, as well as a $9.2 million increase in other income from our litigation against certain graphite electrode suppliers. In June 2002, the U.S. International Trade Commission failed to impose anti-dumping protection for certain future steel beams imported into the U.S. During the months of May and June 2002 the Euro strengthened 9.6% in relation to the U.S. dollar. Both of these factors suggest uncertainty as to the level of future European steel beam sales into the U.S.

Net Sales

Consolidated net sales at $1,447.6 million increased $100.0 million from 2001. CAC net sales at $762.4 million were 5% above the prior year as demand for building materials in our CAC markets remained solid. Total cement sales increased $23.3 million on 7% higher shipments. Average trade prices were comparable to the prior year. Ready-mix sales declined $3.7 million on somewhat lower volume and average prices. Aggregate sales increased $3.4 million on somewhat higher volumes and average prices. Wet weather in the Company’s Texas markets limited ready-mix and aggregate shipments in the May 2002 quarter. Ready-mix volume declined 15% and aggregate shipments declined 17% from the prior year quarter.

Steel sales at $685.2 million were 11% above the prior year. Reduced imports improved our market share. Structural steel sales increased $49.3 million on 16% higher shipments. Average realized prices, although 5% lower than the prior year, increased 9% from the May 2001 quarter. Bar sales increased 9% for the year on 18% higher shipments at 8% lower realized prices.

Operating Costs

Consolidated cost of products sold at $1,236.9 million, including depreciation, depletion and amortization, increased $59.5 million from 2001. CAC costs were $596.7 million, an increase of $39.9 million, as a result of increased cement shipments and aggregate production and the impact of higher cement plant maintenance costs.

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Steel costs were $640.2 million, an increase of $19.6 million. Higher shipments increased costs $91.1 million offset by lower unit production costs due to improving efficiencies at the Virginia plant and lower scrap costs.

CAC selling, general and administrative expense at $48.7 million, including depreciation and amortization, decreased $4.1 million primarily due to lower incentive compensation and insurance expense offset in part by a $4.4 million increase in bad debt expense. Steel expense increased $2.8 million primarily due to a $4.1 million increase in bad debt expense offset by lower administrative and general expenses.

CAC other income includes routine sales of surplus operating assets which decreased $14.3 million from the prior year. Steel other income includes $9.6 million from our litigation against certain graphite electrode suppliers.

Corporate Resources

Selling, general and administrative expenses at $30.1 million in 2003, including depreciation and amortization, decreased $2.7 million on lower incentive compensation and costs associated with our agreement to sell receivables. Other income in 2003 decreased $4.9 million primarily due to lower real estate income.

Selling, general and administrative expenses at $32.8 million in 2002, including depreciation and amortization, decreased $400,000. A decrease of $3.4 million in costs associated with our agreement to sell receivables was offset by higher administrative and general expenses. Other income in 2002 increased $1.8 million primarily due to $2.7 million higher real estate income offset by lower investment income.

Interest Expense

Interest expense at $34.9 million in 2003 decreased $7.8 million from the prior year as a result of lower average outstanding debt. The effect on future interest costs of our June 2003 refinancing is discussed under Liquidity and Capital Resources.

Interest expense at $42.7 million in 2002 increased $5.6 million from the prior year. This reflects a $10.0 million decrease in interest incurred as a result of lower average outstanding debt at lower interest rates offset by a $15.6 million decrease in interest capitalized. With the completion of our major plant expansions no interest was capitalized in 2002.

Income Taxes

Our effective tax rate was 40.1% in 2003, 29.3% in 2002 and 30.2% in 2001. The primary reason that the current tax rate differs from the 35% statutory corporate rate is due to percentage depletion that is tax deductible and state income tax expense. Deferred taxes include a $12.9 million alternative minimum tax credit carryforward that is available for offset against future regular income taxes. In addition, we have $90.5 million in federal net operating loss carryforwards, which expire in 2023.

Dividends on Preferred Securities—Net of Tax

Dividends on preferred securities of subsidiary net of tax benefit amounted to $7.1 million in 2003 and $7.2 million in both 2002 and 2001.

Critical Accounting Policies

The preparation of financial statements and accompanying notes in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported. Changes in the facts and circumstances could have a significant impact on the resulting financial statements. We believe the following critical accounting policies affect our more complex judgments and estimates.

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Long-lived Assets

We review long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of the assets may not be recoverable and would record an impairment charge if necessary. Such evaluations compare the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset and are significantly impacted by estimates of future prices for our products, capital needs, economic trends and other factors.

Goodwill

We test goodwill for impairment at least annually. If the carrying amount of the goodwill exceeds its fair value an impairment loss is recognized. In applying a fair-value-based test, estimates are made of the expected future cash flows to be derived from the applicable reporting unit. Similar to the review for impairment of other long-lived assets, the resulting fair value determination is significantly impacted by estimates of future prices for our products, capital needs, economic trends and other factors.

Legal Contingencies

We and our subsidiaries are defendants in lawsuits which arose in the normal course of business, and make provision for the estimated loss from any claim or legal proceeding when it is probable that a reasonably estimable liability has been incurred.

Environmental Liabilities

We are subject to environmental laws and regulations established by federal, state and local authorities, and makes provision for the estimated costs related to compliance when it is probable that a reasonably estimable liability has been incurred.

Receivables

We evaluate the ability to collect accounts receivable based on a combination of factors. A reserve for doubtful accounts is maintained based on the length of time receivables are past due or the status of a customer’s financial condition. If we are aware of a specific customer’s inability to make required payments, specific amounts are added to the reserve.

Liquidity and Capital Resources

To improve liquidity and provide more financial and operating flexibility, on June 6, 2003, we issued $600 million of 10.25% senior notes maturing June 15, 2011. The net proceeds were used to repay the outstanding debt under the revolving credit facility, repurchase all senior notes outstanding at May 31, 2003, and collateralize the letters of credit supporting the variable-rate industrial development revenue bonds prior to their retirement on August 1, 2003. The remaining proceeds were applied toward the cost of our agreement whereby the entire outstanding interest in the defined pool of trade receivables previously sold was repurchased and the agreement to sell receivables was terminated. The refinancing adds approximately 4% to our overall average effective interest rate and together with the additional amount borrowed is expected to result in higher annual interest costs of approximately $30 million. Effective August 5, 2003, we entered into an interest rate swap that changes the characteristics of the interest payments on $200 million of the underlying fixed-rate payments to short-term LIBOR-based variable rate payments in order to achieve a mix of interest rates on our long-term debt which, over time, is expected to moderate financing costs. In the August 2003 quarter, we will recognize an ordinary loss on early extinguishment of debt of approximately $11.2 million, representing $8.5 million in premium or consent payments to holders of the existing senior notes and a write-off of $2.7 million of debt issuance costs associated with the debt repaid.

The new senior notes represent our general unsecured senior obligations. The new senior notes were issued by Texas Industries, Inc. (our parent company), which has no independent assets or operations. All of our wholly owned subsidiaries, excluding minor subsidiaries without operations or material assets, have provided a

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joint and several, full and unconditional guarantee of the securities. The terms of the notes contain covenants that among other things provide for restrictions on the payment of dividends or repurchasing common stock, making certain investments, incurring additional debt or selling preferred stock, creating liens, and transferring assets. At any time prior to June 15, 2006, we may redeem up to 35% of the aggregate principal amount of the notes at a redemption price of 110.25% of the principal amount thereof, plus accrued interest, with the net cash proceeds from certain equity offerings. In addition, at any time on or prior to June 15, 2007, we may redeem all or part of the notes at a redemption price equal to the sum of the principal amount thereof, plus accrued interest and a make-whole premium. After June 15, 2007, we may redeem all or a part of the notes at a redemption price of 105.125% in 2007, 102.563% in 2008 and 100% in 2009 and thereafter.

To replace the revolving credit facility and agreement to sell receivables, we have entered into a new senior secured credit facility, which will provide up to $200 million of available borrowings, subject to a borrowing base. The facility matures in June 2007 with borrowings limited based on the net amounts of eligible accounts receivable and inventory. Initial borrowings will bear annual interest at either the LIBOR based rate plus 2.5% or the prime rate plus .5%. These interest rate margins are subject to performance price adjustments. Commitment fees at an annual rate of .375% are to be paid on the unused portion of the facility. We may terminate the facility at anytime, and under certain circumstances may be required to pay a termination fee.

The senior secured credit facility is collateralized by first priority liens on substantially all of our existing and future acquired accounts receivable, inventory, deposit accounts and certain of its general intangibles. The new debt agreement contains covenants restricting, among other things, prepayment or redemption of notes, distributions, dividends and repurchases of capital stock and other equity interests, acquisitions and investments, indebtedness, liens and affiliate transactions. In addition, there is the requirement to meet certain financial tests and to maintain certain financial ratios if the excess availability under the senior secured credit facility falls below $30 million, including maintaining a fixed charge coverage ratio and meeting a minimum tangible net worth test.

A portion of our initial borrowing of $28.5 million under the senior secured credit facility was applied toward the repurchase of the outstanding interest in the defined pool of trade receivables previously sold. In addition, $17.7 million of the facility was reserved to support letters of credit.

Our ability to incur additional debt is currently limited to borrowings available under the senior secured credit facility. The payment of cash dividends on Common Stock is currently limited to an annual amount of $7.0 million.

We historically have financed major capital expansion projects with cash from operations and long-term borrowings. Working capital requirements and capital expenditures for normal replacement and technological upgrades of existing equipment and expansions of its operations are funded with cash from operations. The fiscal year 2004 capital expenditure budget for these activities is estimated currently at approximately $50 million. In addition, we lease certain mobile and other equipment used in its operations under operating leases that in the normal course of business are renewed or replaced by subsequent leases.

After giving effect to the refinancing and initial borrowing under the senior secured credit facility, our estimated future payments under its contractual obligations are summarized, as follows:

	Future Payments by Period
In thousands	Total		2004		2005-2007		2008		After 2008
Long-term debt	$	632,910	$	732	$	2,068	$	29,667	$	600,443
Operating leases		61,009		16,745		22,760		4,542		16,962
Preferred securities of subsidiary		199,937		—		—		—		199,937
Total contractual obligations	$	893,856	$	17,477	$	24,828	$	34,209	$	817,342

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Future payments under leases exclude mineral rights which are insignificant and are generally required only for products produced. Outstanding letters of credit generally only collateralize payment of recorded liabilities.

We expect cash from operations and borrowings under the new senior secured credit facility to be sufficient to provide funds for capital expenditure commitments, scheduled debt repayments and working capital needs for at least the next year.

Cash Flows

Net cash provided by operations was $56.9 million in 2003, compared to $171.0 million in the prior year, primarily due to lower operating profit and the related increase in deferred taxes. CAC receivables and inventories are comparable to prior year levels. Steel inventories declined $7.3 million on lower production. A scheduled shutdown to refurbish the Steel production facilities increased prepaid expenses $6.1 million. Collection of tax refund claims reduced receivables $2.4 million, compared to $14.2 million in the prior year. Accounts payable and accrued expenses increased $4.5 million due primarily to higher trade accounts payable.

Net cash provided by operations was $171.0 million in fiscal year 2002, compared to $151.2 million in the prior year. Increased net income and deferred taxes were offset in part by changes in working capital items. Higher steel shipments increased receivables $8.6 million. CAC receivables declined $14.1 million and raw material and supply inventories grew $7.1 million as wet weather in our Texas markets reduced ready-mix and aggregate sales in the May 2002 quarter. Collection of tax refund claims reduced receivables $14.2 million in 2002. Accounts payable and accrued expenses decreased $19.7 million primarily due to lower trade accounts payable as a result of the completion of the Midlothian cement plant expansion.

Net cash used by investing activities was $42.1 million in 2003, compared to $29.5 million in the prior year. Capital expenditures for normal replacement and technological upgrades of existing equipment and expansions of our operations excluding major plant expansions was $54.7 million, up $25.1 million from the prior year. In 2001, $48.3 million was incurred in completing the expansion of the Company’s Midlothian, Texas cement plant.

Net cash used by investing activities was $29.5 million in fiscal year 2002, compared to $125.1 million in the prior year, consisting principally of capital expenditure items. Capital expenditures for normal replacement and technological upgrades of existing equipment and expansions of our operations excluding major plant expansions were $29.7 million, down $59.0 million from fiscal year 2001. The fiscal year 2003 capital expenditure budget is estimated currently at approximately $50 million, including the $41.1 million invested through February 28, 2003. In fiscal year 2001, $48.3 million was incurred in completing the expansion of our Midlothian, Texas cement plant.

Net cash used by financing activities was $16.0 million in 2003, compared to $142.7 million in the prior year. Long-term debt was reduced $6.3 million in 2003 and $139.3 million in 2002. Our quarterly cash dividend at $.075 per common share remained unchanged from the prior year.

Other Items

Litigation

In November 1998, Chaparral Steel Company, a wholly owned subsidiary, filed an action in the District Court of Ellis County, Texas against certain graphite electrode suppliers seeking damages for illegal restraints of trade in the sale of graphite electrodes. During the August 2003 quarter we obtained a settlement from a producer of graphite electrodes in the net amount of $4.2 million. We have now obtained settlements from all the major producers named in the action and do not anticipate any material future settlements.

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Environmental Matters

We are subject to federal, state and local environmental laws and regulations concerning, among other matters, air emissions, furnace dust disposal and wastewater discharge. We believe we are in substantial compliance with applicable environmental law and regulations. However, from time to time, we receive claims from federal and state environmental regulatory agencies and entities asserting that we are or may be in violation of certain environmental laws and regulations. Based on our experience and the information currently available to us, we believe that such claims will not have a material impact on our financial condition or results of operations. Despite our compliance and experience, it is possible that we could be held liable for future charges which might be material but are not currently known or estimable. In addition, changes in federal or state laws, regulations or requirements or discovery of currently unknown conditions could require additional expenditures by us.

Market Risk

We have not historically entered into derivatives or other financial instruments for trading or speculative purposes. Because of the short duration of our investments, changes in market interest rates would not have a significant impact on their fair value. The fair value of our debt outstanding at May 31, 2003, did not exceed its carrying value.

The refinancing increased the amount of fixed rate debt outstanding, will add approximately 4% to our overall average effective interest rate, and together with the additional amount borrowed is expected to result in higher annual interest costs of approximately $30 million. The fair value of the debt will vary as interest rates change.

Effective August 5, 2003, we entered into an interest rate swap that changes the characteristics of the interest payments on $200 million of the underlying fixed rate debt from fixed-rate payments to short-term LIBOR-based variable rate payments in order to achieve a mix of interest rates on we long-term debt which, over time, is expected to moderate financing costs. The swap is sensitive to interest rate changes. For example, if short-term interest rates increase (decrease) by one percentage point from the date of the refinancing, annual pretax interest expense would increase (decrease) by $2 million.

On April 15, 2003, we declared our quarterly cash dividend of $.075 per common share, totaling $1.6 million, payable on May 30, 2003.

New Accounting Pronouncements

Effective June 1, 2002, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Its adoption did not have an immediate effect on the financial statements of the Company.

As of May 31, 2003, the Company adopted the disclosure requirements of SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure,” which provides for expanded disclosure concerning stock-based compensation, including disclosures in interim financial statements, and amends SFAS No. 123.

Effective June 1, 2003, the Company will adopt SFAS No. 143, “Accounting for Asset Retirement Obligations,” which establishes standards for accounting for legal obligations associated with the retirement of long-lived assets. The initial estimate of the present value of these future obligations indicates an impact of approximately $2.0 million on the results of operations and financial condition for fiscal 2004.

Effective June 1, 2003, the Company will adopt SFAS No. 145, “Recission of FASB Statements No. 4, 44, and 62, Amendment of FASB Statement No. 13, and Technical Corrections.” For most companies, SFAS No. 145 will require gains and losses on extinguishments of debt to be classified as income or loss from continuing operations rather than as extraordinary items as previously required under SFAS No. 4. Extraordinary treatment will be required for certain extinguishments as provided in APB Opinion No. 30. SFAS No. 145 also amends SFAS No. 13 to require certain modifications to capital leases be treated as a sale-leaseback and modifies

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the accounting for sub-leases when the original lessee remains a secondary obligor (or guarantor). Other than the ordinary loss to be recognized due to the early extinguishment of debt in the quarter ended August 31, 2003 as noted in the Long-term Debt footnote, its adoption is not expected to have a material impact on the financial statements of the Company.

Effective June 1, 2003, the Company will adopt SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The Company has no financial instruments for which a change in classification will be required.

In July 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which supersedes Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred as opposed to the date an entity commits to an exit plan. SFAS No. 146 was effective for exit or disposal activities initiated after December 31, 2002, and did not have any impact on the financial statements of the Company during the year ended May 31, 2003.

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” which requires a guarantor to recognize a liability for the fair value of the obligation at the inception of the guarantee. The recognition provisions are applied on a prospective basis to guarantees issued after December 31, 2002. Its adoption did not have an immediate effect on the financial statements of the Company.

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities,” clarifying the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The provisions of Interpretation No. 46 are applicable no later than July 1, 2003 and are not expected to have a material impact on the financial statements of the Company at adoption.

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INDUSTRY OVERVIEW

The following discussion is intended to provide background information concerning the industries in which we operate. You are cautioned, however, that our businesses are not necessarily affected by the industry trends or other factors discussed below in the same manner or to the same degree as the industry generally. Some of the information included in the following discussion is based on predictions and projections. These predictions and projections are subject to inherent uncertainties. Consequently, actual results may differ materially from those expressed in or implied by these predictions and projections. See “Forward-Looking Statements.” For specific information about our business and operating results, see “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other information contained in this prospectus.

Cement, Aggregates and Concrete

Cement

Cement is manufactured through a closely controlled chemical process to meet specific quality standards. The manufacturing process begins with the mining and crushing of limestone, clay and other raw materials. The crushed raw materials are fed in pre-established proportions, which vary depending on the type of cement to be produced, into a grinding process, which mixes the various materials more thoroughly and reduces them further in size in preparation for the kiln. In the kiln, the raw materials are processed at a very high temperature to produce clinker. Clinker generally is produced utilizing either of two basic methods, a “wet” or a “dry” process. In a wet process plant, raw materials are mixed with water to form a slurry that is fed into the kiln. This process has the advantage of greater ease in the handling and mixing of the raw materials; however, additional heat, and therefore fuel, is required to evaporate the moisture before the raw materials can react to form clinker. The dry process excludes the addition of water into the process. Dry process plants with pre-heater pre-calciners, like our Texas dry process plants, have separate burners to accomplish a significant portion of the chemical reaction of the raw materials before they are fed into the kiln and are therefore more energy efficient.

Cement is the essential binding material used in making concrete, which is widely used in public works, residential, and non-residential construction activity. Gray portland cement is largely a commodity product, and due to this lack of product differentiation, cement producers compete with domestic and international sources of cement largely on the basis of price. Given the high transportation costs of cement relative to its value, cement is typically sold within a 300 mile radius from the producing plant. Consequently, even cement producers with global operations compete on a regional basis in each market in which that company manufactures and distributes products. No single cement company in the United States has a production and distribution system extensive enough to serve all U.S. markets. The ability of a company to compete in a given market depends largely on location, operating costs of its plants and associated distribution terminals, price and service in that market.

According to the Portland Cement Association, consumption of portland cement in the United States in 2001 totaled approximately 124 million tons and domestic capacity approximated 103 million tons during the same period. A favorable consumption to capacity imbalance has existed since 1994 in the United States, with excess consumption met by imported cement.

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U.S. Cement Capacity and Consumption

Cement consumption is driven by expenditures for federal and state infrastructure programs, public works projects, residential construction, and non-residential construction. Approximately half of the cement consumed in the United States is in public works projects. The remaining amount is consumed approximately equally in non-residential and residential construction projects. On the federal level, infrastructure funds are appropriated by Congress, through programs such as the Transportation Equity Act of the 21st Century (TEA-21), which has allocated an average of $28 billion annually to transportation projects for the six-year period through 2003. In 2002, California and Texas received $2.8 billion and $2.4 billion, respectively, in funding under TEA-21. In 2003, California and Texas were allocated $2.5 billion and $2.2 billion, respectively, in highway funding under the Fiscal Year 2003 Omnibus Appropriations Bill, making these two states the largest funding recipients in the United States. In fall 2003, TEA-21 is scheduled for re-authorization for an additional six-year period.

Both California and Texas have favorable long-term indicators for increased highway and infrastructure spending. California is the largest state by population, followed by Texas, and California and Texas were ranked one and two respectively by absolute population growth over the last decade (California’s population grew over 4 million, or approximately 14%, and Texas’ population grew over 3.8 million, or approximately 23%). Texas is expected to grow approximately 60% faster than the rest of the United States from 2000 to 2025, increasing its population by 55% to 32 million. California is expected to grow 45% from 2000 to 2020. We believe these population trends will create increased pressure to boost transportation spending and to increase residential, commercial, industrial, medical and educational construction spending.

Aggregates and Concrete

The construction aggregates business consists of the mining, extraction, production and sale of stone, sand and gravel. Construction aggregates, such as crushed stone, sand and gravel, are consumed in virtually all types of construction, including highway construction and maintenance. The concrete business involves the mixing of cement, sand, gravel or crushed stone and water to form concrete that is subsequently marketed and distributed to numerous construction contractors.

Consumption of aggregates and concrete products largely depends on regional levels of construction activity and tends to follow consumption patterns similar to those of cement. Both the aggregates and concrete industries are highly fragmented, with numerous participants operating in localized markets. The cost of transportation of both aggregates and concrete products is high relative to their value, and consequently, producers are typically limited to a market area within 100 miles of their production facilities.

Steel

The U.S. steel industry is generally composed of two major types of producers: integrated mills and mini-mills. Integrated mills, which use blast furnaces to make molten steel from iron ore and coke, are more energy

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and capital-intensive than mini-mills, which melt recycled steel scrap with electric arc furnaces. As a group, mini-mills are generally characterized by a lower cost of production and higher productivity than integrated mills. This is due, in part, to lower capital costs and to lower operating costs resulting from a more streamlined melting process, technological advances in casting and smaller, more efficient plant layouts. Moreover, mini-mills have tended to employ a management culture that emphasizes flexible, incentive-oriented non-union labor practices designed to encourage productivity and efficiency. The smaller plant size of a mini-mill also permits greater flexibility in the choice of location for the mini-mill to optimize scrap supply, energy costs, infrastructure and distribution. As mini-mill production technologies have evolved, mini-mill producers have displaced integrated producers as manufacturers of numerous steel products. Today in the United States the primary producers of structural steel and steel bar products utilize the mini-mill process.

The market for structural steel, our primary steel product, is a niche market in the U.S. steel industry, with consumption totaling 7.4 million tons in 2002, or approximately 6% of total U.S. steel consumed. Structural steel products include wide flange beams, standard beams, channels and other shapes that are primarily used in commercial, retail, industrial, institutional and warehouse construction. Additional markets include manufactured housing and public works.

Because the demand for structural steel products in North America is driven primarily by non-residential construction, structural steel consumption has been, and continues to be, highly cyclical, influenced by periods of economic growth or recession. The slowing of the U.S. economy has resulted in reduced levels of non-residential construction activity since 2000. As a result, structural steel consumption has declined and structural steel capacity currently exceeds demand. Competition from foreign producers is typically strong, but imports of structural products have declined from a year ago. Actions by U.S. producers to maintain market share versus imports have combined with overall demand and supply conditions to create intense competitive pressures on structural steel prices.

The following chart highlights the cyclical nature of the non-residential construction industry and the correlation between the usage of structural steel and non-residential construction activity.

Source: FW Dodge for nonresidential construction; AISA for U.S. structural steel comparison.

Steel bar products consist of reinforcing bar, a commodity product, and specialty bar products. Reinforcing bar is used in concrete structures to increase tensile strength. It is relatively easy to make and is therefore made

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by a large number of producers. As a result, the market for this product is very regional. Specialty bar products include merchant bar products and products made of engineering steels that are used in applications where the service conditions or component design requirements are exacting. Such applications include oil country goods, automotive components, industrial hardware and tools. Because higher quality specifications are required to make these products, fewer producers compete for this market.

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BUSINESS

Overview

We are the largest producer of cement in Texas, a major cement producer in California and the second largest supplier of structural steel products in North America. We are also a major supplier of construction aggregates, ready-mix concrete, concrete products and steel bar products. We are the only North American producer of both cement and steel. We derive significant benefits from operating in both the cement and steel industries, primarily in lowering production costs, enhancing productivity through the innovative recycling of co-products of manufacturing and diversifying end-use markets and customers for our products. As of May 31, 2003, we operated 106 manufacturing facilities in 7 states. For the year ended May 31, 2003, we had net sales of $1,364.1 million, of which $718.1 million (52.6% of net sales) was generated by our cement, aggregate and concrete segment and $646.0 million (47.4% of net sales) was generated by our steel segment.

During the last four years we completed two major projects to add significant capacity to our cement and steel operations that we believe strengthened our competitive position, increased our operating efficiencies and broadened our product lines.

• In May 2001, we completed the expansion of our Midlothian, Texas cement manufacturing plant. We invested $243.3 million to add state-of-the-art dry process cement manufacturing capability to our facility. This expansion added approximately 1.5 million tons of capacity, which increased our total cement production capacity by over 40% to 5.0 million tons.

• In August 1999, we began operation of our new state-of-the-art, low-cost structural steel facility in Dinwiddie County, Virginia. We invested $543.2 million to construct our Virginia facility, which is designed to use recycled steel scrap to produce a large variety of structural steel products, including sheet piling products. This expansion added approximately 1.2 million tons of capacity, which increased our total steel production capacity by over 60% to 3.0 million tons.

We financed these expansion projects through cash from operations and long-term financings. Since completing these two major projects, we have successfully focused on reducing our debt. Total debt decreased by $145.6 million from $623.5 million at May 31, 2001, to $477.9 million at May 31, 2003.

Cement, Aggregate and Concrete.    For the year ended May 31, 2003, our cement, aggregate and concrete segment, which we refer to as our CAC segment, generated $718.1 million in net sales. We produce cement, stone, sand and gravel, ready-mix concrete and other products, which represented approximately 39%, 10%, 28% and 15%, respectively, of segment net sales for the year ended May 31, 2003. As of May 31, 2003, we operated 104 facilities that supplied such products. Our cement production and distribution facilities are concentrated primarily in Texas and California, the two largest cement markets in the United States. For the year ended May 31, 2003, we shipped 4.9 million tons of finished cement, 19.0 million tons of stone, sand and gravel and 3.5 million cubic yards of ready-mix concrete. We primarily market our CAC segment products in the southwestern United States to contractors and distributors who participate in public works, residential and non-residential construction.

Steel.    For the year ended May 31, 2003, our steel segment generated $646.0 million in net sales. Our two steel facilities, located in Midlothian, Texas and Dinwiddie County, Virginia, produce structural steel, steel bar products, and other steel products, which represented approximately 71%, 18% and 3%, respectively, of segment net sales for the year ended May 31, 2003. Our non-union workforce manufactures steel from recycled steel scrap, utilizing electric arc furnaces, continuous casting and automated rolling mills. Our structural and bar mills shipped 1.8 million tons of finished products in the year ended May 31, 2003. We manufacture over 230 different types, sizes and grades of structural steel and steel bar products and market these products throughout the United States and, to a limited extent, in Canada and Mexico. Our structural steel products include wide flange beams, channels, piling products and other shapes and our steel bar products include reinforcing bar and specialty bar

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products. We market our products to steel service centers and steel fabricators for use in the construction industry, as well as to cold finishers, forgers and original equipment manufacturers for use in the railroad, defense, automotive, manufactured housing and energy industries.

Products

Cement

Our cement operations produce gray portland cement as its principal product. We also produce specialty cements such as white portland, masonry and oil well.

Cement production facilities are located at four sites in Texas and California: Midlothian, Texas, south of Dallas/ Fort Worth, the largest cement plant in Texas; Hunter, Texas, south of Austin; and Oro Grande and Crestmore, California, both near Los Angeles. Except for the Crestmore facility, the limestone reserves used as the primary raw material are located on fee-owned property adjacent to each of the plants. Raw material for the Crestmore facility is purchased from multiple outside suppliers. Information regarding each of our facilities is as follows:

Plant	Rated Annual Productive Capacity — Tons of Clinker	Manufacturing Process	Service Date	Internally Estimated Minimum Reserves — Years
Midlothian, TX	2,200,000	Dry	2001	100
	600,000	Wet	1960
Hunter, TX	800,000	Dry	1979	100
Oro Grande, CA	1,300,000	Dry	1948	90
Crestmore, CA	100,000	Dry	1962	N/A
Total	5,000,000

We use our patented CemStar^SM process in both of our Texas facilities and our Oro Grande, California facility to increase combined annual production by 6%. The CemStarSM process adds “slag,” a co-product of steel-making, into a cement kiln along with the regular raw material feed. The slag is added to the feedstock materials fed into the kiln and serves to increase the production of clinker with little additional cost. The primary fuel source for all of our facilities is coal; however, we displace approximately 15% of our coal needs at our Midlothian plant and approximately 8% of our coal needs at our Hunter plant by utilizing alternative fuels such as waste-derived fuels and tires. Our facilities also consume large amounts of electricity obtained primarily under fixed-price firm supply contracts of short duration. We believe that adequate supplies of both fuel and electricity are readily available.

We produced approximately 4.8 million tons of finished cement in fiscal year 2003, 4.7 million tons in fiscal year 2002, and 4.1 million tons in 2001. Total annual shipments of finished cement were approximately 4.9 million tons in fiscal years 2003 and 2002 and 4.6 million tons in fiscal year 2001 of which 4.0 million tons in fiscal year 2003 and 3.9 million tons in fiscal year 2002 and 3.5 million tons in fiscal year 2001 were shipped to outside trade customers. The difference between production and shipments of cement is purchased cement. We purchased for resale large amounts of cement during fiscal years 2000 and 2001 to prepare the market for our Midlothian, Texas expansion.

We market our cement products in the southwestern United States. The principal marketing area includes the states of Texas, Louisiana, Oklahoma, California, Nevada, Arizona and Utah. Sales offices are maintained throughout the marketing area and sales are made primarily to numerous customers in the construction industry, no one of which accounted for more than 10% of the trade sales volume in fiscal year 2003.

Cement is distributed by rail or truck to eight distribution terminals located throughout the marketing area.

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The cement industry is highly competitive with suppliers differentiating themselves based on price, service and quality.

Aggregates

Our aggregate operations, which include sand, gravel, crushed limestone and expanded shale and clay (a specialty aggregate product), are conducted from facilities primarily serving the Dallas/ Fort Worth, Austin and Houston areas in Texas; the southern Oklahoma area; the Alexandria, New Orleans, Baton Rouge and Monroe areas in Louisiana; the Oakland/ San Francisco and Los Angeles areas in California; and the Denver area in Colorado. The following table summarizes certain information about our aggregate production facilities:

Type of Facility and General Location	Number of Plants	Rated Annual Productive Capacity	Internally Estimated Minimum Reserves — Years
Crushed Limestone
North Central & South Texas	2	8.1 million tons	25
Oklahoma(1)	1	5.5 million tons	99
Sand & Gravel
North Central Texas	4	3.3 million tons	24
Central Texas	5	4.0 million tons	13
Louisiana	10	5.4 million tons	33
South Central Oklahoma	1	1.4 million tons	11
Expanded Shale & Clay(2)
North Central & South Texas	2	1.2 million cu. yds	25
California	2	.5 million cu. yds	25
Colorado	1	.4 million cu. yds	25

(1) Operations started in August 2002.

(2) Net Sales of expanded shale and clay are included within CAC other products.

Reserves identified with the facilities shown above and additional reserves available to support future plant sites are contained on approximately 58,000 acres of land, of which approximately 41,000 acres are owned in fee and the remainder leased. The expanded shale and clay plants operated at 80% of rated annual productive capacity for fiscal year 2003 with sales of approximately 1.6 million cubic yards. Production for the remaining aggregate facilities during fiscal year 2003 was 77% of rated annual productive capacity and sales for the year totaled 19.4 million tons, of which approximately 14.3 million tons were shipped to outside trade customers. In addition, we own and operate three industrial sand plants and an aggregate blending facility.

The cost of transportation limits the marketing of these various aggregates to the areas within 100 miles of the plant sites. Consequently, sales of these products are related to the level of construction activity near these plants. These products are marketed by our sales organization located in the areas served by the plants and are sold to numerous customers, no one of which would be considered significant to our business. The distribution of these products is provided to trade customers principally by contract or customer-owned haulers, and a limited amount of these products is distributed by rail for affiliated usage.

Ready-Mix Concrete

Our ready-mix concrete operations are situated in three areas in Texas (Dallas/ Fort Worth/ Denton, Houston and East Texas), in north and central Louisiana, and at one location in southern Arkansas. The following table summarizes various information concerning these facilities:

Location	Number of Plants	Number of Trucks
Texas	43	398
Louisiana	15	101
Arkansas	1	2

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The plants listed above are located on sites we own or lease. We manufacture and supply a substantial amount of the cement and aggregates used by the ready-mix plants with the remainder being purchased from outside suppliers. Ready-mix concrete is sold to various contractors in the construction industry, no one of which would be considered significant to our business.

Other Concrete and Brick Products

The major concrete and brick products we manufacture and market are summarized below:

Products	Locations
Prepackaged concrete and related products	Dallas/Fort Worth, Texas
	Austin, Texas
	Cresson, Texas
	Houston, Texas
	Bossier City, Louisiana
Concrete block	Alexandria, Louisiana
	Bossier City, Louisiana
	Monroe, Louisiana
Clay brick	Athens, Texas
	Mineral Wells, Texas
	Mooringsport, Louisiana

We own the plant or distribution sites in the above locations. The products are marketed by our sales force in each of these locations, and are primarily delivered by trucks we own. Because the cost of delivery is significant to the overall cost of most of these products, the market area is generally restricted to within approximately 100 miles of the plant locations. These products are sold to various contractors, owners and distributors, no one of which would be considered significant to our business.

In most of our principal markets for concrete products, we compete vigorously with at least three other vertically integrated concrete companies. We believe that we are a significant participant in each of the Texas and Louisiana concrete products markets. The principal methods of competition in concrete products markets are quality and service at competitive prices.

Steel

Our steel facilities, located in Midlothian, Texas and Dinwiddie County, Virginia, produce a broader array of steel products than a traditional mini-mill. We use our patented near net shape casting technology at both facilities. This process involves casting molten steel into a shape that is closer to a product’s final shape than traditional casting methods. This technology provides energy and capital cost savings in the making of wide flange beams and other structural steel products. The Texas facility has two electric arc furnaces with continuous casters that feed melted steel to a bar mill, a structural mill and a large beam mill. Finished (rolled) products produced include beams up to twenty-four inches wide, merchant bar-quality rounds, special bar quality rounds, reinforcing bar and channels. The Virginia facility has one electric arc furnace and in-line processing units consisting of two near-net shape casters and a sophisticated rolling mill. Finished products produced include beams up to thirty-six inches wide, sheet piling, H-piling and channels.

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The rated annual capacities of the operating facilities are as follows:

	Rated Annual Productive Capacity (Tons)	Approximate Facility Square Footage
Texas
Melting	1,800,000	265,000
Rolling	1,900,000	560,000
Virginia
Melting	1,300,000	135,000
Rolling	1,200,000	500,000

The bar and structural mills produced approximately 1.8 million tons of finished products in fiscal year 2003, 1.9 million tons in fiscal year 2002 and 1.7 million tons in fiscal year 2001.

The principal raw material is recycled steel scrap. Shredded steel represents approximately 40% of the raw material mix. A major portion of the shredded steel requirements of the Texas facility is produced by an on-site shredder operation utilizing primarily crushed auto bodies purchased on the open market. We purchase shredded steel on the open market to meet the requirements of the Virginia facility. Another grade of recycled steel scrap, #1 Heavy, representing approximately 30% of the raw material mix is also purchased on the open market. The purchase price of recycled steel scrap is subject to market forces largely beyond our control. The supply of recycled steel scrap is expected to be adequate to meet future requirements.

The steel mini-mills consume large amounts of electricity and natural gas. Electricity for the Texas facility is obtained from a local utility under fixed-price firm supply contracts typically of short duration. Electricity for the Virginia facility is obtained from a local utility under an interruptible supply contract with price adjustments that reflect increases or decreases in the utility’s fuel costs. Natural gas is obtained from local gas utilities under supply contracts. We believe that adequate supplies of both electricity and natural gas are readily available.

Our steel products are marketed by our sales organization throughout the United States and to a limited extent in Canada and Mexico. Sales are primarily to steel service centers and steel fabricators for use in the construction industry, as well as to cold finishers, forgers and original equipment manufacturers for use in the railroad, defense, automotive, mobile home and energy industries. We do not place heavy reliance on franchises, licenses or concessions. None of our customers accounted for more than 10% of our steel segment sales for fiscal year 2003. Sales to affiliates are minimal. Orders are generally filled within 45 days and are cancelable. Delivery of finished products is accomplished by common carrier, customer-owned trucks, rail or barge.

We compete with steel producers, including foreign producers, on the basis of price, quality and service. Certain of the foreign and domestic competitors, including both large integrated steel producers and mini-mills, have substantially greater assets and larger sales organizations than ours. Intense sales competition exists for substantially all of our steel products.

Employees

At May 31, 2003, we had approximately 4,100 employees of which 2,600 are employed in our CAC segment, 1,350 in our steel segment and the balance in our corporate offices. Approximately 200 employees at our Oro Grande, California cement facility are covered by a collective bargaining agreement that expires in September 2005. We believe our relationship with our employees is good.

Legal Proceedings

We are defendants in lawsuits that arose in the ordinary course of business. In our judgment, the ultimate liability, if any, from such legal proceedings will not have a material effect on our consolidated financial position or results of operations.

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We received a complaint from the California air regulatory authorities in connection with one of our aggregate plants in California. The plant makes lightweight clay aggregate by heating clay pellets in two natural gas-fired kilns. The complaint alleges violations of the plant’s air emissions permit and seeks monetary sanctions. The amount of any possible sanctions is not currently estimable. We believe that the plant is in substantial compliance with its permit limitations.

In November 1998, Chaparral Steel Company, our wholly owned subsidiary, filed an action in the District Court of Ellis County, Texas against certain graphite electrode suppliers seeking damages for illegal restraints of trade in the sale of graphite electrodes. We have now obtained settlements from all the major producers named in the action and do not anticipate any material future settlements.

Environmental

We are subject to federal, state and local environmental, health and safety laws and regulations concerning, among other matters, air emissions, electric arc furnace dust disposal and wastewater discharge. We believe we are in substantial compliance with applicable environmental laws and regulations, however, from time to time we receive claims from federal, state and local regulatory agencies and entities, as well as from private parties, asserting that we are or may be in violation of certain of these laws and regulations. Based on our experience and the information currently available to us, we believe that such claims will not have a material impact on our financial condition or results of operations. Despite our compliance and experience, it is possible that we could be held liable for future charges that might be material but are not currently known or estimable. In addition, changes in applicable laws, regulations or requirements or discovery of currently unknown conditions could require us to make additional expenditures. See “Risk Factors” for a further discussion of environmental regulations applicable to us.

Intellectual Property

While we maintain trademarks such as TXI^® and Maximizer^® and process patents such as CemStar^SM and near-net shape casting, we believe that none of our active trademarks or patents are essential to our business as a whole.

Real Estate

We are involved in the development of our surplus real estate and real estate acquired for development of high quality industrial, office and multi-use parks in the metropolitan areas of Dallas/Fort Worth and Houston, Texas.

Research and Development

We incurred no research and development cost for any of the past three fiscal years. All of our innovations are developed through the production process.

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MANAGEMENT

Our directors and executive officers and certain biographical information about each of these individuals are set forth below:

Name	Age	Position
Gerald R. Heffernan	84	Director, Chairman of the Board
Robert D. Rogers	67	Director, President and Chief Executive Officer
Robert Alpert(1)	71	Director
John M. Belk	83	Director
Gordon E. Forward	67	Director
James M. Hoak, Jr.(1)	59	Director
David A. Reed(1)	55	Director
Eugenio Clariond Reyes(2)	60	Director
Ian Wachtmeister(2)	70	Director
Elizabeth C. Williams(2)	60	Director
Melvin G. Brekhus	54	Executive Vice President, Cement, Aggregate and Concrete
Tommy A. Valenta	54	Executive Vice President, Steel
Richard M. Fowler	60	Executive Vice President — Finance and Chief Financial Officer
Barry M. Bone	45	Vice President — Real Estate
William J. Durbin	58	Vice President — Human Resources
Carlos E. Fonts	63	Vice President — Development
Robert C. Moore	69	Vice President — General Counsel and Secretary

(1) Compensation Committee member.

(2) Audit Committee member.

Gerald R. Heffernan has been a director since 1986. He has been President of G.R. Heffernan & Associates, Ltd., an investment company in Toronto, Ontario, Canada since 1989.

Robert D. Rogers has been a director since 1970. He joined TXI in 1963 as General Manager/European Operations and has since served in various positions including Vice President–Operations and Vice President —Finance. Since 1970, he has been President and Chief Executive Officer. He received his degree in Economics in 1958 from Yale University and his M.B.A. at Harvard University in 1962, where he was a Baker Scholar. Prior to joining TXI, he was Secretary for Oklahoma Cement Company and later became Assistant to the Vice President of the George A. Fuller Company. His industry and community service positions have included Chairman, Federal Reserve Bank of Dallas (1984-1986), Chairman, Greater Dallas Chamber of Commerce (1986-1988) and director, American Business Conference (1989-1994). He is currently a Director on the boards of CNF, Inc. and National Recreation Foundation.

Robert Alpert has been a director since 1975. Since 1998, he has been President and Chairman of the Board of Angelholm Corp. d/b/a The Alpert Companies, a financial services and real estate company in Dallas, Texas and Chairman of the Board of Argo Funding Co. L.L.C., a venture capital fund in Dallas, Texas. Mr. Alpert is also a director of CNF Inc.

John M. Belk has been a director since 1998. Since 1998, he has been Chairman of the Board and Chief Executive Officer of Belk, Inc. and Chairman of the Board of Belk Stores Services, Inc., department store companies in Charlotte, North Carolina. Mr. Belk is also a director of Coca-Cola Bottling Co. Consolidated.

Gordon E. Forward has been a director since 1991. Since June 2001, he has managed his private investments and was Chairman of Applied Sustainability, LLC, in Austin, Texas from June 1999 through May

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2001, Vice Chairman of the Board of TXI from July 1998 through May 2000 and President and Chief Executive Officer of Chaparral Steel Company until July 1998. Mr. Forward is also a director of Nexfor Inc.

James M. Hoak, Jr. has been a director since 1995. He has been Chairman and a Principal of Hoak Capital Corporation, a private equity investment firm in Dallas, Texas, since 1991. Mr. Hoak is also a director of PanAmSat Corporation and Pier 1 Imports, Inc.

David A. Reed has been a director since 2000. He is currently the Managing Partner of Causeway Capital Partners, L.P., a private family investment partnership in Dallas, Texas and, prior to his retirement in September 2000, was Senior Vice Chair — Global Accounts, Industries, Sales and Marketing, and a Member of Management Committee, Ernst & Young LLP, Dallas, Texas since 1991. Mr. Reed is also director of Extensity Inc.

Eugenio Clariond Reyes has been a director since 1998. He has been President and Chief Executive Officer of Grupo IMSA, S.A., a steel processor, auto parts, aluminum and plastic construction products company in Monterrey, Mexico, since 1981.

Ian Wachtmeister has been a director since 1977. He has served as Chief Executive Officer and Chairman of The Empire, AB, a metals dealer in Stockholm, Sweden, since 1997.

Elizabeth C. Williams has been a director since 1995. She has been the Treasurer of Southern Methodist University in Dallas, Texas, since 1991.

Melvin G. Brekhus was elected to his current position as Executive Vice President, Cement, Aggregate & Concrete in 1998. He joined TXI in 1989 as Vice President, Cement Production and within a short period became Vice President, Cement. His career in the cement industry began in 1972, after graduating from Montana Tech of the University of Montana with a Bachelor’s degree in Engineering Science, when he joined Lehigh Portland Cement Company (1972-1983). While at Lehigh, he held various positions as Chemist, Production Manager and Plant Manager throughout the United States. From there, he became Technical Manager and Plant Manager for Missouri Portland Cement Company (1984-1989) in their Midwest operation. His professional affiliations include the American Portland Cement Alliance, Past Chairman and present director and the Portland Cement Association, Chairman (2001-2002) and current Chairman Emeritus.

Tommy A. Valenta joined TXI in 1970. He has held various positions in the organization including General Manager, Division Vice President for Aggregate Development, North Texas Ready-Mix, Transportation and Cement Marketing. His most recent position was Vice President, Concrete until his appointment to his current position of Executive Vice President, Steel in 1998. He has a degree in Business from Midwestern University and a M.B.A. from Southern Methodist University. Throughout his career, he has served as a director for various industry associations including the National Ready-Mix Concrete Association, the American Institute of Steel Construction and the Steel Manufacturers Association.

Richard M. Fowler has been with TXI since 1972. Prior to being named Executive Vice President–Finance in July 2000, he was Vice President–Controller (1972-1984), Vice President Finance — Steel (1985-1987) and Vice President Finance-TXI (1987-2000). A native of Louisiana, he graduated from Louisiana Tech University in 1965. As a Certified Public Accountant (CPA), he maintains membership in both the Texas Society and the American Institute of CPAs, is a member of the Financial Executive Institute and serves on the Advisory Board of FM Global and the Board of Directors of Dee Brown, Inc.

Barry M. Bone was elected Vice President — Real Estate in 1995 and President of Brookhollow Corporation, our real estate subsidiary, in 1991.

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William J. Durbin was elected Vice President — Human Resources in 2000. From 1996 to 2000, he served as Vice President – Human Resources and Administration for USI Bath & Plumbing Products.

Carlos E. Fonts was elected Vice President — Development in 1996.

Robert C. Moore was elected Vice President — General Counsel and Secretary in 1985.

Executive Compensation

The table below reflects the annual and long-term compensation for those person who were, at May 31, 2003, (i) the Chief Executive Officer and (ii) our other four most highly compensated executive officers, for the fiscal years ended May 31, 2003, 2002 and 2001.

Summary Compensation Table

				Long Term Compensation
				Awards	Payouts
		Annual Compensation		Securities Underlying Options(#)	LTIP Payouts($)	All Other Compensation ($)(1)
Name and Principal Position	Year	Salary($)	Bonus($)
Robert D. Rogers     President and Chief Executive Officer	2003 2002 2001	463,446 1,091,731 949,636	—   —   —	—   —   20,000	—   —   —	24,574 23,349 23,884
Melvin G. Brekhus     Executive Vice President — Cement, Aggregate and Concrete	2003 2002 2001	340,000 313,846 300,000	—   36,720 40,500	60,000 16,000 16,600	—   —   —	7,850 6,625 7,160
Tommy A. Valenta     Executive Vice President — Steel	2003 2002 2001	340,000 313,846 300,000	—   36,720 40,500	60,000 16,000 16,600	—   —   —	7,850 6,625 7,160
Richard M. Fowler     Executive Vice President — Finance	2003 2002 2001	310,000 287,115 275,000	—   33,593 37,125	55,000 16,000 16,600	—   —   —	7,850 6,625 6,100
Carlos E. Fonts     Vice President — Development	2003 2002 2001	225,000 208,654 200,000	—   24,413 27,000	29,000 10,500 11,300	—   —   —	15,960 14,735 14,855

(1) Vested and non-vested portion of amounts contributed and allocated by employer to employee benefit plans.

Employment Contracts

Under an employment contract that has been extended, under certain conditions, through May 31, 2004, Robert D. Rogers, our President and Chief Executive Officer, receives an annual salary consisting of $300,000 plus an annual award of 21,632 shares of our common stock, or the market value thereof in cash. In the event the annual salary earned in a year is greater than $900,000, our Board of Directors may, in its discretion, defer payment of salary earned in excess of $900,000 until termination of employment. Such deferred amounts shall be treated in the same manner as the deferred incentive compensation discussed below. The extended contract also has a long term incentive component previously approved by our shareholders that provides that in the event our consolidated average return on equity for the three consecutive fiscal year periods ending May 31, 2002, 2003

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and 2004, respectively, equals or exceeds a return on equity objective of 16%, Mr. Rogers will receive an incentive payment in respect of each year in which such objective is achieved as follows: if the average return on equity is equal to or greater than 16% but less than 21%, an incentive payment equal to 80% of salary or if 21% or greater, the incentive payment will equal 160% of salary. Fifty percent of this latter incentive will be paid in cash and 50% deferred until termination of employment and distributed in three equal annual installments. Deferred incentive compensation is denominated in shares of our common stock determined by reference to the fair market value of the stock (as defined in the employment contract) at the time of deferral and dividends are credited to the deferred account in the form of common stock at a value equal to the fair market value of the stock on the date of payment of such dividend. The shares of common stock credited to the account are adjusted to reflect any increase or decrease in the number of shares outstanding as a result of stock splits, combination of shares, recapitalizations, mergers or consolidations. Following a change in control that is not approved by our board of directors, Mr. Rogers may, in his sole discretion, elect to terminate his services for any reason (or for no reason) upon 30 days written notice. Upon such a voluntary termination (i) Mr. Rogers will receive two times the annual base compensation and incentive compensation for the immediately preceding fiscal year, (ii) all outstanding options held by Mr. Rogers will be immediately accelerated and vested and (iii) Mr. Rogers will no longer be subject to the non-competition provisions contained in the agreement.

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DESCRIPTION OF CERTAIN DEBT AND PREFERRED SECURITIES

The following discussion summarizes the terms of the material debt and preferred securities that are outstanding following the Refinancing. You should read the following summary together with the other information and our consolidated financial statements and the notes to those statements included elsewhere in this prospectus.

New Senior Secured Credit Facility

On June 6, 2003, certain of our subsidiaries entered into a $200.0 million new senior secured revolving credit facility provided by a syndicate of lenders led by Bank of America, N.A., an affiliate of Banc of America Securities LLC. The new senior secured credit facility replaced our prior $350.0 million amended and restated credit agreement. The obligations of the borrowers under the new senior secured credit facility have been guaranteed by us, each of the borrowers and certain of our other subsidiaries, and is secured by first priority liens on all of the borrowers’ and some or all of the guarantors’ existing and future acquired accounts receivable, inventory, deposit accounts and certain of their general intangibles.

The new senior secured credit facility will mature four years after its closing date, which was June 6, 2003. Amounts drawn under the new senior secured credit facility will be limited to (1) 85% of the net amount of eligible accounts receivable of the borrowers, plus (2) the lesser of (a) 60% of eligible inventory, (b) 80% of the appraised net liquidation value of the borrowers’ eligible inventory or (c) $75.0 million (or $90.0 million from December 1 through March 31 of any year), minus (3) such reserves as Bank of America may reasonably establish. The new senior secured credit facility included a $40.0 million sub-limit for letters of credit and any outstanding letters of credit will be deducted from the borrowing availability under the facility. Amounts drawn under the new senior secured credit facility initially bear annual interest at either the LIBOR based rate plus 2.50% or the prime rate plus 0.50%. These interest rate margins are subject to performance price adjustments. The unused line fee calculated on the unused portion of the new senior secured credit facility is 0.375% per year. The borrowers may terminate the new senior secured credit facility anytime, and upon the payment of a termination fee in the first two years.

The new senior secured credit facility contains a number of negative covenants restricting, among other things, prepayment or redemption of the exchange notes, distributions, dividends and repurchases of capital stock and other equity interests, acquisitions and investments, indebtedness, liens and affiliate transactions. In addition, under the new senior secured credit facility, we are required to satisfy a fixed charge coverage ratio test and a minimum tangible net worth test, if the excess availability under the new senior secured credit facility falls below $30.0 million.

Pursuant to the fixed charge coverage ratio test under the new senior secured credit facility, we must maintain, on a consolidated basis, earnings before interest, taxes, depreciation, and amortization, or EBITDA, to fixed charges for the applicable fiscal quarter specified in the table below of not less than the corresponding ratio specified in the table below for (a) the immediately preceding period of the four fiscal quarters ending prior to the date on which the excess availability under the new senior secured credit facility falls below $30.0 million and (b) each period of four fiscal quarters ending thereafter until availability under the new senior secured credit facility equals or exceeds $30.0 million:

Fiscal Quarter End	Fixed Charge Coverage Ratio
May 31, 2003	0.85 to 1.00
August 31, 2003	0.75 to 1.00
November 03, 2003	0.80 to 1.00
February 29, 2004	0.85 to 1.00
May 31, 2004	1.00 to 1.00

Pursuant to the minimum tangible net worth test under the new senior secured credit facility, we must maintain (a) total assets minus (b) total liabilities (excluding the outstanding amount of the preferred securities)

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minus (c) intangible assets (but excluding from such calculation the effect of any non-cash impairment charges to fixed assets and goodwill incurred during the term of the new senior secured credit facility in conformity with GAAP), for the fiscal quarter specified below of at least the amount specified below (x) as of the last day of the fiscal quarter ending prior to the date on which the excess availability under the new senior secured credit facility falls below $30 million and (y) as of the last day of each fiscal quarter ending thereafter until availability under the new senior secured credit facility equals or exceeds $30 million:

Fiscal Quarter End	Tangible Net Worth
May 31, 2003	$760,000,000
August 31, 2003	$750,000,000(1)
November 30, 2003	$740,000,000(1)
February 29, 2004	$725,000,000(1)
May 31, 2004	$725,000,000(1)

(1) plus the cumulative amount of all tangible net worth increases

Our ability to comply with these covenants may be affected by events beyond our control. If we are unable to comply with the covenants under the indenture governing the exchange notes, the new senior secured credit facility or any other debt instruments, there would be a default which, if not waived, could result in acceleration of our debt and our bankruptcy if we are unable to repay the amounts owed. Additionally, a default resulting from our failure to comply with such covenants or the applicable borrowing conditions would preclude us from borrowing additional funds. Compliance with the covenants could cause us to conduct our business, or to forgo opportunities, in such a manner as to materially harm our business.

Preferred Securities

TXI Capital Trust I issued 4,000,000 of its 5.5% Shared Preference Redeemable Securities to the public on June 5, 1998 of which 3,998,744 shares were outstanding at May 31, 2003. The preferred securities represent undivided beneficial interests in the assets of the trust. We own all of the common securities of the trust and appoint the trustees that conduct the affairs of the trust. We have guaranteed, on an unsecured and subordinated basis, distributions, redemption prices and other payments due on the preferred securities of the trust, to the extent the trust has assets available for such purposes.

The trust used the proceeds from the sale of its common equity and the preferred securities to purchase our unsecured 5.5% convertible subordinated debentures on June 5, 1998. The debentures are due June 30, 2028 and are the only asset of the trust. The debentures are subordinated to our senior debt and will be subordinated to the exchange notes.

Our debentures are redeemable at our option (in whole or in part) or upon the occurrence of certain events relating to federal income tax matters for cash, at par plus accrued and unpaid interest. Upon any redemption of the debentures, a like amount of preferred securities of the trust will be redeemed. In addition, the trust would be dissolved upon the occurrence of any such tax event or if there is more than an insubstantial risk that it would be considered an investment company under the Investment Company Act of 1940, as amended. If the trust were dissolved or otherwise liquidated, the convertible subordinated debentures may be distributed to holders of the preferred securities. This distribution would be deemed an incurrence of debt under certain of our debt agreements and, if not permitted at the time of incurrence, would constitute an event of default.

The agreement governing our subordinated debentures contains restrictions on our ability to merge or consolidate, voluntarily terminate, wind-up or terminate the trust, declare or pay dividends; pay indebtedness that is equal with or junior to the debentures, pay under any guarantee that is equal with or junior to the debentures, and transfer the common securities of the trust.

Each preferred security of the trust and each $50 in aggregate principal of our debentures is convertible at the option of the holder of such security into our common stock on or before June 30, 2028. The conversion rate is .72218 shares of our common stock for each preferred security or $50 in aggregate principal amount of debentures, subject to certain adjustments.

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THE EXCHANGE OFFER

This section of the prospectus describes the proposed exchange offer. While we believe that the description covers the material terms of the exchange offer, this section may not contain all of the information that is important to you. You should carefully read this entire document and the other documents referred to herein for a more complete understanding of the exchange offer.

Purpose of the Exchange Offer

We sold the outstanding notes to Banc of America Securities LLC, UBS Warburg LLC, Banc One Capital Markets, Inc., Wells Fargo Securities, LLC, SunTrust Capital Markets, Inc., Comerica Securities, Inc., Credit Lyonnais Securities (USA) Inc. and Hibernia Southcoast Capital, Inc., or the “initial purchasers,” on June 6, 2003. The initial purchasers subsequently resold the outstanding notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. In connection with the issuance of the outstanding notes, TXI, the subsidiary guarantors and the initial purchasers entered into a Registration Rights Agreement. The Registration Rights Agreement requires us to, among other things, at our cost, file a registration statement with the SEC with respect to our offer to exchange the outstanding notes for the exchange notes. The exchange notes will have terms substantially identical in all material respects to the outstanding notes (except that the exchange notes will not contain terms with respect to transfer restrictions and with respect to the payment of additional interest under circumstances relating to breaches of the Registration Rights Agreement by TXI and the subsidiary guarantors). We are effecting the exchange offer to comply with the Registration Rights Agreement. We have filed a copy of the Registration Rights Agreement as an exhibit to the registration statement of which this prospectus is a part, and a description of the registration rights agreement appears in “Description of the Exchange Notes — Registration Rights; Liquidated Damages.” The term “holder” with respect to the exchange offer means any person in whose name the outstanding notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder.

Because the exchange offer is for any and all outstanding notes, the number of outstanding notes tendered and exchanged in the exchange offer will reduce the principal amount of outstanding notes outstanding. Following the completion of the exchange offer, holders of the outstanding notes who did not tender their outstanding notes generally will not have any further registration rights under the Registration Rights Agreement, and such outstanding notes will continue to be subject to restrictions on transfer. Accordingly, the liquidity of the market for such outstanding notes could be adversely affected. The outstanding notes are currently eligible for sale pursuant to Rule 144A through the PORTAL Market^®. Because we anticipate that most holders of outstanding notes will elect to exchange them for exchange notes, we anticipate that the liquidity of the market for any outstanding notes remaining after the completion of the exchange offer may be substantially limited.

Based on an interpretation of the Securities Act by the staff of the SEC in several no-action letters issued to third parties unrelated to us, we believe that you, or any other person receiving exchange notes, may offer for resale, resell or otherwise transfer such notes without complying with the registration and prospectus delivery requirements of the federal securities laws, if:

• you, or the person or entity receiving such exchange notes, is acquiring such notes in the ordinary course of business;

• neither you nor any such person or entity is engaging in or intends to engage in a distribution of the exchange notes within the meaning of the federal securities laws;

• neither you nor any such person or entity has an arrangement or understanding with any person or entity to participate in any distribution of the exchange notes;

• neither you nor any such person or entity is an “affiliate” of us or the guarantors, as such term is defined under Rule 405 under the Securities Act; and

• you are not acting on behalf of any person or entity who could not truthfully make these statements.

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To participate in the exchange offer, you must represent as the holder of outstanding notes that each of these statements is true. If you are participating in or intend to participate in, a distribution of the exchange notes, or have any agreement or understanding with any person to participate in a distribution of the exchange notes to be acquired in this exchange offer, you may be deemed to have received restricted securities and may not rely on the applicable interpretations of The Securities Act by the staff of the SEC. If you are so deemed, you will have to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.

Any holder of outstanding notes who is our affiliate or who intends to participate in the exchange offer for the purpose of distributing the exchange notes:

• will not be able to rely on the interpretation of the staff of the SEC set forth in the no-action letters described above; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the exchange notes, unless the sale or transfer is made pursuant to an exemption from those requirements.

Broker-dealers receiving exchange notes in exchange for outstanding notes acquired for their own account through market-making or other trading activities may not rely on this interpretation by the SEC. Such broker-dealers may be deemed to be “underwriters” within the meaning of the Securities Act and must therefore acknowledge, by signing the letter of transmittal, that they will deliver a prospectus meeting the requirements of the Securities Act in connection with resale of the exchange notes. The letter of transmittal states that by acknowledging that it will deliver, and by delivering, a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the exchange notes, other than a resale of an unsold allotment from the original sale of the outstanding notes, with the prospectus contained in the exchange offer registration statement. As described above, under the Registration Rights Agreement, we have agreed to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use the prospectus contained in the exchange offer registration statement in connection with the resale of the exchange notes. See “Plan of Distribution.”

Terms of the Exchange Offer

This prospectus, together with the letter of transmittal, is first being sent on or about                 , 2003, to all holders of outstanding notes known to us. Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m. New York City time on                         , 2003. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Holders may tender some or all of their outstanding notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000.

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:

• the exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer;

• the exchange notes will bear a different CUSIP number from the outstanding notes; and

• the holders of the exchange notes will not be entitled to certain rights under the Registration Rights Agreement.

The exchange notes will evidence the same debt as the outstanding notes. Holders of exchange notes will be entitled to the benefits of the indenture.

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Holders of outstanding notes do not have any appraisal or dissenter’s rights under the General Corporation Law of Delaware or the indenture in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC under the Exchange Act.

We shall be deemed to have accepted validly tendered outstanding notes when and if we have given written notice to the exchange agent of our acceptance. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us.

If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of other events described in this prospectus or otherwise, the certificates for any such unaccepted outstanding notes wills be returned, without expense, to the tendering holder thereof promptly after the expiration of the exchange offer.

Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commission or fees, or subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See “— Fees and Expenses.”

Expiration Date; Extensions; Amendments

The exchange offer will expire at 5:00 p.m., New York City time, on                 , 2003, which is the expiration date, unless we extend it. To extend the exchange offer, we will notify the exchange agent of any extension by oral or written notice, followed by a public announcement thereof no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We reserve the right, in our reasonable judgment, (a) to delay accepting any outstanding notes, to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under “— Conditions” shall not have been satisfied, by giving oral or written notice of such delay, extension or termination to the exchange agent, or (b) to amend the terms of the exchange offer in any manner. Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by a public announcement. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose such amendment by means of a prospectus supplement that will be distributed to the registered holders, and, depending upon the significance of the amendment and the manner of disclosure to the registered holders, we will extend the exchange offer for a period of five to ten business days if the exchange offer would otherwise expire during this five to ten business-day period.

Exchange Offer Procedures

Only a holder of outstanding notes may tender outstanding notes in the exchange offer. To tender in the exchange offer, you must:

• complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal;

• have the signatures guaranteed if required by the letter of transmittal; and

• mail or otherwise deliver the letter of transmittal or such facsimile, together with the outstanding notes and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

To tender outstanding notes effectively, you must complete the letter of transmittal and other required documents and the exchange agent must receive all the documents prior to 5:00 p.m., New York City time, on the expiration date. Delivery of the outstanding notes may be made by book-entry transfer in accordance with the procedures described below. The exchange agent must receive confirmation of book-entry transfer prior to the expiration date.

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By executing the letter of transmittal you will make to us the representations set forth under the heading “— Resale of Exchange Notes.”

All tenders not withdrawn before the expiration date and the acceptance of the tender by us will constitute an agreement between you and us under the terms and subject to the conditions in this prospectus and in the letter of transmittal, including an agreement to deliver good and marketable title to all tendered outstanding notes prior to the expiration date free and clear of all liens, charges, claims, encumbrances, adverse claims and rights and restrictions of any kind.

The method of delivery of outstanding notes and the letter of transmittal and all other required documents to the exchange agent is at your election and at your sole risk. Instead of delivery by mail, you should use an overnight or hand delivery service. In all cases, you should allow for sufficient time to ensure delivery to the exchange agent before the expiration of the exchange offer. You may request your broker, dealer, commercial bank, trust company or nominee to effect these transactions for you. You should not send any note, letter of transmittal or other required document to us.

If your outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you desire to tender, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf.

The exchange of outstanding notes will be made only after timely receipt by the exchange agent of certificates for outstanding notes, a letter of transmittal and all other required documents, or timely completion of a book-entry transfer. If any tendered outstanding notes are not accepted for any reason or if outstanding notes are submitted for a greater principal amount than the holder desires to exchange, the exchange agent will return such unaccepted or non-exchanged outstanding notes to the tendering holder promptly after the expiration or termination of the exchange offer. In the case of outstanding notes tendered by book-entry transfer, the exchange agent will credit the non-exchanged outstanding notes to an account maintained with The Depository Trust Company.

Guarantee of Signatures

Holders must obtain a guarantee of all signatures on a letter of transmittal or a notice of withdrawal unless the outstanding notes are tendered:

• by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an “eligible guarantor institution.”

An “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act, comprises namely, banks; brokers and dealers; credit unions; national securities exchanges; registered securities associations; clearing agencies; and savings associations.

Signature on the Letter of Transmittal; Bond Powers and Endorsements

If a person other than the registered holder of the outstanding notes signs the letter of transmittal, the registered holder must endorse the outstanding notes or provide a properly completed bond power. Any such endorsement or bond power must be signed by the registered holder as that registered holder’s name appears on the outstanding notes. Signatures on such outstanding notes and bond powers must be guaranteed by an “eligible guarantor institution.”

If you sign the letter of transmittal or any outstanding notes or bond power as a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, fiduciary or in any other representative capacity, you must so indicate when signing. You must submit satisfactory evidence to the exchange agent of your authority to act in such capacity.

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Book-Entry Transfer

We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the outstanding notes at the book-entry transfer facility, The Depository Trust Company (“DTC”), for the purpose of facilitating the exchange offer. Subject to the establishment of the accounts, any financial institution that is a participant in DTC’s system may make book-entry delivery of outstanding notes by causing DTC to transfer the notes into the exchange agent’s account in accordance with DTC’s procedures for such transfer. However, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent’s account at DTC, the letter of transmittal (or a manually signed facsimile of the letter of transmittal) with any required signature guarantees, or an “agent’s message” in connection with a book-entry transfer, and any other required documents, must, in any case, be transmitted to and received by the exchange agent, or the guaranteed delivery procedures set forth below must be complied with, in each case, prior to the expiration date. Delivery of documents to DTC does not constitute delivery to the exchange agent.

The exchange agent and DTC have confirmed that the exchange offer is eligible for the DTC Automated Tender Offer Program. Accordingly, DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer outstanding notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. Upon receipt of such holder’s acceptance through the Automated Tender Offer Program, DTC will edit and verify the acceptance and send an “agent’s message” to the exchange agent for its acceptance. Delivery of tendered outstanding notes must be made to the exchange agent pursuant to the book-entry delivery procedures set forth above, or the tendering DTC participant must comply with the guaranteed delivery procedures set forth below.

The term “agent’s message” means a message transmitted by DTC, and received by the exchange agent and forming part of the confirmation of a book-entry transfer, which states that:

• DTC has received an express acknowledgment from the DTC participant tendering outstanding notes subject to the book-entry confirmation;

• the participant has received and agrees to be bound by the terms of the letter of transmittal; and

• we may enforce such agreement against such participant.

In the case of an agent’s message relating to guaranteed delivery, the term means a message transmitted by DTC and received by the exchange agent, which states that DTC has received an express acknowledgment from the DTC participant tendering outstanding notes that such participant has received and agrees to be bound by the notice of guaranteed delivery.

Determination of Valid Tenders; Our Rights Under the Exchange Offer

We will determine all questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of tendered outstanding notes in our sole discretion, and our determination will be final and binding on all parties. We expressly reserve the absolute right, in our sole discretion, to reject any or all outstanding notes not properly tendered or any outstanding notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the absolute right in our reasonable judgment to waive or amend any conditions of the exchange offer or to waive any defects or irregularities of tender for any particular outstanding note, whether or not similar defects or irregularities are waived in the case of other outstanding notes. Our interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. No alternative, conditional or contingent tenders will be accepted. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured by the tendering holder within such time as we determine.

Although we intend to notify holders of defects or irregularities in tenders of outstanding notes, neither we, the exchange agent or any other person shall be under any duty to give notification of defects or irregularities in

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such tenders or will incur any liability to holders for failure to give such notification. Holders will be deemed to have tendered outstanding notes only when such defects or irregularities have been cured or waived. The exchange agent will return to the tendering holder, after the expiration of the exchange offer, any outstanding notes that are not properly tendered and as to which the defects have not been cured or waived.

Guaranteed Delivery Procedures

If you desire to tender outstanding notes pursuant to the exchange offer and (1) certificates representing such outstanding notes are not immediately available, (2) time will not permit your letter of transmittal, certificates representing such outstanding notes and all other required documents to reach the exchange agent on or prior to the expiration date, or (3) the procedures for book-entry transfer (including delivery of an agent’s message) cannot be completed on or prior to the expiration date, you may nevertheless tender your outstanding notes with the effect that your tender will be deemed to have been received on or prior to the expiration date if all the following conditions are satisfied:

• you must effect your tender through an “eligible guarantor institution,” which is defined above under the heading “— Guarantee of Signatures;”

• a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us with the letter of transmittal, or an agent’s message with respect to guaranteed delivery that is accepted by us, is received by the exchange agent on or prior to the expiration date as provided below; and

• the certificates for the tendered outstanding notes, in proper form for transfer (or a book-entry confirmation of the transfer of such outstanding notes into the exchange agent account at DTC as described above), together with a letter of transmittal (or a manually signed facsimile of the letter of transmittal) properly completed and duly executed, with any signature guarantees and any other documents required by the letter of transmittal or a properly transmitted agent’s message, are received by the exchange agent within three New York Stock Exchange, Inc. trading days after the date of execution of the notice of guaranteed delivery.

The notice of guaranteed delivery may be sent by hand delivery, facsimile transmission or mail to the exchange agent and must include a guarantee by an eligible guarantor institution in the form set forth in the notice of guaranteed delivery.

Withdrawal Rights

Except as otherwise provided in this prospectus, you may withdraw tendered outstanding notes at any time before 5:00 p.m., New York City time, on                     , 2003. For a withdrawal of tendered outstanding notes to be effective, a written or facsimile transmission notice of withdrawal must be received by the exchange agent on or prior to the expiration of the exchange offer. For DTC participants, a written notice of withdrawal may be made by electronic transmission through DTC’s Automated Tender Offer Program. Any notice of withdrawal must:

• specify the name of the person having tendered the outstanding notes to be withdrawn;

• identify the notes to be withdrawn, including the certificate number(s) and principal amount of such outstanding notes, or, in the case of outstanding notes transferred by book-entry transfer, the name and number of the account at DTC;

• be signed by the holder in the same manner as the original signature on the letter of transmittal by which such outstanding notes were tendered, with any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the outstanding notes register the transfer of such outstanding notes into the name of the person withdrawing the tender and a properly completed irrevocable proxy authorizing such person to effect such withdrawal on behalf of such holder; and

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• specify the name in which any such outstanding notes are to be registered, if different from that of the registered holder.

You may not rescind a proper withdrawal of outstanding notes. Any outstanding notes properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the exchange offer. The exchange agent will return any withdrawn outstanding notes without cost to the holder promptly after withdrawal of the outstanding notes. Holders may retender properly withdrawn outstanding notes at any time before the expiration of the exchange offer by following one of the procedures described above under the heading “— Exchange Offer Procedures.”

Conditions of the Exchange Offer

Notwithstanding any other term of the exchange offer, we are not required to accept for exchange, or issue any exchange notes for, any outstanding notes, and may terminate or amend the exchange offer as provided in this prospectus before the expiration date of the exchange offer, if we determine that the exchange offer violates any law, statute, rule, regulation or interpretation by the staff of the SEC or any order of any governmental agency or court of competent jurisdiction.

These conditions are for the sole benefit of us and the subsidiary guarantors. All conditions to the exchange offer, other than those dependent upon receipt of necessary government approvals, must be satisfied or waived by us, in our reasonable judgment, before the expiration date of the exchange offer. Our failure to exercise any of these rights at any time will not be deemed a waiver of these rights, and each of these rights shall be deemed an ongoing right which we may assert at any time and from time to time.

In addition, we will accept for exchange any outstanding notes tendered, but no exchange notes will be issued in exchange for those outstanding notes, if at any time any stop order is threatened or issued with respect to the registration statement for the exchange offer and the exchange notes or the qualification of the Indenture under the Trust Indenture Act of 1939. In any such event, we must use our best efforts to obtain the withdrawal or lifting of any stop order at the earliest possible moment.

Exchange Agent

Wells Fargo, N.A. has been appointed as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus, the letter of transmittal or any other documents to the exchange agent. You should send certificates for outstanding notes, letters of transmittal and any other required documents to the exchange agent addressed as follows:

Delivery by Registered or Certified Mail: Wells Fargo Bank Minnesota, N.A. Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480-1517 Facsimile Transmissions: (Eligible Institutions Only) (612) 667-4929 To Confirm by Telephone or for Information Call: (800) 344-5128 Overnight Delivery or Regular Mail: Wells Fargo Bank Minnesota, N.A. Corporate Trust Operations Sixth and Marquette MAC N9303-121 Minneapolis, MN 55479

Delivery of the letter of transmittal to an address other than as shown above or transmission via facsimile other than as set forth above does not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

We will bear the expenses of the exchange offer. We are mailing the principal solicitation. However, our and our affiliates’ officers and regular employees may make additional solicitation by telegraph, telephone, facsimile or in person.

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We have not retained any dealer-manager in connection with the exchange offer. We will not make any payments to brokers or other persons soliciting acceptances of the exchange offer. We, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses.

We will pay the cash expenses incurred in connection with the exchange offer. These expenses include fees and expenses of the trustee, accounting and legal fees, and printing and distribution costs, among others.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of the outstanding notes pursuant to the exchange offer. If, however, certificates representing the exchange notes or the outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the outstanding notes tendered, or if tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of the notes pursuant to the exchange offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as the outstanding notes. Accordingly, we will recognize no gain or loss for accounting purposes. We will amortize the expenses of the exchange offer over the term of the exchange notes.

Consequences of Failure to Exchange

As a result of making this exchange offer, we will have fulfilled one of our obligations under the Registration Rights Agreement, and holders who do not tender their outstanding notes generally will not have any further registration rights under the Registration Rights Agreement or otherwise. Accordingly, any holder of outstanding notes that does not exchange those notes for exchange notes will continue to hold the untendered outstanding notes and will be entitled to all the rights and limitations applicable thereto under the indenture, except to the extent that such rights or limitations, by their terms, terminate or cease to have further effectiveness as a result of the exchange offer.

The outstanding notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities. Accordingly, such outstanding notes may be offered, resold, pledged or otherwise transferred only:

• to us (upon redemption thereof or otherwise);

• pursuant to an effective registration statement under the Securities Act;

• inside the United States to a person whom the seller reasonably believes is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A;

• outside the United States in an offshore transaction in accordance with Rule 904 under the Securities Act; or

• pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), in each case in accordance with any applicable securities laws of any state of the United States.

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Regulatory Approvals

Other than the federal securities laws, there are no federal or state regulatory requirements that we must comply with and there are no approvals that we must obtain in connection with the exchange offer.

Other

Participation in the exchange offer is voluntary. You should carefully consider whether to accept the exchange offer. You should consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.

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DESCRIPTION OF EXCHANGE NOTES

The outstanding notes were issued under the Indenture (the “Indenture”) among itself, the Guarantors and Wells Fargo Bank, N.A., as trustee (the “Trustee”), in a private transaction that is not subject to the registration requirements of the Securities Act. Upon the issuance of the exchange notes, the Indenture will be subject to and governed by the provisions of Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

The following description is a summary of the material provisions of the Indenture and the Registration Rights Agreement. It does not restate those agreements in their entirety. We urge you to read the Indenture and the Registration Rights Agreement because they, and not this description, define your rights as holders of the exchange notes. Anyone who receives this Prospectus may obtain a copy of the Indenture and Registration Rights Agreement without charge by writing to Texas Industries, Inc., 1341 West Mockingbird Lane, Dallas, Texas, 75247, Attention: Investor Relations Department.

Certain defined terms used in this description but not defined below under “— Certain Definitions” have the meanings assigned to them in the Indenture. In this description, the word “Company” refers only to Texas Industries, Inc. and not to any of its subsidiaries. Unless the context requires otherwise, for all purposes of the Indenture and this “Description of Exchange Notes,” references to the “Notes” shall mean the exchange notes.

Brief Description of the Notes and the Note Guarantees

The Notes:

• will be general unsecured obligations of the Company;

• will be effectively subordinated to any secured Indebtedness of the Company, including the Indebtedness of the Company under the Credit Agreement;

• will be pari passu in right of payment with any existing and future unsecured Unsubordinated Indebtedness of the Company;

• will be senior in right of payment to any existing or future subordinated Indebtedness of the Company, including the 5.5% Convertible Subordinated Debentures due 2028 of the Company; and

• are guaranteed by the Guarantors as described under “— Note Guarantees.”

As of the date of the Indenture, all of our subsidiaries are “Restricted Subsidiaries.” However, under the circumstances described below under the subheading “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” we are permitted to designate certain of our subsidiaries as “Unrestricted Subsidiaries.” Any Unrestricted Subsidiaries will not be subject to any of the restrictive covenants in the Indenture and will not guarantee the Notes.

Principal, Maturity and Interest

The Notes will mature on June 15, 2011 and are limited in aggregate principal amount to $600.0 million. The Company may issue additional notes (the “Additional Notes”) from time to time after this offering. Any offering of Additional Notes is subject to the covenant described below under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock.” The Notes and any Additional Notes subsequently issued under the Indenture would be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Company will issue Notes in denominations of $1,000 and integral multiples of $1,000.

Interest on the Notes will accrue at the rate of 10 ¹/4% per annum and will be payable semi-annually in arrears on June 15 and December 15, and commencing on December 15, 2003. The Company will make each interest payment to the Holders of record on the immediately preceding June 1 and December 1.

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Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a Holder of $1.0 million or more of Notes has given wire transfer instructions to the Company, the Company will pay all principal, interest and premium and Liquidated Damages, if any, on that Holder’s Notes in accordance with those instructions. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

Paying Agent and Registrar for the Notes

The Trustee will initially act as Paying Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders, and the Company or any of its Subsidiaries may act as Paying Agent or Registrar.

Transfer and Exchange

A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

The registered Holder of a Note will be treated as the owner of it for all purposes.

Note Guarantees

The Notes will be guaranteed, jointly and severally, by all of the Domestic Subsidiaries of the Company existing on the date of the Indenture other than TXI Receivables Corporation and TXI Capital Trust I. Each Note Guarantee of the Notes:

• will be a general unsecured obligation of the Guarantor;

• will be effectively subordinated to any secured Indebtedness of the Guarantor,including the Indebtedness of the Guarantor under the Credit Agreement;

• will be pari passu in right of payment with any existing or future unsecured Unsubordinated Indebtedness of the Guarantor; and

• will be senior in right of payment to any future subordinated Indebtedness of the Guarantor.

If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than a Receivables Subsidiary) on or after the date of the Indenture, then that newly acquired or created Domestic Subsidiary must become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee. See “— Certain Covenants — Guarantees.”

The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors — Risks Relating to Our Notes — Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors.”

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Ranking

The Notes will rank equal in right of payment to all existing and future unsecured Unsubordinated Indebtedness and senior in right of payment to all subordinated Indebtedness of the Company. The Notes, however, will be effectively subordinated to the Company’s secured obligations to the extent of the collateral securing such obligations. Additionally, the Notes will be effectively subordinated to all liabilities, including trade payables, of the Company’s subsidiaries that are not Guarantors. The Note Guarantees will rank equal in right of payment will all existing and future unsecured Unsubordinated Indebtedness of the Guarantors. In addition, the Note Guarantees will be effectively subordinated to all of the Guarantors’ secured obligations to the extent of the collateral securing such obligations.

Assuming we had completed the Refinancing, at May 31, 2003, on a consolidated basis, we and our subsidiaries would have had $621.1 million of Indebtedness outstanding, $16.7 million of which would have been secured Indebtedness and none of which would have been subordinated to the Notes. In addition, we would have had $199.9 million of 5.5% convertible subordinated debentures due 2028 outstanding that underlie our capital trust subsidiary’s company-obligated mandatorily redeemable preferred securities.

Optional Redemption

At any time or times prior to June 15, 2006 the Company may redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 110.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:

(1)  at least 65% of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and

(2)  the redemption must occur within 45 days of the date of the closing of such Equity Offering.

In addition, at any time on or prior to June 15, 2007, the Company may redeem all or part of the Notes at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) accrued and unpaid interest, if any to the applicable date of redemption, plus (iii) the Make-Whole Premium.

Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to June 15, 2007.

After June 15, 2007, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on June 15 of the years indicated below:

Year	Percentage
2007	105.125%
2008	102.563%
2009 and thereafter	100.000%

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows:

(1)  if the Notes are listed, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or

(2)  if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

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No Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Our decision regarding whether to redeem the exchange notes will be based on, among other factors, whether such redemptions would be financially beneficial to us and whether such redemption, in our judgment, would be in our best interests.

Mandatory Redemption

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase. Within ten days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(1)  accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2)  deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and

(3)  deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

The Paying Agent will promptly mail or wire transfer to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred

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by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof.

The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The Credit Agreement prohibits the Company from prepaying or redeeming any Notes. The Credit Agreement also provides that certain change of control events with respect to the Company would constitute a default thereunder. Any future credit agreements or other agreements relating to Indebtedness to which the Company becomes a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of its lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under such other agreements.

The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Company to repurchase such Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)  the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2)  such fair market value is determined by the Company’s Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee; and

(3)  at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or Replacement Assets or a combination of both. For purposes of this provision, each of the following shall be deemed to be cash:

(a)  any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet), of the Company or any Restricted Subsidiary (other than contingent liabilities,

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liabilities that are by their terms subordinated to the Notes or any Note Guarantee and liabilities to the extent owed to the Company or any Affiliate of the Company) that are assumed by the transferee of any such assets pursuant to a customary written agreement that releases the Company or such Restricted Subsidiary from further liability; and

(b)  any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion).

Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option:

(1)  to repay Indebtedness under the Credit Facilities or Unsubordinated Indebtedness secured by such assets and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or

(2)  to purchase Replacement Assets or make a capital expenditure in or that is used or useful in a Permitted Business.

Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” Within 10 days after the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Unsubordinated Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other Unsubordinated Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other Unsubordinated Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, Notes and such other Unsubordinated Indebtedness to be purchased shall be selected on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

The Credit Agreement prohibits the Company from prepaying or redeeming any Notes, and also provides that certain asset sales with respect to the Company would constitute a default thereunder. Any future credit agreements or other agreements relating to Indebtedness to which the Company becomes a party may contain similar restrictions and provisions. In the event an Asset Sale occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of its lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under such other agreements.

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Suspension Condition

During any period of time that the Notes are rated Investment Grade by both Rating Agencies and no Default or Event of Default shall have occurred and then be continuing (the foregoing conditions being referred to collectively as the “Suspension Condition”), the Company and its Restricted Subsidiaries will not be subject to the covenants described under “— Certain Covenants — Restricted Payments,” “— Incurrence of Indebtedness and Issuance of Preferred Stock,” clause (3) of “— Merger, Consolidation or Sale of Assets,” “— Transactions with Affiliates,” clauses (1) and (3) of “— Sale and Leaseback Transactions” and “— Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries” and will not be subject to the provisions of the Indenture described under “— Repurchase at the Option of the Holders — Asset Sales” (collectively, the “Suspended Covenants”). As a result, if and while the Company meets the Suspension Condition, the Notes will be entitled to substantially less covenant protection. If the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes for any period of time as a result of the foregoing and, subsequently, one or both Rating Agencies withdraw their Investment Grade rating or downgrade the Investment Grade rating assigned to the Notes such that the Notes are no longer rated Investment Grade by both Rating Agencies, then the Company and each of its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants. Compliance with the Suspended Covenants with respect to Restricted Payments made after the time of such withdrawal or downgrade will be calculated in accordance with the terms of the covenant described above under “— Certain Covenants — Restricted Payments” as if such covenant had been in effect during the entire period of time from the date of the Indenture.

So long as the Notes are outstanding, including while the Company meets the Suspension Condition, the Company and its Restricted Subsidiaries will be subject to the provisions of the Indenture described under “— Repurchase at the Option of the Holders — Change of Control” and the covenants described under: “— Certain Covenants — Liens,” “— Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries,” “— Merger, Consolidation or Sale of Assets” (other than clause (3)), “— Guarantees,” “— Designation of Restricted and Unrestricted Subsidiaries,” “— Sale and Leaseback Transactions” (other than clauses (1) and (3)), “— Business Activities,” “— Payments for Consent” and “— Reports.”

Certain Covenants

Restricted Payments

(A)  The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)  declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends, payments or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or to the Company or a Restricted Subsidiary of the Company);

(2)  purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any Guarantor (other than a Wholly Owned Restricted Subsidiary or such purchases, redemptions or other acquisitions of Equity Interests of a Guarantor from the Company or another Guarantor);

(3)  make any voluntary payment on or with respect to, or voluntarily purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the Note Guarantees; or

(4)  make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(a)  no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and

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(b)  the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock;” and

(c)  such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the date of the Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (5) and (6) of the next succeeding paragraph (B)), is less than the sum, without duplication, of:

(i)  50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the Indenture to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

(ii)  100% of the aggregate net cash proceeds received by the Company since the date of the Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus

(iii)  with respect to Restricted Investments made by the Company and its Restricted Subsidiaries after the date of the Indenture, an amount equal to (x) the amount returned in cash to the Company or any Restricted Subsidiary of the Company on or with respect to such Restricted Investments, whether resulting from payments of interest on Indebtedness, dividends or distributions, repayments of loans or advances in cash or other payments, or from the net cash proceeds from the sale of any such Investment, or (y) upon the designation of any Unrestricted Subsidiary to be a Restricted Subsidiary, the fair market value of the Company’s or its Restricted Subsidiary’s equity interest in such Subsidiary at the time of such designation, in each case, but only if and to the extent such amounts are not included in the calculation of Consolidated Net Income and not to exceed the amount of the Restricted Investment previously made by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary; plus

(iv)  $20.0 million.

(B)  So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:

(1)  the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the Indenture;

(2)  the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or any Guarantor or of any Equity Interests of the Company or any Guarantor in exchange for, or out of the net cash proceeds of a contribution to the common equity of the Company or a substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3)(b) of the preceding paragraph (A);

(3)  the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of the Company or any Guarantor in exchange for, or with the net cash proceeds from, an Incurrence of Permitted Refinancing Indebtedness;

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(4)  the payment of any dividend or distribution by a Restricted Subsidiary of the Company to the holders of its common Equity Interests, or the redemption by a Restricted Subsidiary of the Company of its common Equity Interests, in each case on a pro rata basis;

(5)  the repurchase of Capital Stock deemed to occur upon the exercise of options or warrants if such Capital Stock represents all or a portion of the exercise price thereof;

(6)  the payment of dividends on the 5.5% Shared Preference Redeemable Securities of TXI Capital Trust I as in effect and outstanding as of the date of the Indenture in an aggregate annual amount not to exceed $11.0 million; or

(7)  dividends paid by the Company on its common stock in an annual amount not to exceed (a) $7.0 million plus (b) an amount equal to 3% of net cash proceeds received by the Company or reduction of Indebtedness of the Company from the issuance, exchange or sale of the Company’s common stock after the date of the Indenture.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant shall be determined by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an independent accounting, appraisal or investment banking firm if the fair market value exceeds $10.0 million. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this “Restricted Payments” covenant were computed, together with a copy of any fairness opinion or appraisal required by the Indenture.

Incurrence of Indebtedness and Issuance of Preferred Stock

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Debt), and the Company will not permit any of its Restricted Subsidiaries to issue any preferred stock; provided, however, that the Company or any Guarantor may Incur Indebtedness, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the Incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1)  the Incurrence by the Company or any Guarantor of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding pursuant to this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed the greater of (a) $200.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary to permanently repay any such Indebtedness (and, in the case of any revolving credit Indebtedness, to effect a corresponding commitment reduction thereunder) pursuant to the covenant “— Repurchase at the Option of Holders — Asset Sales” and (b) the sum of the amounts equal to (x) 40% of the consolidated book value of the inventory of the Company and the Guarantors and (y) 70% of the consolidated book value of the accounts receivable of the Company and the Guarantors, in each case as set forth on the most recent available quarterly or annual consolidated balance sheet of the Company and its Restricted Subsidiaries, prepared in conformity with GAAP;

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(2)  the Incurrence of Existing Indebtedness;

(3)  the Incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the date of the Indenture and the Exchange Notes and the related Note Guarantees to be issued pursuant to the Registration Rights Agreement;

(4)  the Incurrence by the Company or any Restricted Subsidiary of the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be Incurred under the first paragraph of this covenant or clauses (2), (3), (4) or (7) of this paragraph;

(5)  the Incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries; provided, however, that:

(a)  if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; and

(b)  (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (5);

(6)  the Guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be Incurred by another provision of this covenant; or

(7)  the Incurrence by the Company or any Guarantor of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (7), not to exceed $10.0 million.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (7) above, or is entitled to be Incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify at the time of its Incurrence such item of Indebtedness in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued under the Indenture shall be deemed to have been Incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt.

Notwithstanding any other provision of this “Limitation on Indebtedness” covenant, the maximum amount of Indebtedness that may be Incurred pursuant to this “Limitation on Indebtedness” covenant will not be deemed to be exceeded, with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

The Company will not Incur any Indebtedness that is subordinate or junior in right of payment to any other Indebtedness of the Company unless it subordinate in right of payment to the Notes. No Guarantor will Incur any Indebtedness that is subordinate or junior in right of payment to any other Indebtedness of such Guarantor unless it is subordinate in right of payment to such Guarantor’s Note Guarantee.

Liens

The Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) upon any

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of their property or assets, now owned or hereafter acquired, unless all payments due under the Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)  pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Company or any of its Restricted Subsidiaries or pay any liabilities owed to the Company or any of its Restricted Subsidiaries;

(2)  make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3)  transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to such encumbrances or restrictions existing under, by reason of or with respect to:

(1)  the Existing Indebtedness, the Credit Agreement, the Accounts Receivable Facility or any other agreements in effect on the date of the Indenture and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in such Existing Indebtedness, the Indenture, the Credit Agreement, the Accounts Receivable Facility or such other agreements as in effect on the date of the Indenture;

(2)  the Indenture, the Notes and the Note Guarantees;

(3)  applicable law;

(4)  any agreement or arrangement applicable to any Person or the property or assets of such Person acquired by the Company or any of its Restricted Subsidiaries, existing at the time of such acquisition and not entered into in connection with or in contemplation of such acquisition; provided that the encumbrance or restriction therein is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of such Person, so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition;

(5)  in the case of clause (3) of the first paragraph of this covenant:

(a)  that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance, joint venture, partnership interest or contract or similar property or asset,

(b)  existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture or

(c)  arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;

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(6)  any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending such sale or other disposition;

(7)  Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(8)  restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and

(9)  Standard Securitization Undertakings related to a Receivables Subsidiary in connection with a Qualified Receivables Transaction.

Merger, Consolidation or Sale of Assets

The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person unless:

(1)  either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (i) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) assumes all the obligations of the Company under the Notes, the Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

(2)  immediately after giving effect to such transaction no Default or Event of Default exists;

(3)  immediately after giving effect to such transaction on a pro forma basis, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made, will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(4)  each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under this “Consolidation, Merger or Sale of Assets” covenant, shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the obligations of the Company or the surviving Person in accordance with the Notes and the Indenture.

In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Clause (3) above of this “Merger, Consolidation or Sale of Assets” covenant will not apply to any merger, consolidation or sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries.

Transactions with Affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into, make, amend, renew or extend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

(1)  such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a Person that is not an Affiliate of the Company; and

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(2)  the Company delivers to the Trustee:

(a)  with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this covenant and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors; and

(b)  with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an independent accounting, appraisal or investment banking firm.

The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1)  transactions between or among the Company and/or its Restricted Subsidiaries;

(2)  payment of reasonable fees and compensation to, and indemnity provided on behalf of, the executive officers and directors of the Company and its Restricted Subsidiaries;

(3)  Restricted Payments that are permitted by the provisions of the Indenture described above under the caption “— Restricted Payments;”

(4)  transfers of accounts receivable and related assets to a Receivables Subsidiary in connection with a Qualified Receivables Transaction and the charging of fees and expenses in the ordinary course of business in connection with such transfers; and

(5)  any sale of Capital Stock (other than Disqualified Stock) of the Company.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary; provided that:

(1)  any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under the covenant described above under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock;”

(2)  the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of the such Subsidiary) will be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under the covenant described above under the caption “— Certain Covenants — Restricted Payments;”

(3)  such Subsidiary does not own any Equity Interests of, or hold any Liens on any Property of, the Company or any Restricted Subsidiary;

(4)  the Subsidiary being so designated:

(a)  is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(b)  is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or

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preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(c)  has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; and

(d)  other than in the case of a Receivables Subsidiary, has at least one director on its Board of Directors that is not a director or officer of the Company or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or officer of the Company or any of its Restricted Subsidiaries; and

(5)  no Default or Event of Default would be in existence following such designation.

Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by the Indenture. If, at any time, any Unrestricted Subsidiary (x) would fail to meet any of the preceding requirements described in subclauses (a), (b) and (c) of clause (4) above or (y) fails to meet the requirement described in clause 4(d) above and such failure continues for a period of 60 days, such Subsidiary shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness, Investments or Liens are not permitted to be incurred as of such date under the Indenture, the Company shall be in default under the Indenture.

The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

(1)  such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the covenant described under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period;

(2)  all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the covenant described above under the caption “— Certain Covenants — Restricted Payments;”

(3)  all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the caption “— Certain Covenants — Liens;” and

(4)  no Default or Event of Default would be in existence following such designation.

Sale and Leaseback Transactions

The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if:

(1)  the Company or that Restricted Subsidiary, as applicable, could have Incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock;”

(2)  the gross cash proceeds of that sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the Board of Directors and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and

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(3)  the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales.”

Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries

The Company will not transfer, convey, sell, lease or otherwise dispose of, and will not permit any of its Restricted Subsidiaries to, issue, transfer, convey, sell, lease or otherwise dispose of any Equity Interests in any Restricted Subsidiary of the Company to any Person (other than the Company or a Restricted Subsidiary of the Company or, if necessary, shares of its Capital Stock constituting directors’ qualifying shares or issuances of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable law), except:

(1)  if, immediately after giving effect to such issuance, transfer, conveyance, sale, lease or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect to such issuance or sale would have been permitted to be made under the “Restricted Payments” covenant if made on the date of such issuance or sale; or

(2)  sales of Common Stock of a Restricted Subsidiary by the Company or a Restricted Subsidiary, provided that the Company or such Restricted Subsidiary complies with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales.”

Guarantees

If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than a Receivables Subsidiary) on or after the date of the Indenture, then that newly acquired or created Domestic Subsidiary must become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee. The Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee the payment of any other Indebtedness of the Company, unless such Restricted Subsidiary is a Guarantor or simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness. The form of the Note Guarantee will be attached as an exhibit to the Indenture.

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless:

(1)  immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2)  either:

(a)  the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is a corporation or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia and assumes all the obligations of that Guarantor under the Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture reasonably satisfactory to the Trustee; or

(b)  such sale or other disposition complies with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales.”

The Note Guarantee of a Guarantor will be released:

(1)  in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) an Affiliate of the Company, if the

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sale of all such Capital Stock of that Guarantor complies with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales;”

(2)  if the Company properly designates that Guarantor as an Unrestricted Subsidiary under the Indenture; or

(3)  upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to this covenant “— Certain Covenants — Guarantees,” except a discharge or release by or as a result of payment under such Guarantee.

Business Activities

The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

Payments for Consent

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

Whether or not required by the Commission, so long as any Notes are outstanding, the Company will prepare, within the time periods specified in the Commission’s rules and regulations, and furnish to the Holders of Notes upon request:

(1)  all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

(2)  all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

In addition, whether or not required by the Commission, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to prospective investors upon request. In addition, the Company and the Guarantors have agreed that, for so long as any Notes remain outstanding, they will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

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Events of Default and Remedies

Each of the following is an Event of Default:

(1)  default for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, the Notes;

(2)  default in payment when due (whether at maturity, upon acceleration, redemption or otherwise) of the principal of, or premium, if any, on the Notes;

(3)  failure by the Company or any of its Restricted Subsidiaries to comply with the provisions described under the captions “— Repurchase at the Option of Holders — Change of Control,” “— Repurchase at the Option of Holders — Asset Sales” or “— Certain Covenants — Merger, Consolidation or Sale of Assets” or the provisions described in the second paragraph under the caption “— Guarantees”;

(4)  failure by the Company or any of its Restricted Subsidiaries for 30 days after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of Notes outstanding to comply with any of the other agreements in the Indenture;

(5)  default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, if that default:

(a)  is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(b)  results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more;

(6)  failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

(7)  except as permitted by the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee; and

(8)  certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary).

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, interest or Liquidated Damages) if it determines that withholding notice is in their interest.

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The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal or premium, if any, of the Notes. The Holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes. A Holder may not pursue any remedy with respect to the Indenture or the Notes unless:

(1)  the Holder gives the Trustee written notice of a continuing Event of Default;

(2)  the Holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy;

(3)  such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;

(4)  the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(5)  during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction that is inconsistent with the request.

However, such limitations do not apply to the right of any Holder of a Note to receive payment of the principal of, premium or Liquidated Damages, if any, or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, which right shall not be impaired or affected without the consent of the Holder.

In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes, then the premium specified in the Indenture that would have been payable upon redemption at the time the Event of Default occurs shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

The Company is required to deliver to the Trustee annually within 90 days after the end of each fiscal year a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed 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.

Legal Defeasance and Covenant Defeasance

The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding Notes and all obligations of the Guarantors discharged with respect to their Note Guarantees (“Legal Defeasance”) except for:

(1)  the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on such Notes when such payments are due from the trust referred to below;

(2)  the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3)  the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s and the Guarantor’s obligations in connection therewith; and

(4)  the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Guarantors released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “Events of Default” will no longer constitute Events of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)  the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Liquidated Damages, if any, on the outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(2)  in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)  in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)  no Default or Event of Default shall have occurred and be continuing either: (a) on the date of such deposit; or (b) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

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(5)  such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(6)  the Company must have delivered to the Trustee an Opinion of Counsel to the effect that, (1) assuming no intervening bankruptcy of the Company or any Guarantor between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code and (2) the creation of the defeasance trust does not violate the Investment Company Act of 1940;

(7)  the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others;

(8)  if the Notes are to be redeemed prior to their stated maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and

(9)  the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

Without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):

(1)  reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2)  reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes;

(3)  reduce the rate of or change the time for payment of interest on any Note;

(4)  waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

(5)  make any Note payable in money other than U.S. dollars;

(6)  make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the Notes;

(7)  release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture;

(8)  impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Note Guarantees;

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(9)  amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the “Repurchase at the Option of Holders — Asset Sales” covenant after the obligation to make such Asset Sale Offer has arisen or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with the “Repurchase at the Option of Holders — Change of Control” covenant after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto;

(10)  except as otherwise permitted under the “Merger, Consolidation and Sale of Assets” covenant, consent to the assignment or transfer by the Company or any Guarantor of any of their rights or obligations under the Indenture; and

(11)  make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes:

(1)  to cure any ambiguity, defect or inconsistency;

(2)  to provide for uncertificated Notes in addition to or in place of certificated Notes and to provide for the issuance of Additional Notes in accordance with the limitations in the Indenture;

(3)  to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets;

(4)  to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder;

(5)  to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(6)  to comply with the provision described under “Certain Covenants — Guarantees”; or

(7)  to evidence and provide for the acceptance of appointment of a successor Trustee.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

(1)  either:

(a)  all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or

(b)  all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption;

(2)  no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or

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constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(3)  the Company or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

(4)  the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the Trustee becomes a creditor of the Company or any Guarantor, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

The Indenture provides that in case an Event of Default shall occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Book-Entry, Delivery and Form

We will issue the exchange notes in the form of one or more global notes (the “Global Exchange Note”). The Global Exchange Note will be deposited upon issuance with the Trustee as custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee. Except as set forth below, the Global Exchange Note may be transferred, in whole and not in part, only to DTC or another nominee of DTC. Investors may hold their beneficial interests in the Global Exchange Notes directly through DTC if they have an account with DTC or indirectly through organizations that have accounts with DTC, including Morgan Guaranty Trust Company, Brussels office, as operator of Euroclear and Citibank N.A., as operator of Clearstream.

Beneficial interests in the Global Exchange Notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See “— Exchange of Global Exchange Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Exchange Notes will not be entitled to receive physical delivery of notes in certificated form.

Transfers of beneficial interests in the DTC Global Exchange Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Depository Procedures

The following is a description of the operations and procedures of DTC, Euroclear and Clearstream. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. The Company takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

DTC has advised the Company that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of

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transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the Initial Purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised the Company that, pursuant to procedures established by it:

(1)  upon deposit of the Global Exchange Notes, DTC will credit the accounts of Participants designated by the Initial Purchasers with portions of the principal amount of the Global Exchange Notes; and

(2)  ownership of these interests in the Global Exchange Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Exchange Notes).

Investors in the Global Exchange Notes who are Participants in DTC’s system may hold their interests therein directly through DTC. Investors in the Global Exchange Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants in such system. All interests in a Global Exchange Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Exchange Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Exchange Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interest in the Global Exchange Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or “Holders” thereof under the Indenture for any purpose.

Payments in respect of the principal of, and interest and premium and Liquidated Damages, if any, on a Global Exchange Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the Indenture. Under the terms of the Indenture, the Company and the Trustee will treat the Persons in whose names the Notes, including the Global Exchange Notes, are registered as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the Trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for:

(1)  any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Exchange Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Exchange Notes; or

(2)  any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised the Company that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the

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payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Company. Neither the Company nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the Notes, and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between Participants in DTC will be effected in accordance with DTC procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions, if applicable, to the Notes described herein, cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Exchange Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised the Company that it will take any action permitted to be taken by a Holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Exchange Notes and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange the Global Exchange Notes for legended Notes in certificated form, and to distribute such Notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Exchange Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither the Company nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Exchange Notes for Certificated Notes

A Global Exchange Note will be exchanged for definitive Notes in registered certificated form (“Certificated Notes”) if:

(1)  DTC (a) notifies the Company that it is unwilling or unable to continue as depositary for the Global Exchange Notes, or (b) has ceased to be a clearing agency registered under the Exchange Act, and in each case the Company fails to appoint a successor depositary;

(2)  the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or

(3)  there shall have occurred and be continuing a Default or Event of Default with respect to the Notes.

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In addition, beneficial interests in a Global Exchange Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Exchange Note or beneficial interests in Global Exchange Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Exchange of Certificated Notes for Global Exchange Notes

Certificated Notes may not be exchanged for beneficial interests in any Global Exchange Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions, if applicable, to such Notes.

Same Day Settlement and Payment

The Company will make payments in respect of the Notes represented by the Global Exchange Notes (including principal, premium, if any, interest and Liquidated Damages, if any) by wire transfer of immediately available funds to the accounts specified by the Global Exchange Note Holder. If a Holder of $1.0 million or more of the Notes has given wire transfer instructions to the Company, the Company will make all payments of principal, interest and premium and Liquidated Damages, if any, with respect to such Certificated Notes by wire transfer of immediately available funds to the accounts specified by the Holders. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders. The Notes represented by the Global Exchange Notes are expected to be eligible to trade in the PORTAL market and to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Exchange Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Company that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Exchange Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Registration Rights; Liquidated Damages

The following description is a summary of the material provisions of the Registration Rights Agreement. It does not restate that agreement in its entirety. We urge you to read the proposed form of Registration Rights Agreement in its entirety because it, and not this description, defines your registration rights as Holders of these outstanding notes.

The Company, the Guarantors and the Initial Purchasers entered into the Registration Rights Agreement on or prior to the closing of this offering. Pursuant to the Registration Rights Agreement, the Company and the Guarantors agreed to file with the Commission the Exchange Offer Registration Statement on the appropriate form under the Securities Act with respect to the Exchange Notes. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors will offer to the Holders of outstanding notes pursuant to the Exchange Offer who are able to make certain representations the opportunity to exchange their outstanding notes for exchange notes.

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If:

(1)  the Company and the Guarantors are not permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy; or

(2)  any Holder of outstanding notes notifies the Company prior to the 20th day following consummation of the Exchange Offer that:

(a)  it is prohibited by law or Commission policy from participating in the Exchange Offer; or

(b)  it may not resell the exchange notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or

(c)  it is a broker-dealer and owns outstanding notes acquired directly from the Company or an affiliate of the Company,

the Company and the Guarantors will file with the Commission a Shelf Registration Statement to cover resales of the outstanding notes by the Holders thereof who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement.

The Company and the Guarantors will use their best efforts to cause the applicable registration statement to be declared effective as promptly as possible by the Commission.

The Registration Rights Agreement provides:

(1)  the Company and the Guarantors will file an Exchange Offer Registration Statement with the Commission on or prior to 60 days after the closing of this offering;

(2)  the Company and the Guarantors will use their best efforts to have the Exchange Offer Registration Statement declared effective by the Commission on or prior to 180 days after the closing of this offering;

(3)  unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company and the Guarantors will

(a)  commence the Exchange Offer; and

(b)  issue Exchange Notes in exchange for all outstanding notes tendered prior thereto in the Exchange Offer; and

(4)  if obligated to file the Shelf Registration Statement, the Company and the Guarantors will file the Shelf Registration Statement with the Commission on or prior to 45 days after such filing obligation arises and use their best efforts to cause the Shelf Registration to be declared effective by the Commission on or prior to 135 days after such obligation arises.

If:

(1)  the Company and the Guarantors fail to file any of the registration statements required by the Registration Rights Agreement on or before the date specified for such filing; or

(2)  any of such registration statements is not declared effective by the Commission on or prior to the date specified for such effectiveness (the “Effectiveness Target Date”); or

(3)  the Company and the Guarantors fail to consummate the Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or

(4)  the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales or exchanges of Notes during the periods specified in the Registration Rights Agreement (each such event referred to in clauses (1) through (4) above, a “Registration Default”),  

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then the Company and the Guarantors will pay Liquidated Damages to each Holder of outstanding notes, with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to one-half of one percent (0.50%) per annum on the principal amount of outstanding notes held by such Holder.

The amount of the Liquidated Damages will increase by an additional one-half of one percent (0.50%) per annum on the principal amount of outstanding notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.5% per annum.

All accrued Liquidated Damages will be paid by the Company and the Guarantors on each interest payment date to the Global Exchange Note Holder by wire transfer of immediately available funds or by federal funds check and to Holders of outstanding Certificated Notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.

Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease.

Holders of outstanding notes will be required to make certain representations to the Company (as described in the Registration Rights Agreement) in order to participate in the Exchange Offer and will be required to deliver certain information to be used in connection with the Shelf Registration Statement and to provide comments on the Shelf Registration Statement within the time periods set forth in the Registration Rights Agreement in order to have their outstanding notes included in the Shelf Registration Statement and benefit from the provisions regarding Liquidated Damages set forth above. By acquiring outstanding notes, a Holder will be deemed to have agreed to indemnify the Company and the Guarantors against certain losses arising out of information furnished by such Holder in writing for inclusion in any Shelf Registration Statement. Holders of outstanding notes will also be required to suspend their use of the prospectus included in the Shelf Registration Statement under certain circumstances upon receipt of written notice to that effect from the Company.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Accounts Receivable Facility” means the accounts receivable purchase arrangements established pursuant to the Receivables Purchase Agreement dated as of March 11, 1999 among the Company, TXI Receivables Corporation, the Financial Institutions listed on Schedule A thereto, Falcon Asset Securitization Corporation (together with the Financial Institutions, the “Purchasers”) and the First National Bank of Chicago, as Agent for the Purchasers, including any related notes, Guarantees, documents, instruments and agreements executed in connection therewith.

“Acquired Debt” means, with respect to any specified Person:

(1)  Indebtedness of any other Person existing at the time such other Person is merged with or into, or becomes a Subsidiary of, such specified Person, whether or not such Indebtedness is Incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

(2)  Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Affiliate” of any specified Person means (1) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (2) any executive officer or director of such specified Person. For purposes of this definition, “control,” as used with respect to any Person,

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shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings.

“Asset Sale” means:

(1)  the sale, lease, conveyance or other disposition of any property or assets; provided that the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “— Repurchase at the Option of Holders — Change of Control” and/or the provisions described above under the caption “— Certain Covenants — Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and

(2)  the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale by the Company or any Restricted Subsidiary of Equity Interests in any of its Subsidiaries.

Notwithstanding the preceding, the following items shall be deemed not to be Asset Sales:

(1)  any single transaction or series of related transactions that involves assets having a fair market value of less than $2.0 million;

(2)  a transfer of assets between or among the Company and its Restricted Subsidiaries;

(3)  an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;

(4)  the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business, including sales of accounts receivable and related assets under any Qualified Receivables Transaction;

(5)  the sale or other disposition of Cash Equivalents;

(6)  a Restricted Payment that is permitted by the covenant described above under the caption “— Certain Covenants — Restricted Payments;” and

(7)  a Permitted Investment.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” shall have a corresponding meaning.

“Board of Directors” means:

(1)  with respect to a corporation, the board of directors of the corporation; and

(2)  with respect to any other Person, the board or committee of such Person serving a similar function.

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“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

(1)  in the case of a corporation, corporate stock;

(2)  in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)  in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)  any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(1)  United States dollars;

(2)  securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition;

(3)  certificates of deposit and eurodollar time deposits with maturities of twelve months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

(4)  repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)  commercial paper having the highest rating obtainable from Moody’s or S&P and in each case maturing within six months after the date of acquisition; and

(6)  money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

“Change of Control” means the occurrence of any of the following:

(1)  the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

(2)  the adoption of a plan relating to the liquidation or dissolution of the Company;

(3)  any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the ultimate Beneficial Owner, directly or indirectly, of 35% or more of the voting power of the Voting Stock of the Company;

(4)  the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; or

(5)  the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash,

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securities or other property, other than any such transaction where (A) the Voting Stock of the Company outstanding immediately prior to such transaction remains outstanding and constitutes or is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person that constitutes a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance) and (B) immediately after such transaction, no “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) becomes, directly or indirectly, the beneficial owner (as defined above) of 35% or more of the voting power of the Voting Stock of the Company.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus:

(1)  provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(2)  Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that any such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(3)  depreciation, depletion, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation, depletion, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

(4)  net losses of any Unrestricted Subsidiary or any other Person that is not a Restricted Subsidiary of the Company and is accounted for by the equity method of accounting, to the extent that such net losses were deducted in computing such Consolidated Net Income; minus

(5)  non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue consistent with past practice and any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period, in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation, depletion and amortization and other non-cash expenses of, a Restricted Subsidiary of the Company shall be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company only to the extent that a corresponding amount would be permitted at the date of determination to be dividended, distributed or lent to the Company by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1)  the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary thereof;

(2)  the Net Income of any Restricted Subsidiary shall be excluded to the extent that both the declaration or payment of dividends or similar distributions and the making of loans by that Restricted Subsidiary of that Net Income are not at the date of determination permitted without any prior governmental

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approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its equityholders;

(3)  the Net Income of any Person acquired during the specified period for any period prior to the date of such acquisition shall be excluded;

(4)  the cumulative effect of a change in accounting principles shall be excluded; and

(5)  the Net Income (but not loss) of any Unrestricted Subsidiary shall be excluded, whether or not distributed to the specified Person or one of its Subsidiaries.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:

(1)  was a member of such Board of Directors on the date of the Indenture; or

(2)  was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

“Credit Agreement” means the Credit Agreement dated as of the date of the Indenture, by and among the Company, the Company’s Subsidiaries party thereto, Bank of America, N.A., as Administrative Agent, Banc of America Securities LLC, as Sole Lead Arranger and Book Manager, and the other Lenders named therein presently providing for up to $200.0 million of revolving credit borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded, replaced, decreased, increased or refinanced from time to time, regardless of whether such amendment, modification, renewal, refunding, replacement, decrease, increase or refinancing is with the same financial institutions or otherwise.

“Credit Facilities” means, one or more debt or receivables facilities (including, without limitation, the Credit Agreement and the Accounts Receivable Facility) or commercial paper facilities, in each case with banks, vendors or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced, decreased, increased or refinanced in whole or in part from time to time.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “— Certain Covenants — Restricted Payments.” The term “Disqualified Stock” shall also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is one year after the date on which the Notes mature.

“Domestic Subsidiary” means any Restricted Subsidiary of the Company other than a Subsidiary that is (1) a “controlled foreign corporation” under Section 957 of the Internal Revenue Code or (2) a Subsidiary of any such controlled foreign corporation.

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“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means a public or private offer and sale of Capital Stock (other than Disqualified Stock) of the Company.

“Existing Indebtedness” means the aggregate principal amount of Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement and the Accounts Receivable Facility) in existence on the date of the Indenture.

“Fair Market Value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors, whose determination shall be conclusive if evidenced by a Board Resolution.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1)  the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus

(2)  the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3)  any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4)  any accounts receivable facility fees or discounts paid under the Accounts Receivable Facility or any other receivables financing; plus

(5)  the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock or preferred stock of such Person or any of its Restricted Subsidiaries that are not tax deductible for such Person or such Restricted Subsidiary, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP; plus

(6)  all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock or preferred stock of such Person or any of its Restricted Subsidiaries that are tax deductible for such Person or such Restricted Subsidiary, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Subsidiaries Incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the

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event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1)  acquisitions and dispositions of business entities or property and assets constituting a division or line of business of any Person that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

(2)  the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP shall be excluded;

(3)  the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Subsidiaries following the Calculation Date; and

(4)  consolidated interest expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the Calculation Date (taking into account any interest rate option, swap, cap or similar agreement applicable to such Indebtedness if such agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period.

“Guarantee” means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person.

“Guarantors” means:

(1)  each direct or indirect Domestic Subsidiary of the Company on the date of the Indenture, other than TXI Receivables Corporation and TXI Capital Trust I; and

(2)  any other subsidiary that executes a Note Guarantee in accordance with the provisions of the Indenture;

and their respective successors and assigns until released from their obligations under their Note Guarantees and the Indenture in accordance with the terms of the Indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1)  interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping interest rate risk;

(2)  commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements designed for the purpose of fixing, hedging or swapping commodity price risk; and

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(3)  foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping foreign currency exchange rate risk.

“Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become directly or indirectly liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness; provided that (1) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Company will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Company and (2) neither the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness (to the extent provided for when the Indebtedness on which such interest is paid was originally issued) shall be considered an Incurrence of Indebtedness.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent, in respect of:

(1)  borrowed money;

(2)  evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof), but excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations described in clause (5) below entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement; provided, however, that the foregoing exclusion shall not apply to letters of credit outstanding under the Credit Agreement;

(3)  banker’s acceptances;

(4)  Capital Lease Obligations and Attributable Debt;

(5)  the balance deferred and unpaid of the purchase price of any property which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto, except any such balance that constitutes an accrued expense or trade payable;

(6)  Hedging Obligations, other than Hedging Obligations that are Incurred in the ordinary course of business for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; or

(7)  Disqualified Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends.

In addition, the term “Indebtedness” includes (x) for purposes of the covenants in the Indenture, any Obligations Incurred in connection with the Accounts Receivable Facility or any other receivables financing, (y) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), provided that the amount of such Indebtedness shall be the lesser of (A) the fair market value of such asset at such date of determination and (B) the amount of such Indebtedness, and (z) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined in good faith by the Board of Directors of the issuer of such Disqualified Stock.

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The amount of any Indebtedness outstanding as of any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and shall be:

(1)  the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

(2)  the principal amount thereof or, in the case of the Accounts Receivable Facility or any other receivables financing, an equivalent amount, together with any interest or accounts receivable facility fees thereon that are more than 30 days past due, in the case of any other Indebtedness;

provided that Indebtedness shall not include:

(i)  any liability for federal, state, local or other taxes,

(ii)  performance, surety or appeal bonds provided in the ordinary course of business, and letters of credit supporting any such bonds or provided to serve the purpose of any such bonds to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement, or

(iii)  agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the principal amount does not exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition.

“Investment Grade” means (1) BBB- or above, in the case of S&P (or its equivalent under any successor Rating Categories of S&P) and Baa3 or above, in the case of Moody’s (or its equivalent under any successor Rating Categories of Moody’s), or (2) the equivalent in respect of the Rating Categories of any Rating Agencies.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans or other extensions of credit (including Guarantees, but excluding advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Company or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business), advances (excluding commission, travel and similar advances to officers and employees made consistent with past practices), capital contributions, purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Investments in such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain Covenants — Restricted Payments.” The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain Covenants — Restricted Payments.”

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“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Make-Whole Premium” means, with respect to a Note on any date of redemption, the greater of (x) 1% of the principal amount of such Note or (y) the excess of (A) the present value at such date of redemption of (1) the redemption price of such Note at June 15, 2007 (such redemption price being described under “— Optional Redemption”) plus (2) all remaining required interest payments (exclusive of interest accrued and unpaid to the date of redemption) due on such Note through June 15, 2007, computed using semi-annual discounting and a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the then outstanding principal amount of such Note.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends (other than reductions in respect of preferred stock dividends on the 5.5% Shared Preference Redeemable Securities of TXI Capital Trust I outstanding on the date of the indenture), excluding, however:

(1)  any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any sales of assets outside the ordinary course of business of the Company and its Restricted Subsidiaries; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

(2)  any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness or other liabilities, secured by a Lien on the asset or assets that were the subject of such Asset Sale, or required to be paid as a result of such sale, and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Obligations” means any principal (or, in the case of the Accounts Receivable Facility or any other receivables financing, an equivalent amount), interest, penalties, fees (including accounts receivable facility fees or discounts), indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Permitted Business” means any business conducted or proposed to be conducted (as described in the prospectus) by the Company and its Restricted Subsidiaries on the date of the Indenture and other businesses reasonably related or ancillary thereto.

“Permitted Investments” means:

(1)  any Investment in the Company or in a Restricted Subsidiary of the Company that is a Guarantor;

(2)  any Investment in Cash Equivalents;

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(3)  any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

(a)  such Person becomes a Restricted Subsidiary of the Company and a Guarantor; or

(b)  such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company that is a Guarantor;

(4)  any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales”;

(5)  Investments to the extent acquired in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(6)  Hedging Obligations that are Incurred in the ordinary course of business for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

(7)  other Investments in any Person (other than a Person that controls the Company) having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (7) since the date of the Indenture, not to exceed 10% of the Tangible Assets of the Company and its Restricted Subsidiaries (determined as of the end of the most recent fiscal quarter of the Company), plus, to the extent that any Investment made pursuant to this clause (7) since the date of the Indenture is sold for cash or otherwise liquidated or repaid for cash, the lesser of (a) the cash return of capital with respect to such Investment (less the cost of disposition, if any) and (b) the initial amount of such Investment; provided that, at the time such Investment is made pursuant to this clause (7) and after giving pro forma effect thereto as if such Investment had been made at the beginning of the applicable four-quarter period, the Company would have been permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock;”

(8)  stock, obligations or securities received in satisfaction of judgments; and

(9)  Investments in a Receivables Subsidiary in connection with the Accounts Receivable Facility or any Qualified Receivables Transaction.

“Permitted Liens” means:

(1)  Liens on the assets of the Company and any Guarantor securing Indebtedness (and all Obligations related thereto) Incurred under clause (1) of the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant;

(2)  Liens in favor of the Company or any Restricted Subsidiary that is a Guarantor;

(3)   Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company or at the time such Person becomes a Restricted Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such transaction and do not extend to any other assets of the Company or any Restricted Subsidiary (other than additions and accessions to such property of such Person);

(4)  Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such

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acquisition and do not extend to any property other than the property so acquired by the Company or the Restricted Subsidiary (and additions and accessions thereto);

(5)  Liens existing on the date of the Indenture;

(6)  Liens on cash or Cash Equivalents securing Hedging Obligations of the Company or any of its Restricted Subsidiaries that do not constitute Indebtedness or securing letters of credit that support such Hedging Obligations;

(7)  Liens securing Permitted Refinancing Indebtedness (and all Obligations related thereto); provided, that such Liens do not extend to or cover any property or assets other than the property or assets that secure the Indebtedness being refinanced (and additions and accessions to such property or assets);

(8)  Liens for taxes, assessments and governmental charges not yet delinquent or being contested in good faith and for which adequate reserves have been established to the extent required by GAAP;

(9)  carriers, warehousemen’s, mechanics’, worker’s, materialmen’s, operators’, landlords’ or similar Liens arising in the ordinary course of business;

(10)  Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other social security obligations;

(11)  Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of Indebtedness), leases, or other similar obligations arising in the ordinary course of business;

(12)  survey exceptions, encumbrances, easements or reservations of, or rights of others for, rights of way, zoning or other restrictions as to the use of properties, and defects in title which, in the case of any of the foregoing, were not incurred or created to secure the payment of Indebtedness, and which in the aggregate do not materially adversely affect the value of such properties or materially impair the use for the purposes of which such properties are held by the Company or any Restricted Subsidiaries;

(13)  judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(14)  Liens, deposits or pledges to secure public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds or obligations; and Liens, deposits or pledges in lieu of such bonds or obligations, or to secure such bonds or obligations, or to secure letters of credit in lieu of or supporting the payment of such bonds or obligations;

(15)  Liens on property or assets used to defease Indebtedness that was not Incurred in violation of the Indenture;

(16)  Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Company or any Subsidiary on deposit with or in possession of such bank;

(17)  purchase money Liens granted in connection with the acquisition of assets in the ordinary course of business, provided, that (A) such Liens attach only to the property so acquired with the purchase money indebtedness secured thereby (and to additions and accessions thereto) and (B) the principal amount of the Indebtedness secured by such Liens does not exceed 100% of the purchase price of such assets;

(18)  any interest or title of a lessor in the property subject to any lease; and

(19)  Liens (not otherwise permitted hereunder) with respect to obligations that do not exceed $15.0 million at any one time outstanding.

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“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1)  the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable expenses incurred in connection therewith);

(2)  such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(3)  if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes or the Note Guarantees, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(4)  if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is pari passu in right of payment with the Notes or any Note Guarantees, such Permitted Refinancing Indebtedness is pari passu with, or subordinated in right of payment to, the Notes or such Note Guarantees; and

(5)  such Indebtedness is Incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or such Restricted Subsidiary may sell, convey or otherwise transfer to a Receivables Subsidiary accounts receivable (whether now existing or arising in the future) and any assets related thereto, including without limitation, all collateral securing such accounts receivable, all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and all other assets that are customarily transferred, or in respect of which security interests are customarily granted, in connection with an asset securitization transaction involving accounts receivable and pursuant to which such Receivables Subsidiary may sell, convey or otherwise transfer interests in such accounts receivable and related assets to any Person other than an Affiliate of the Company; provided that:

(1)  no portion of the Indebtedness or any other obligations (contingent or otherwise) of a Receivables Subsidiary:

(a)  is guaranteed by the Company or any Restricted Subsidiary of the Company (excluding guarantees of obligations pursuant to Standard Securitization Undertakings),

(b)  is recourse to or obligates the Company or any Restricted Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings, or

(c)  subjects any property or asset of the Company or any Restricted Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction of obligations incurred in such transactions, other than pursuant to Standard Securitization Undertakings;

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(2)  neither the Company nor any Restricted Subsidiary of the Company has any material contract, agreement, arrangement or understanding with a Receivables Subsidiary other than on terms no less favorable to the Company or any Restricted Subsidiary of the Company than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing accounts receivable; provided that all of the agreements, arrangements and understandings entered into by the Company or any Restricted Subsidiary with a Receivables Subsidiary in connection with any transaction or series of transactions shall be considered as a whole for purposes of determining compliance with this clause (2), and

(3)  neither the Company nor any Restricted Subsidiary of the Company (other than such Receivables Subsidiary) has any obligation to maintain or preserve the financial condition of a Receivables Subsidiary or cause such entity to achieve certain levels of operating results.

“Rating Agencies” means (1) S&P and Moody’s or (2) if S&P or Moody’s or both of them are not making ratings publicly available, a nationally recognized U.S. rating agency or agencies, as the case may be, selected by the Company, which will be substituted for S&P or Moody’s or both, as the case may be.

“Rating Category” means (1) with respect to S&P, any of the following categories (any of which may include a “+” or “-”: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories), (2) with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories), and (3) the equivalent of any such categories of S&P or Moody’s used by another Rating Agency, if applicable.

“Receivables Subsidiary” means (a) TXI Receivables Corporation and (b) any other special purpose wholly owned subsidiary of the Company created in connection with the transactions contemplated by a Qualified Receivables Transaction, which Subsidiary engages in no activities other than those incidental to such Qualified Receivables Transaction and which is designated as a Receivables Subsidiary by the Company’s Board of Directors. Any such designation by the Board of Directors shall be evidenced by filing with the Trustee a Board Resolution giving effect to such designation and an Officers’ Certificate certifying, to the best of such officers’ knowledge and belief after consulting with counsel, such designation, and the transactions in which the Receivables Subsidiary will engage, comply with the requirements of the definition of Qualified Receivables Transaction. For purposes of the definition of “Unrestricted Subsidiary,” the making of Standard Securitization Undertakings by the Company or any of its Restricted Subsidiaries shall not be deemed inconsistent with qualifying as an Unrestricted Subsidiary.

“Replacement Assets” means (1) non-current tangible assets that will be used or useful in a Permitted Business or (2) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies.

“Sale And Leaseback Transaction” means, with respect to any Person, any transaction involving any of the assets or properties of such Person whether now owned or hereafter acquired, whereby such Person sells or transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which such Person intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred.

“Significant Subsidiary” means any Subsidiary that would constitute a “significant subsidiary” within the meaning of Article 1 of Regulation S-X of the Securities Act.

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“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary of the Company which, in the good faith judgment of the Board of Directors of the Company, are reasonably customary in accounts receivable transactions.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person:

(1)  any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2)  any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

“Tangible Assets” means the total amount of assets of the Company and its Restricted Subsidiaries (less applicable depreciation, depletion, amortization and other valuation reserves), except to the extent resulting from write-ups of capital assets (excluding write-ups in connection with accounting for acquisitions in conformity with GAAP), after deducting therefrom all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recent available quarterly or annual consolidated balance sheet of the Company and its Restricted Subsidiaries, prepared in conformity with GAAP.

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days prior to the date fixed for prepayment (or, if such Statistical Release is no longer published, any publicly available source for similar market data)) most nearly equal to the then remaining term of the Notes to June 15, 2007, provided, however, that if the then remaining term to June 15, 2007 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the then remaining term of the Notes to June 15, 2007 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution in compliance with the covenant described under the caption “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” and any Subsidiary of such Subsidiary.

“Unsubordinated Indebtedness” of a Person means any Indebtedness of such Person, unless such Indebtedness is contractually subordinate or junior in right of payment of principal, premium or interest to any other Indebtedness of such Person.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

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(1)  the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)  the then outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary” of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or Investments by foreign nationals mandated by applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted Subsidiaries of such Person.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of material United States federal income and estate tax considerations relating to a holder’s purchase, ownership and disposition of the exchange notes, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), regulations, rulings and judicial decisions as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in United States federal income tax consequences different from those set forth below. We have not sought any ruling from the Internal Revenue Service (the “IRS”) or an opinion of counsel with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

This summary assumes that the exchange notes are held as capital assets and holders are investors in the notes who purchased the outstanding notes for cash at their initial offering price. This summary does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction. In addition, this discussion does not address tax considerations applicable to a holder’s particular circumstances or to holders that may be subject to special tax rules, including, without limitation:

• holders subject to the alternative minimum tax;

• banks;

• tax-exempt organizations;

• insurance companies;

• dealers in securities or commodities;

• traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

• financial institutions;

• holders whose “functional currency” is not the United States dollar;

• U.S. expatriates;

• persons that will hold the exchange notes as a position in a “straddle” or as part of a “hedging” or “conversion” transaction or other risk reduction transaction; or

• persons deemed to sell the exchange notes under the constructive sale provisions of the Code.

THIS SUMMARY OF MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES IS NOT TAX ADVICE. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE UNITED STATES FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

Consequences to U.S. Holders

The following is a summary of the United States federal income tax consequences that will apply to you if you are a U.S. holder of the exchange notes. Certain consequences to “non-U.S. holders” of the exchange notes are described under “Consequences to Non-U.S. Holders” below.

“U.S. holder” means a beneficial owner of an exchange note for U.S. federal income tax purposes that is:

• a citizen or resident of the United States;

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• a corporation (or an entity that is treated as a corporation for United States federal tax purposes) created or organized in or under the laws of the United States or of any state of the United States or the District of Columbia;

• an estate the income of which is subject to United States federal income taxation regardless of its source; or

• a trust that (1) is subject to the supervision of a court within the United States and that has one or more United States persons with authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

If a partnership holds exchange notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our exchange notes, you should consult your tax advisor.

Exchange Offer

The exchange notes do not differ materially in kind or extent from the outstanding notes and, as a result, your exchange of outstanding notes for exchange notes will not constitute a taxable disposition of the outstanding notes for United States federal income tax purposes. As a result, you will not recognize taxable income, gain or loss on such exchange, your holding period for the exchange notes will generally include the holding period for the outstanding notes so exchanged, and your adjusted tax basis in the exchange notes will generally be the same as your adjusted tax basis in the outstanding notes so exchanged.

Payments of Interest

Stated interest on the exchange notes will generally be taxable to you as ordinary income at the time it is paid or accrued in accordance with your method of accounting for tax purposes.

Amortizable Bond Premium

Generally, if a U.S. holder purchases an exchange note for an amount that exceeds the sum of all amounts payable on the exchange note after the purchase date other than stated interest, the note will be considered to have been purchased at a premium. This premium may be amortized over the remaining term (or an applicable call date as discussed below) of the exchange note on a yield to maturity basis if the U.S. holder so elects. The amortizable bond premium is treated as an offset to interest income on the exchange note for United States federal income tax purposes. A U.S. holder who elects to amortize bond premium must reduce its tax basis in the exchange note by the deductions allowable for amortizable bond premium. An election to amortize bond premium is revocable only with the consent of the IRS and applies to all obligations owned or acquired by the U.S. holder on or after the first day of the taxable year to which the election applies. We may redeem the exchange notes in certain circumstances as described in this prospectus under “Description of the Exchange Notes—Optional Redemption.” The amount of amortizable bond premium will be based on the amount payable at the applicable call date, but only if use of the call date (in lieu of the stated maturity date) results in a smaller amortizable bond premium for the period ending on the call date. If an exchange note purchased at a premium is redeemed before its maturity and a U.S. holder has elected to deduct the bond premium, the U.S. holder may be permitted to deduct any remaining unamortized bond premium as an ordinary loss in the taxable year of the redemption.

If a U.S. holder does not elect to amortize bond premium, that premium will decrease the gain or increase the loss the U.S. holder would otherwise recognize on disposition of the exchange note.

Market Discount

The resale of exchange notes may be affected by the market discount provisions of the Code. A note has market discount if a U.S. holder purchases an exchange note for less than its principal amount. A de minimis

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amount of market discount is ignored. Under the market discount rules, the U.S. holder will be required to treat any principal payment on an exchange note, or any gain on its sale, exchange, retirement or other disposition as ordinary income to the extent of the accrued market discount that was not previously included in gross income. If the exchange note is disposed of in a non-taxable transaction (other than a non-recognition transaction described in Section 1276 of the Code), accrued market discount will be taxable to the U.S. holder as ordinary income as if the U.S. holder had sold the exchange note at its fair market value. In addition, the U.S. holder may be required to defer, until the maturity of an exchange note or its earlier disposition (including a non-taxable transaction other than a transaction described in Section 1276 of the Code), the deduction of all or a portion of the interest expense in respect of any indebtedness incurred or maintained to purchase or carry the exchange note. Market discount will be considered to accrue on a straight-line basis during the period from the date of acquisition to the maturity date of the exchange note unless the U.S. holder elects to accrue market discount on a constant interest rate basis.

A U.S. holder may elect to include market discount in gross income as the discount accrues, either on a straight-line basis or on a constant interest rate basis. This current inclusion election, once made, applies to all market discount obligations acquired by the U.S. holder on or after the first day of the first taxable year to which the election applies, and may not be revoked without the consent of the IRS. If an election is made, the foregoing rules with respect to the recognition of ordinary income on sales and other dispositions of such debt instruments and on any partial principal payment with respect to the exchange notes, and the deferral of interest deductions on indebtedness incurred or maintained to purchase or carry such debt instruments, would not apply.

Sale, Exchange or Disposition of Exchange Notes

Subject to the discussion of the exchange offer above, you will generally recognize gain or loss upon the sale, exchange or other disposition of an exchange note equal to the difference between the amount realized upon the sale, exchange or other disposition (less an amount attributable to any accrued stated interest not previously included in income, which will be taxable as interest income) and your adjusted tax basis in the exchange note. Your adjusted tax basis in an exchange note will generally equal the amount you paid for the outstanding note, decreased by any repayments of principal received and increased by the amount of accrued unpaid interest that you have already included in gross income. Any gain or loss recognized on a disposition of the exchange note generally will be capital gain or loss. If you are an individual and have held the exchange note for more than one year, such capital gain will generally be subject to tax at current rates at a maximum rate of 15%. Your ability to deduct capital losses may be limited.

Consequences to Non-U.S. Holders

The following is a summary of the United States federal tax consequences that will apply to you if you are a non-U.S. holder of exchange notes. The term “non-U.S. holder” means a beneficial owner of an exchange note that is not a U.S. holder.

Special rules may apply to certain non-U.S. holders such as “controlled foreign corporations,” “passive foreign investment companies” and “foreign personal holding companies.” Such entities should consult their own tax advisors to determine the United States federal, state, local and other tax consequences that may be relevant to them.

Payments of Interest

The payment to you of interest on an exchange note generally will not be subject to a 30% United States federal withholding tax provided that:

• you do not actually or constructively own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and applicable Treasury regulations;

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• you are not a controlled foreign corporation that is related to us through stock ownership as provided in the Code and applicable Treasury regulations;

• you are not a bank whose receipt of interest on the exchange notes is in connection with an extension of credit made pursuant to a loan agreement entered into in the ordinary course of your trade or business; and

• (1) you provide your name and address on an IRS Form W-8BEN and you certify under penalty of perjury that you are not a United States person or (2) a bank, brokerage house or other financial institution that holds the exchange notes on your behalf in the ordinary course of its trade or business certifies to us, under penalty of perjury, that it has received an IRS Form W-8BEN from you and furnishes us with a copy of the properly completed IRS Form W-8BEN.

If you cannot satisfy the requirements described in the immediately preceding paragraph, payments of interest made to you will be subject to a 30% United States federal withholding tax unless you provide us with a properly executed:

• IRS Form W-8BEN claiming an exemption from, or reduction in the rate of, withholding under the benefit of an applicable income tax treaty; or

• IRS Form W-8ECI stating that the interest paid on the exchange note is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States. In addition, you may, under certain circumstances, be required to obtain a United States taxpayer identification number (“TIN”).

If you are engaged in a trade or business in the United States and interest on the exchange note is effectively connected with the conduct of that trade or business, you will be subject to United States federal income tax on such interest in the same manner as if you were a U.S. holder, unless you can claim an exemption under the benefit of an applicable income tax treaty. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your earnings and profits for the taxable year, subject to certain adjustments, that are effectively connected with your conduct of a trade or business in the United States including earnings from the exchange notes.

Generally, payments of interest to you would be subject to reporting requirements, even though these payments are not subject to a 30% United States federal withholding tax.

Sale, Exchange, or Disposition of Exchange Notes

Generally, you will not be subject to United States federal income tax with respect to gain realized on the sale, exchange, redemption or other disposition of an exchange note unless:

• the gain is effectively connected with the conduct by you of a trade or business in the United States; or

• in the case of a non-U.S. holder who is a nonresident alien individual, such individual is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met.

Notwithstanding these two bullet points, you will not be subject to United States federal income tax if a treaty exemption applies and the appropriate documentation is provided.

United States Federal Estate Taxation of Non-U.S. Holders

The United States federal estate tax will not apply to the exchange notes owned by you at the time of your death, provided that (1) you do not own actually or constructively 10% or more of the total combined voting power of all classes of our voting stock (within the meaning of the Code and the Treasury regulations) and

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(2) interest on the exchange note would not have been, if received at the time of your death, effectively connected with your conduct of a trade or business in the United States.

Information Reporting and Backup Withholding

U.S. Holders

U.S. holders, unless otherwise exempt as noted below, will be subject to information reporting with respect to payments of principal, interest and the gross proceeds from the sale, exchange, redemption or other disposition of an exchange note. Backup withholding at a rate equal to 28% may apply to payments of interest and to the gross proceeds from the sale, exchange, redemption or other disposition of a note if the U.S. holder:

• fails to furnish its taxpayer identification number (“TIN”) on an IRS Form W-9 within a reasonable time after we request this information;

• furnishes an incorrect TIN;

• is informed by the IRS that it failed to report properly any interest or dividends; or

• fails, under certain circumstances, to provide a certified statement signed under penalty of perjury that the TIN provided is its correct number and that it is not subject to backup withholding.

Certain persons are exempt from information reporting and backup withholding, including corporations and financial institutions. Holders of the exchange notes should consult their tax advisors as to their qualification for exemption and the procedure for obtaining such exemption.

Non-U.S. Holders

Non-U.S. holders generally will not be subject to backup withholding with respect to payments of interest on the exchange notes if we do not have actual knowledge or reason to know that the non-U.S. holder is a United States person and such holder provides the requisite certification on IRS Form W-8BEN or otherwise establishes an exemption from backup withholding. Payments of interest, however, would generally be subject to reporting requirements.

Payments of the gross proceeds from the sale, exchange, redemption or other disposition of an exchange note effected by or through a United States office of a broker generally will be subject to backup withholding and information reporting unless the non-U.S. holder certifies as to its non-U.S. status on IRS Form W-8BEN or otherwise establishes an exemption. Generally, information reporting and backup withholding will not apply to a payment of disposition proceeds where the sale is effected outside the United States through a non-U.S. office of a non-U.S. broker and payment is not received in the United States.

However, information reporting will generally apply to a payment of disposition proceeds where the sale is effected outside the United States by or through an office outside the United States of a broker that fails to maintain documentary evidence that the holder is a non-U.S. holder or that the holder otherwise is entitled to an exemption, and the broker is:

• a United States person;

• a foreign person that derives 50% or more of its gross income for defined periods from the conduct of a trade or business in the United States;

• a controlled foreign corporation for United States federal income tax purposes; or

• a foreign partnership (1) more than 50% of the capital or profits interest of which is owned by United States persons or (2) that is engaged in a United States trade or business.

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Backup withholding is not an additional tax. The amount of any backup withholding imposed on a payment to a holder of the exchange notes will be allowed as a refund or a credit against that holder’s United States federal income tax liability if the required information is furnished to the IRS.

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the exchange offer is completed, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any resale of exchange notes. In addition, until 90 days after the date of this prospectus, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sales of the exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of methods of resale, at market prices prevailing at the time of resale, at prices related to those prevailing market prices or at negotiated prices. Any resale may be made directly to the purchaser or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the broker-dealer and/or the purchasers of the exchange notes. Any broker-dealer that resells the exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of exchange notes and any commissions or concessions received by any of those persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the exchange offer is completed we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay the expenses incident to the exchange offer, other than commissions or concessions of any brokers or dealers and the fees of any advisors or experts retained by the holders of outstanding notes, and will indemnify the holders of the outstanding notes (including any broker-dealers) against related liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

The validity of the exchange notes and the guarantees and other legal matters, including the enforceability of the parties’ obligation, under the notes, will be passed upon for us by Thompson & Knight L.L.P., Dallas, Texas.

EXPERTS

The consolidated financial statements of Texas Industries, Inc. at May 31, 2003 and 2002 and for each of the three years in the period ended May 31, 2003, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports and other information with the Securities and Exchange Commission, or SEC. You can read and copy any materials we file with the SEC at its Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549 and at 500 West Madison Street, Chicago, Illinois 60661. You can obtain information about the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site that contains information we file electronically with the SEC, which you can access over the Internet at http://www.sec.gov. In addition, you can obtain information about us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. We have agreed that, if we are not subject to the informational requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934 at any time while the notes constitute “restricted securities” within the meaning of the Securities Act, we will furnish to holders and beneficial owners of the notes and to prospective purchasers designated by such holders the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit compliance with Rule 144A in connection with resales of the notes.

INCORPORATION OF DOCUMENTS BY REFERENCE

This prospectus incorporates documents and important information, by reference that is not part of this prospectus or delivered with this prospectus. This means that we are disclosing important information to you by referring you to those documents. You should be aware that information in a document incorporated by reference may have been modified or superseded by information that is included in other documents that were filed at a later date and which are also incorporated by reference or included in this prospectus.

We incorporate by reference:

• Our Annual Report on Form 10-K for the year ended May 31, 2003, previously filed with the SEC.

All documents and reports filed by Texas Industries, Inc. with the SEC after the date of this prospectus and before the termination of the exchange offer shall be deemed incorporated herein by reference and shall be deemed to be a part hereof from the date of filing of such documents and reports. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed document or report that 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 deemed, except as so modified or superseded, to constitute a part of this prospectus.

113

I NDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Auditors	F-2
Consolidated Balance Sheets — May 31, 2003 and 2002	F-3
Consolidated Statements of Operations — Years ended May 31, 2003, 2002 and 2001	F-4
Consolidated Statements of Cash Flows — Years ended May 31, 2003, 2002 and 2001	F-5
Consolidated Statements of Shareholders’ Equity — Years ended May 31, 2003, 2002 and 2001	F-6
Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholders

Texas Industries, Inc.

We have audited the accompanying consolidated balance sheets of Texas Industries, Inc. and subsidiaries (the Company) as of May 31, 2003 and 2002, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended May 31, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Texas Industries, Inc. and subsidiaries at May 31, 2003 and 2002, and the consolidated results of their operations and their cash flows for each of the three years in the period ended May 31, 2003, in conformity with accounting principles generally accepted in the United States.

Ernst & Young LLP

Dallas, Texas

July 14, 2003

F-2

TEXAS INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

TEXAS INDUSTRIES, INC. AND SUBSIDIARIES

	May 31,
	2003			2002
	(In thousands)
ASSETS
Current assets
Cash	$	6,204		$	7,430
Receivables — net		61,831			56,138
Inventories		270,773			276,482
Deferred taxes and prepaid expenses		37,375			31,192
Total current assets		376,183			371,242
Other assets
Goodwill		146,474			146,474
Real estate and investments		43,600			41,524
Deferred charges and intangibles		23,985			29,679
		214,059			217,677
Property, plant and equipment
Land and land improvements		218,687			209,557
Buildings		101,490			102,358
Machinery and equipment		1,712,285			1,779,863
Construction in progress		47,724			45,450
		2,080,186			2,137,228
Less allowances for depreciation		940,818			952,870
		1,139,368			1,184,358
	$	1,729,610		$	1,773,277
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Trade accounts payable	$	120,477		$	111,037
Accrued interest, wages and other items		43,376			48,363
Current portion of long-term debt		732			9,228
Total current liabilities		164,585			168,628
Long-term debt		477,145			474,963
Deferred income taxes and other credits		160,434			167,276
Company-obligated mandatorily redeemable preferred securities of subsidiary holding solely company convertible debentures		199,937			200,000
Shareholders’ equity
Common stock, $1 par value		25,067			25,067
Additional paid-in capital		260,936			260,091
Retained earnings		538,584			569,096
Cost of common stock in treasury		(91,186	)		(91,844	)
Pension liability adjustment		(5,892	)		—
		727,509			762,410
	$	1,729,610		$	1,773,277

See notes to consolidated financial statements.

F-3

TEXAS INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

TEXAS INDUSTRIES, INC. AND SUBSIDIARIES

	Year Ended May 31,
	2003			2002			2001
	(In thousands except per share)
Net sales	$	1,364,109		$	1,447,642		$	1,347,609
Costs and expenses (income)
Cost of products sold		1,270,081			1,236,944			1,177,389
Selling, general and administrative		92,961			109,151			110,956
Interest		34,885			42,680			37,061
Other income		(4,424	)		(24,683	)		(26,368	)
		1,393,503			1,364,092			1,299,038
Income before the following items		(29,394	)		83,550			48,571
Income taxes (benefit)		(12,345	)		25,124			15,198
		(17,049	)		58,426			33,373
Dividends on preferred securities — net of tax		(7,148	)		(7,150	)		(7,150	)
Net income (loss)	$	(24,197	)	$	51,276		$	26,223
Basic
Average shares		21,123			21,072			21,051
Earnings (loss) per share	$	(1.15	)	$	2.43		$	1.26
Diluted
Average shares		21,123			21,517			21,307
Earnings (loss) per share	$	(1.15	)	$	2.38		$	1.24
Cash dividends per share	$	.30		$	.30		$	.30

See notes to consolidated financial statements.

F-4

TEXAS INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

TEXAS INDUSTRIES, INC. AND SUBSIDIARIES

	Year Ended May 31,
	2003			2002			2001
	(In thousands)
Operating activities
Net income (loss)	$	(24,197	)	$	51,276		$	26,223
Loss (gain) on disposal of assets		1,774			(738	)		(15,790	)
Non-cash items
Depreciation, depletion and amortization		97,112			100,737			101,385
Deferred taxes (benefit)		(18,036	)		25,832			22,659
Other — net		8,104			5,247			1,004
Changes in operating assets and liabilities
Receivables sold		(9,486	)		—			40,000
Receivables — net		(7,254	)		20,660			(27,992	)
Inventories and prepaid expenses		1,755			(7,058	)		(22,684	)
Accounts payable and accrued liabilities		4,510			(24,098	)		23,724
Real estate and investments		2,621			(885	)		2,649
Net cash provided by operations		56,903			170,973			151,178
Investing activities
Capital expenditures		(54,734	)		(29,662	)		(136,892	)
Proceeds from disposal of assets		11,308			6,147			16,084
Other — net		1,340			(6,023	)		(4,287	)
Net cash used by investing		(42,086	)		(29,538	)		(125,095	)
Financing activities
Proceeds of long-term borrowing		366,640			382,300			372,972
Debt retirements		(372,960	)		(521,598	)		(382,148	)
Purchase of treasury shares		(2	)		(206	)		(7,765	)
Common dividends paid		(6,315	)		(6,284	)		(6,280	)
Other — net		(3,406	)		3,049			(1,116	)
Net cash used by financing		(16,043	)		(142,739	)		(24,337	)
Increase (decrease) in cash		(1,226	)		(1,304	)		1,746
Cash at beginning of year		7,430			8,734			6,988
Cash at end of year	$	6,204		$	7,430		$	8,734

See notes to consolidated financial statements.

F-5

TEXAS INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

TEXAS INDUSTRIES, INC. AND SUBSIDIARIES

	Common Stock $1 Par Value		Additional Paid-in Capital		Retained Earnings			Treasury Common Stock			Pension Liability Adjustment			Total Shareholders’ Equity
	($ In thousands except per share)
May 31, 2000	$	25,067	$	258,325	$	504,161		$	(89,527	)	$	—		$	698,026
Net income						26,223									26,223
Common dividends paid — $.30 per share						(6,280	)								(6,280	)
Treasury shares issued for bonuses and options — 97,865 shares				206					1,835						2,041
Treasury shares purchased — 339,476 shares									(7,765	)					(7,765	)
May 31, 2001		25,067		258,531		524,104			(95,457	)		—			712,245
Net income						51,276									51,276
Common dividends paid — $.30 per share						(6,284	)								(6,284	)
Treasury shares issued for bonuses and options — 203,695 shares				1,560					3,819						5,379
Treasury shares purchased — 5,248 shares									(206	)					(206	)
May 31, 2002		25,067		260,091		569,096			(91,844	)		—			762,410
Net loss						(24,197	)								(24,197	)
Pension liability adjustment — net of tax												(5,892	)		(5,892	)
Common dividends paid — $.30 per share						(6,315	)								(6,315	)
Treasury shares issued for bonuses and options and conversion of preferred securities — 35,220 shares				845					660						1,505
Treasury shares purchased — 72 shares									(2	)					(2	)
May 31, 2003	$	25,067	$	260,936	$	538,584		$	(91,186	)	$	(5,892	)	$	727,509

See notes to consolidated financial statements.

F-6

TEXAS INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Texas Industries, Inc. and subsidiaries (unless the context indicates otherwise, collectively, the “Company” or “TXI”) is a leading supplier of construction materials through two business segments: cement, aggregate and concrete products (the “CAC” segment); and structural steel and specialty bar products (the “Steel” segment). Through the CAC segment, the Company produces and sells cement, stone, sand and gravel, expanded shale and clay aggregate, and concrete products from facilities concentrated in Texas, Louisiana and California, with several products marketed throughout the United States. Through its Steel segment, the Company produces and sells structural steel, piling products, specialty bar products, merchant bar-quality rounds, reinforcing bar and channels for markets in North America.

Summary of significant accounting policies

Principles of Consolidation.    The consolidated financial statements include the accounts of the Texas Industries, Inc. and all subsidiaries. Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.

Estimates.    The preparation of financial statements and accompanying notes in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates.

Fair Value of Financial Instruments.    The estimated fair value of each class of financial instrument as of May 31, 2003 approximates its carrying value except for long-term debt having fixed interest rates and mandatorily redeemable preferred securities of subsidiary. The fair value of long-term debt at May 31, 2003, estimated by applying discounted cash flow analysis based on interest rates currently available to the Company for such debt with similar terms and remaining maturities, is approximately $446.2 million compared to the carrying amount of $477.9 million. The fair value of mandatorily redeemable preferred securities of subsidiary at May 31, 2003, estimated based on NYSE quoted market prices, is approximately $133.5 million compared to the carrying amount of $199.9 million.

Cash Equivalents.    For cash flow purposes, temporary investments which have maturities of less than 90 days when purchased are considered cash equivalents.

Receivables.    Management evaluates the ability to collect accounts receivable based on a combination of factors. A reserve for doubtful accounts is maintained based on the length of time receivables are past due or the status of a customer’s financial condition. If the Company is aware of a specific customer’s inability to make required payments, specific amounts are added to the reserve.

Environmental Liabilities.    The Company is subject to environmental laws and regulations established by federal, state and local authorities, and makes provision for the estimated costs related to compliance when it is probable that a reasonably estimable liability has been incurred.

Legal Contingencies.    The Company and its subsidiaries are defendants in lawsuits which arose in the normal course of business, and make provision for the estimated loss from any claim or legal proceeding when it is probable that a reasonably estimable liability has been incurred.

Long-lived Assets.    Management reviews long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of the assets may not be recoverable and would record an impairment charge if necessary. Such evaluations compare the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset and are significantly impacted by estimates of future prices for the Company’s products, capital needs, economic trends and other factors.

F-7

TEXAS INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Property, Plant and Equipment.    Property, plant and equipment is recorded at cost. Provisions for depreciation are computed generally using the straight-line method. Provisions for depletion of mineral deposits are computed on the basis of the estimated quantity of recoverable raw materials. Useful lives for the Company’s primary operating facilities range from 10 to 20 years. Maintenance and repairs are charged to expense as incurred. Costs incurred for scheduled shut-downs to refurbish the Steel facilities are amortized over the benefited period, typically 12 to 24 months.

Goodwill and Other Intangible Assets.    Effective June 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” (“SFAS No. 142”) which requires that goodwill not be amortized but instead be tested for impairment annually by each reporting unit. If the carrying amount of the goodwill exceeds its fair value an impairment loss is recognized. In applying a fair-value-based test, estimates are made of the expected future cash flows to be derived from the applicable reporting unit. Similar to the review for impairment of other long-lived assets, the resulting fair value determination is significantly impacted by estimates of future prices for the Company’s products, capital needs, economic trends and other factors. Goodwill identified with CAC resulted from the acquisition of Riverside Cement Company. Goodwill identified with Steel resulted from the acquisition of Chaparral Steel Company. In each case the fair value of the respective reporting unit exceeds its carrying value. The carrying value of goodwill by business segment is summarized as follows:

	2003			2002
	(In thousands)
CAC
Gross carrying value	$	66,766		$	66,766
Accumulated amortization		(5,458	)		(5,458	)
		61,308			61,308
Steel
Gross carrying value		112,265			112,265
Accumulated amortization		(27,099	)		(27,099	)
		85,166			85,166
	$	146,474		$	146,474

The results for periods prior to the change in accounting for goodwill have not been restated. The following reconciles the reported net income and earnings per share to that which would have resulted had SFAS No. 142 been applied to the year ended May 31, 2001.

	2001
	(In thousands except per share)
Net income
As reported	$	26,223
Goodwill amortization net of tax		3,964
As adjusted	$	30,187
Basic earnings per share
As reported	$	1.26
As adjusted	$	1.43
Diluted earnings per share
As reported	$	1.24
As adjusted	$	1.42

F-8

TEXAS INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Deferred charges and intangibles include non-compete agreements and other intangibles with finite lives being amortized on a straight-line basis over periods of 5 to 15 years. Their carrying value, adjusted for write-offs, totaled $2.5 million at May 31, 2003 and $3.5 million at May 31, 2002, net of accumulated amortization of $3.6 million at May 31, 2003 and $5.1 million at May 31, 2002. Amortization expense incurred was $900,000 in 2003, $1.2 million in 2002 and $1.3 million in 2001. Estimated annual amortization for each of the five succeeding years is approximately $400,000 per year.

Real Estate and Investments.    Surplus real estate and real estate acquired for development of high quality industrial, office and multi-use parks, recorded at cost, totaled $11.6 million and $14.3 million at May 31, 2003 and 2002, respectively. Investments totaled $32.0 million and $27.2 million at May 31, 2003 and 2002, respectively, and are composed primarily of life insurance contracts, which are recorded at their net cash surrender value and may be used to fund certain Company benefit agreements. The Company does not invest in debt or equity securities.

Debt Issuance Cost.    Debt issuance costs of $9.7 million and $9.9 million at May 31, 2003 and 2002, respectively, are associated with various debt issues and amortized over the terms of the related debt.

Other Credits.    Other credits of $44.8 million at May 31, 2003, compared to $32.1 million at the prior year-end, are composed primarily of liabilities related to the Company’s retirement plans and deferred compensation agreements.

Pension Liability Adjustment.    The pension liability adjustment of $5.9 million at May 31, 2003 (net of tax of $3.2 million) relates to a defined benefit retirement plan covering approximately 550 employees and retirees of an acquired subsidiary. Comprehensive loss, which consists of net loss and the pension liability adjustment to shareholders’ equity, was $30.1 million for the year ended May 31, 2003. Comprehensive income in 2002 and 2001 was the same as net income.

Net Sales.    Sales are recognized when title has transferred and products are delivered. Historically, the Company has included delivery fees in the amount it billed customers to the extent needed to recover the Company’s cost of freight and delivery. Net sales were presented as revenues including delivery fees offset by freight and delivery costs and were disclosed as such. The Emerging Issues Task Force of the FASB reached a final consensus on Issue No. 00-10, “Accounting for Shipping and Handling Fees and Costs.” EITF 00-10 addresses the income statement classification of amounts charged to customers for shipping and handling, as well as costs incurred related to shipping and handling. The EITF concluded that amounts billed to a customer in a sale transaction related to shipping and handling should be classified as revenue. The EITF also concluded that if costs incurred related to shipping and handling are significant and not included in cost of sales, an entity should disclose both the amount of such costs and the line item on the income statement that includes them. In connection with this issue, the Company has reclassified freight and delivery costs from net sales to cost of products sold in all periods presented in its Consolidated Statements of Operations. The reclassifications resulted in an increase in both net sales and cost of products sold of approximately $104.9 million, $102.7 million and $95.4 million for 2003, 2002 and 2001, respectively. These reclassifications had no effect on the Company’s results of operations or financial position.

Other Income.    Other income includes routine sales of surplus operating assets and real estate in the amount of $300,000 in 2003, $8.6 million in 2002 and $19.6 million in 2001. Also included in other income was $500,000 in 2003, $9.6 million in 2002 and $400,000 in 2001 from the Company’s litigation against certain graphite electrode suppliers.

Income Taxes.    Accounting for income taxes uses the liability method of recognizing and classifying deferred income taxes. The Company joins in filing a consolidated return with its subsidiaries. Current and

F-9

TEXAS INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

deferred tax expense is allocated among the members of the group based on a stand-alone calculation of the tax of the individual member.

Earnings Per Share (“EPS”).    Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding during the period including certain contingently issuable shares related to deferred compensation agreements in which directors elected to defer annual and meeting fees or executives elect to defer incentive compensation and the Company’s former stock awards program. The shares are considered contingently issuable because the director or executive has an unconditional right to the shares to be issued. The deferred compensation is denominated in shares of the Company’s Common Stock and issued upon retirement or at such earlier date as approved by the Company. Vested stock award shares are issued in the year in which the employee reaches age 60.

Diluted EPS adjusts net income and the outstanding shares for the dilutive effect of preferred securities, stock options and awards. Prior to the adoption of SFAS No. 142, net income was adjusted for the amortization of additional goodwill in connection with a contingent payment for the acquisition of Chaparral.

Basic and Diluted EPS are calculated as follows:

	2003			2002		2001
	(In thousands except per share)
Earnings:
Net income (loss)	$	(24,197	)	$	51,276	$	26,223
Contingent price amortization		—			—		233
Basic earnings (loss)		(24,197	)		51,276		26,456
Dividends on preferred securities — net of tax		—			—		—
Diluted earnings (loss)	$	(24,197	)	$	51,276	$	26,456
Shares:
Weighted-average shares outstanding		21,049			20,927		20,908
Contingently issuable shares		74			145		143
Basic weighted-average shares		21,123			21,072		21,051
Preferred securities		—			—		—
Stock option and award dilution		—			445		256
Diluted weighted-average shares*		21,123			21,517		21,307
Basic earnings (loss) per share	$	(1.15	)	$	2.43	$	1.26
Diluted earnings (loss) per share	$	(1.15	)	$	2.38	$	1.24
* Shares excluded due to antidilutive effect:
Preferred securities		2,888			2,889		2,889
Stock options and awards		2,568			578		903

Stock-based Compensation.    The Company accounts for employee stock options using the intrinsic value method of accounting prescribed by APB Opinion No. 25, “Accounting for Stock Issued to Employees,” as allowed by Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation,” (“SFAS No. 123”). Generally, no expense is recognized related to the Company’s stock options because each option’s exercise price is set at the stock’s fair market value on the date the option is granted.

In accordance with SFAS No. 123, the Company discloses the compensation cost based on the estimated fair value at the date of grant recognizing compensation expense ratably over the vesting period. The weighted-average fair value of options granted in 2003, 2002 and 2001 was $8.20, $14.57 and $11.77, respectively. The

F-10

TEXAS INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

fair value of each option grant was estimated on the date of grant for purposes of the pro forma disclosures using the Black-Scholes option-pricing model based on the following weighted average assumptions:

	2003		2002		2001
Dividend yield	1.33	%	.83	%	1.01	%
Volatility factor	.361		.350		.343
Risk-free interest rate	3.38	%	4.77	%	5.16	%
Expected life in years	6.4		6.4		6.4

If the Company had recognized compensation expense for the stock option plan based on the fair value at the grant dates for awards, the Company’s net income (loss) and earnings (loss) per share would have been reduced to the following pro forma amounts:

	2003			2002			2001
	(In thousands except per share)
Net income (loss)
As reported	$	(24,197	)	$	51,276		$	26,223
Plus: stock-based compensation included in the determination of net income (loss) as reported, net of tax		270			811			680
Less: fair value of stock-based compensation, net of tax		(3,964	)		(4,082	)		(4,034	)
Pro forma	$	(27,891	)	$	48,005		$	22,869
Basic earnings (loss) per share
As reported	$	(1.15	)	$	2.43		$	1.26
Pro forma		(1.32	)		2.28			1.10
Diluted earnings (loss) per share
As reported		(1.15	)		2.38			1.24
Pro forma		(1.32	)		2.23			1.08

New Accounting Pronouncements.    Effective June 1, 2002, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Its adoption did not have an immediate effect on the financial statements of the Company.

As of May 31, 2003, the Company adopted the disclosure requirements of SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure,” which provides for expanded disclosure concerning stock-based compensation, including disclosures in interim financial statements, and amends SFAS No. 123.

Effective June 1, 2003, the Company will adopt SFAS No. 143, “Accounting for Asset Retirement Obligations,” which establishes standards for accounting for legal obligations associated with the retirement of long-lived assets. The initial estimate of the present value of these future obligations indicates an impact of approximately $2.0 million on the results of operation and financial condition for fiscal 2004.

Effective June 1, 2003, the Company will adopt SFAS No. 145, “Recission of FASB Statements No. 4, 44, and 62, Amendment of FASB Statement No. 13, and Technical Corrections.” For most companies, SFAS No. 145 will require gains and losses on extinguishments of debt to be classified as income or loss from continuing operations rather than as extraordinary items as previously required under SFAS No. 4. Extraordinary treatment will be required for certain extinguishments as provided in APB Opinion No. 30. SFAS No. 145 also amends SFAS No. 13 to require certain modifications to capital leases be treated as a sale-leaseback and modifies the accounting for sub-leases when the original lessee remains a secondary obligor (or guarantor). Other than the

F-11

TEXAS INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ordinary loss to be recognized due to the early extinguishment of debt in the quarter ended August 31, 2003 as noted in the Long-term Debt footnote, its adoption is not expected to have a material impact on the financial statements of the Company.

Effective June 1, 2003, the Company will adopt SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The Company has no financial instruments for which a change in classification will be required.

In July 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which supersedes Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred as opposed to the date an entity commits to an exit plan. SFAS No. 146 was effective for exit or disposal activities initiated after December 31, 2002, and did not have any impact on the financial statements of the Company during the year ended May 31, 2003.

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” which requires a guarantor to recognize a liability for the fair value of the obligation at the inception of the guarantee. The recognition provisions are applied on a prospective basis to guarantees issued after December 31, 2002. Its adoption did not have an immediate effect on the financial statements of the Company.

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities,” clarifying the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The provisions of Interpretation No. 46 are applicable no later than July 1, 2003 and are not expected to have a material impact on the financial statements of the Company at adoption.

Working capital

Working capital totaled $211.6 million at May 31, 2003, compared to $202.6 million at the prior year-end.

Receivables consist of:

	2003		2002
	(In thousands)
Notes and interest receivable	$	2,897	$	13,100
Tax refund claims		1,982		4,364
Accounts receivable — net		56,952		38,674
	$	61,831	$	56,138

Accounts receivable are presented net of allowances for doubtful receivables of $4.4 million in 2003 and $4.7 million in 2002. Provisions for bad debts charged to expense were $2.9 million in 2003, $9.6 million in 2002 and $1.3 million in 2001. Uncollectible accounts written off amounted to $3.2 million in 2003, $7.5 million in 2002 and $2.0 million in 2001.

F-12

TEXAS INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Since March 1999, the Company has had an agreement to sell, on a revolving basis, an interest in a defined pool of trade receivables of up to $125 million. The maximum amount outstanding varies based upon the level of eligible receivables. Fees are variable and follow commercial paper rates. Sales are reflected as reductions of accounts receivable and as operating cash flows. As collections reduce previously sold interests, new accounts receivable are customarily sold. Fees and expenses of $2.8 million, $4.2 million and $7.6 million are included in selling, general and administrative expenses in 2003, 2002 and 2001, respectively. The Company, as agent for the purchaser, retained collection and administration responsibilities for the participating interests of the defined pool. The interest sold totaled $115.5 million at May 31, 2003 and $125 million at May 31, 2002. On June 6, 2003, the Company entered into an agreement whereby the entire outstanding interest in the defined pool of trade receivables previously sold was repurchased and the agreement to sell receivables was terminated.

Inventories consist of:

	2003		2002
	(In thousands)
Finished products	$	83,713	$	85,818
Work in process		64,072		56,504
Raw materials and supplies		122,988		134,160
	$	270,773	$	276,482

Inventories are stated at cost (not in excess of market) with approximately 58% of inventories using the last-in, first-out method (LIFO). If the average cost method (which approximates current replacement cost) had been used, inventory values would have been higher by $16.5 million in 2003 and $6.3 million in 2002.

Accrued interest, wages and other items consist of:

	2003		2002
	(In thousands)
Interest	$	4,768	$	5,292
Employee compensation		18,258		21,273
Income taxes		931		3,778
Property taxes and other		19,419		18,020
	$	43,376	$	48,363

F-13

TEXAS INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Long-term debt

Long-term debt is comprised of the following:

	2003		2002
	(In thousands)
Revolving credit facility maturing in 2004, current interest rates average 4.07%, plus a commitment fee at current annual rate of ..5% on the unused portion of the facility	$	95,000	$	90,000
Senior notes
Notes due through 2017, interest rates average 7.28%		200,000		200,000
Notes due through 2008, interest rates average 7.28%		75,000		75,000
Notes due through 2004, interest rates average 10.2%		8,000		16,000
Variable-rate industrial development revenue bonds collateralized by letters of credit
Bonds maturing in 2028, interest rate approximately 2.5%		50,000		50,000
Bonds maturing in 2029, interest rate approximately 2.5%		25,000		25,000
Bonds maturing in 2029, interest rate approximately 2.5%		20,500		20,500
Pollution control bonds, due through 2007, interest rate 3.19% (75% of prime)		3,855		4,535
Other, maturing through 2009, interest rates from 7.5% to 10%		522		3,156
		477,877		484,191
Less current maturities		732		9,228
	$	477,145	$	474,963

On June 6, 2003, the Company issued $600 million of 10.25% senior notes maturing June 15, 2011. The net proceeds were used to repay the outstanding debt under the revolving credit facility, repurchase all senior notes outstanding at May 31, 2003, and collateralize the letters of credit supporting the variable-rate industrial development revenue bonds prior to their retirement on August 1, 2003. The remaining proceeds were applied toward the cost of the Company’s agreement whereby the entire outstanding interest in the defined pool of trade receivables previously sold was repurchased and the agreement to sell receivables was terminated. The refinancing adds approximately 4% to the Company’s overall average effective interest rate. In the August 2003 quarter, the Company will recognize an ordinary loss on early extinguishment of debt of approximately $11.2 million, representing $8.5 million in premium or consent payments to holders of the existing senior notes and a write-off of $2.7 million of debt issuance costs associated with the debt repaid.

The new senior notes represent general unsecured senior obligations of the Company. The new senior notes were issued by Texas Industries, Inc. (the parent company), which has no independent assets or operations. All wholly owned subsidiaries of the Company, excluding minor subsidiaries without operations or material assets, have provided a joint and several, full and unconditional guarantee of the securities. The terms of the notes contain covenants that among other things provide for restrictions on the payment of dividends or repurchasing common stock, making certain investments, incurring additional debt or selling preferred stock, creating liens, and transferring assets. At any time prior to June 15, 2006, the Company may redeem up to 35% of the aggregate principal amount of the notes at a redemption price of 110.25% of the principal amount thereof, plus accrued interest, with the net cash proceeds from certain equity offerings. In addition, at any time on or prior to June 15, 2007, the Company may redeem all or part of the notes at a redemption price equal to the sum of the principal amount thereof, plus accrued interest and a make-whole premium. After June 15, 2007, the Company may redeem all or a part of the notes at a redemption price of 105.125% in 2007, 102.563% in 2008 and 100% in 2009 and thereafter.

F-14

TEXAS INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In addition, the Company has entered into a new senior secured credit facility, which will provide up to $200 million of available borrowings, subject to a borrowing base. The facility matures in June 2007 with borrowings limited based on the net amounts of eligible accounts receivable and inventory. Initial borrowings will bear annual interest at either the LIBOR based rate plus 2.5% or the prime rate plus .5%. These interest rate margins are subject to performance price adjustments. Commitment fees at an annual rate of .375% are to be paid on the unused portion of the facility. The Company may terminate the facility at anytime, and under certain circumstances may be required to pay a termination fee.

The senior secured credit facility is collateralized by first priority liens on substantially all of the Company’s existing and future acquired accounts receivable, inventory, deposit accounts and certain of its general intangibles. The new debt agreement contains covenants restricting, among other things, prepayment or redemption of notes, distributions, dividends and repurchases of capital stock and other equity interests, acquisitions and investments, indebtedness, liens and affiliate transactions. In addition, there is the requirement to meet certain financial tests and to maintain certain financial ratios if the excess availability under the senior secured credit facility falls below $30 million, including maintaining a fixed charge coverage ratio and meeting a minimum tangible net worth test.

A portion of the Company’s initial borrowing of $28.5 million under the senior secured credit facility was applied toward the repurchase of the outstanding interest in the defined pool of trade receivables previously sold. In addition, $17.7 million of the facility was reserved to support letters of credit.

The Company’s ability to incur additional debt is currently limited to borrowings available under the senior secured credit facility. The payment of cash dividends on Common Stock is currently limited to an annual amount of $7.0 million.

Based on the terms of the new debt, the amount of current maturities at May 31, 2003 relating to debt repaid has been classified as long-term. Including the Company’s initial borrowing under the new senior secured credit facility, annual maturities of long-term debt for each of the five succeeding years are $700,000, $700,000, $700,000, $700,000, and $29.7 million.

The amount of interest paid was $33.7 million in 2003, $43.6 million in 2002 and $50.9 million in 2001. No interest was capitalized in 2003 or 2002. Interest capitalized in 2001 totaled $15.6 million.

Operating leases

The Company leases certain mobile and other equipment, office space and other items which in the normal course of business are renewed or replaced by subsequent leases. Total expense for such operating leases (other than for mineral rights) amounted to $26.2 million in 2003, $29.0 million in 2002 and $32.0 million in 2001. Non-cancelable operating leases with an initial or remaining term of more than one year totaled $61.0 million at May 31, 2003. Estimated annual lease payments for the five succeeding years are $16.7 million, $11.2 million, $6.9 million, $4.7 million and $4.5 million.

Preferred securities of subsidiary

On June 5, 1998, TXI Capital Trust I (the “Trust”), a Delaware business trust wholly owned by the Company, issued 4,000,000 of its 5.5% Shared Preference Redeemable Securities (“Preferred Securities”) to the public for gross proceeds of $200 million. The combined proceeds from the issuance of the Preferred Securities

F-15

TEXAS INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

and the issuance to the Company of the common securities of the Trust were invested by the Trust in $206.2 million aggregate principal amount of 5.5% convertible subordinated debentures due June 30, 2028 (the “Debentures”) issued by the Company. At May 31, 2003, 3,998,744 Preferred Securities and $206.1 million aggregate principal amount of Debentures were outstanding. The Preferred Securities represent an undivided beneficial interest in the Company’s Debentures, which are intercompany debt held by the Trust. The Debentures and related trust investment in the Debentures have been eliminated in consolidation and the Preferred Securities reflected as outstanding in the accompanying consolidated financial statements.

Holders of the Preferred Securities are entitled to receive cumulative cash distributions at an annual rate of $2.75 per Preferred Security (equivalent to a rate of 5.5% per annum of the stated liquidation amount of $50 per Preferred Security). The Company has guaranteed, on a subordinated basis, distributions and other payments due on the Preferred Securities, to the extent the Trust has funds available therefor and subject to certain other limitations (the “Guarantee”). The Guarantee, when taken together with the obligations of the Company under the Debentures, the Indenture pursuant to which the Debentures were issued, and the Amended and Restated Trust Agreement of the Trust (including its obligations to pay costs, fees, expenses, debts and other obligations of the Trust [other than with respect to the Preferred Securities and the common securities of the Trust]), provide a full and unconditional guarantee of amounts due on the Preferred Securities.

The Debentures are redeemable for cash, at par, plus accrued and unpaid interest, under certain circumstances relating to federal income tax matters or in whole or in part at the option of the Company. Upon any redemption of the Debentures, a like aggregate liquidation amount of Preferred Securities will be redeemed. The Preferred Securities do not have a stated maturity date, although they are subject to mandatory redemption upon maturity of the Debentures on June 30, 2028, or upon earlier redemption.

Each Preferred Security is convertible at any time prior to the close of business on June 30, 2028, at the option of the holder into shares of the Company’s common stock at a conversion rate of .72218 shares of the Company’s common stock for each Preferred Security.

Shareholders’ equity

Common stock consists of:

	2003	2002
	(In thousands)
Shares authorized	40,000	40,000
Shares outstanding at May 31	21,061	21,026
Shares held in treasury	4,006	4,041
Shares reserved for stock options and other	3,405	3,503

There are authorized 100,000 shares of Cumulative Preferred Stock, no par value, of which 20,000 shares are designated $5 Cumulative Preferred Stock (Voting), redeemable at $105 per share and entitled to $100 per share upon dissolution. An additional 25,000 shares are designated Series B Junior Participating Preferred Stock. The Series B Preferred Stock is not redeemable and ranks, with respect to the payment of dividends and the distribution of assets, junior to (i) all other series of the Preferred Stock unless the terms of any other series shall provide otherwise and (ii) the $5 Cumulative Preferred Stock. Pursuant to a Rights Agreement, in November 1996, the Company distributed a dividend of one preferred share purchase right for each outstanding share of the Company’s Common Stock. Each right entitles the holder to purchase from the Company one two-thousandth of a share of the Series B Junior Participating Preferred Stock at a price of $122.50, subject to adjustment. The

F-16

TEXAS INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

rights will expire on November 1, 2006 unless the date is extended or the rights are earlier redeemed or exchanged by the Company pursuant to the Rights Agreement.

Stock option plan

The Company’s stock option plan as approved by shareholders expires July 14, 2003. The plan provides that non-qualified and incentive stock options to purchase Common Stock may be granted to directors, officers and key employees at market prices at date of grant. Outstanding options become exercisable in installments beginning one year after date of grant and expire ten years later.

A summary of option transactions for the three years ended May 31, 2003, follows:

	Shares Under Option		Weighted-Average Option Price
Outstanding at May 31, 2000	2,162,125		$	29.86
Granted	397,850			29.71
Exercised	(90,020	)		19.31
Canceled	(67,950	)		37.43
Outstanding at May 31, 2001	2,402,005			30.02
Granted	227,300			36.20
Exercised	(191,362	)		23.05
Canceled	(38,790	)		38.61
Outstanding at May 31, 2002	2,399,153			31.02
Granted	952,600			22.65
Exercised	(21,880	)		23.40
Canceled	(24,450	)		40.88
Outstanding at May 31, 2003	3,305,423		$	28.59

Options exercisable as of May 31 were 1,803,933 shares in 2003, 1,567,983 shares in 2002 and 1,401,705 shares in 2001 at a weighted-average option price of $30.12, $29.04 and $27.29, respectively. The following table summarizes information about stock options outstanding as of May 31, 2003.

	Range of Exercise Prices
	$12.03 - $16.85		$21.39 - $32.54		$36.52 - $50.57
Options outstanding
Shares outstanding		264,011		2,276,362		765,050
Weighted-average remaining life in years		1.20		6.93		6.30
Weighted-average exercise price	$	15.49	$	25.42	$	42.53
Options exercisable
Shares exercisable		264,011		1,038,932		500,990
Weighted-average exercise price	$	15.49	$	26.87	$	44.57

No options were granted after May 31, 2003 prior to the plan’s expiration. Current outstanding options expire on various dates to May 15, 2013.

Income Taxes

The Company received income tax refunds of $2.8 million in 2003 and $25.5 million in 2002 and made income tax payments of $2.8 million, $2.2 million and $13.5 million in 2003, 2002 and 2001, respectively.

F-17

TEXAS INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The provisions for income taxes are composed of:

	2003			2002			2001
	(In thousands)
Current (benefit)	$	1,843		$	(708	)	$	(7,461	)
Deferred (benefit)		(14,188	)		25,832			22,659
Expense*	$	(12,345	)	$	25,124		$	15,198

* Excludes tax benefit related to preferred securities of subsidiary of $3.8 million, $3.9 million and $3.9 million in 2003, 2002 and 2001, respectively.

A reconcilement from statutory federal taxes to the preceding provisions follows:

	2003			2002			2001
	(In thousands)
Taxes at statutory rate	$	(10,288	)	$	29,243		$	17,000
Additional depletion		(3,552	)		(5,213	)		(4,505	)
Nondeductible goodwill		—			—			1,007
State income tax		406			1,492			583
Nontaxable insurance benefits		(905	)		(845	)		(736	)
Other — net		1,994			447			1,849
	$	(12,345	)	$	25,124		$	15,198

The components of the net deferred tax liability at May 31 are summarized below.

	2003			2002
	(In thousands)
Deferred tax assets
Deferred compensation	$	14,096		$	10,175
Expenses not currently tax deductible		8,064			5,064
Tax cost in inventory		48			696
Alternative minimum tax credit carryforward		12,887			15,319
Net operating loss carryforward		31,673			—
Total deferred tax assets		66,768			31,254
Deferred tax liabilities
Accelerated tax depreciation		158,510			146,532
Deferred real estate gains		5,271			5,022
Other		4,560			3,048
Total deferred tax liabilities		168,341			154,602
Net deferred tax liability		101,573			123,348
Less current portion (asset)		(14,015	)		(11,786	)
Long-term deferred tax liability	$	115,588		$	135,134

An adjustment to the Company’s pension liability resulted in a deferred tax asset of $3.2 million in 2003. The $12.9 million alternative minimum tax credit carryforward does not expire and is available for offset against future regular income tax. In addition, the Company has $90.5 million in federal net operating loss carryforwards, which expire in 2023.

F-18

TEXAS INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Legal Proceedings and Contingent Liabilities

The Company is subject to federal, state and local environmental laws and regulations concerning, among other matters, air emissions, furnace dust disposal and wastewater discharge. The Company believes it is in substantial compliance with applicable environmental laws and regulations, however, from time to time the Company receives claims from federal and state environmental regulatory agencies and entities asserting that the Company is or may be in violation of certain environmental laws and regulations. Based on its experience and the information currently available to it, the Company believes that such claims will not have a material impact on its financial condition or results of operations. Despite the Company’s compliance and experience, it is possible that the Company could be held liable for future charges which might be material but are not currently known or estimable. In addition, changes in federal or state laws, regulations or requirements or discovery of currently unknown conditions could require additional expenditures by the Company.

A wholly owned subsidiary of the Company based in California received a complaint from the California air regulatory authorities in connection with its manufacturing operations. The subsidiary makes lightweight clay aggregate by heating clay pellets in two natural gas-fired kilns. The complaint alleges violations of the subsidiary’s air emissions permit, but does not specify the amount of any monetary sanction which may be sought. The amount of any possible sanctions is not currently estimable. The Company believes that the subsidiary is in substantial compliance with its permit limitations.

The Company and subsidiaries are defendants in lawsuits which arose in the normal course of business. In management’s judgment (based on the opinion of counsel) the ultimate liability, if any, from such legal proceedings will not have a material effect on the consolidated financial position or results of operations of the Company.

In November 1998, Chaparral Steel Company, a wholly owned subsidiary, filed an action in the District Court of Ellis County, Texas against certain graphite electrode suppliers seeking damages for illegal restraints of trade in the sale of graphite electrodes.

Retirement Plans

Substantially all employees of the Company are covered by a series of defined contribution retirement plans. The amount of pension expense charged to costs and expenses for the above plans was $6.1 million in 2003, $6.2 million in 2002 and $5.5 million in 2001. It is the Company’s policy to fund the plans to the extent of charges to income.

Approximately 550 employees and retirees of an acquired subsidiary are covered by a defined benefit pension plan and a postretirement health benefit plan. The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the defined benefit pension plan was $39.3 million, $36.6 million, and $24.5 million at May 31, 2003. The amount of expense charged to costs and expenses was $1.3 million in 2003, $1.1 million in 2002, and $800,000 in 2001. Payments under this plan amounted to $1.5 million in 2003, $1.9 million in 2002 and $1.2 million in 2001. The Company recorded an adjustment to the pension liability of $9.1 million in 2003, representing an excess of unfunded accumulated benefit obligation over previously recorded pension cost liabilities. The increase in unfunded accumulated benefit obligations was primarily attributable to a reduction in the assumed discount rate to 6%.

The accumulated benefit obligation for the postretirement health benefit plan, which is unfunded, was $12.8 million at May 31, 2003. The retiree health care benefit obligation was determined using health care cost trend rates of 12% for 2004, decreasing by 1% each year until 2009 when the rate is 6%. The amount of both expenses charged to costs and expenses and payments under this plan were approximately $400,000 in each of the three years in the period ending 2003.

F-19

TEXAS INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Incentive Plans

All personnel employed as of May 31 share in the pretax income of the Company for the year then ended based on predetermined formulas. The duration of most of the plans is one year; certain executives are additionally covered under a three-year plan. All plans are subject to annual review by the Company’s Board of Directors. The expense included in selling, general and administrative was $1.3 million, $3.5 million and $7.2 million for 2003, 2002 and 2001, respectively.

Certain executives of Chaparral participate in a deferred compensation plan based on a five-year average of earnings. No expense was incurred in 2003 or 2002. Amounts recorded as reductions to prior year accruals under the plan were $1.8 million in 2001.

Business Segments

The Company has two reportable segments: cement, aggregate and concrete products (the “CAC” segment) and steel (the “Steel” segment). The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because of significant differences in manufacturing processes, distribution and markets served. Through the CAC segment the Company produces and sells cement, stone, sand and gravel, expanded shale and clay aggregate, and concrete products. Through its Steel segment, the Company produces and sells structural steel, piling products, specialty bar products, merchant bar-quality rounds, reinforcing bar and channels. Operating profit is net sales less operating costs and expenses, excluding general corporate expenses and interest expense. Identifiable assets by segment are those assets that are used in the Company’s operation in each segment. Corporate assets consist primarily of cash, real estate and other financial assets not identified with a major business segment. Operating results and certain other financial data for the Company’s business segments are presented on pages 31 and 32 under “Business Segments” of Management’s Discussion and Analysis of Financial Condition and Results of Operations, and are incorporated herein by reference.

F-20

TEXAS INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Quarterly financial information (unaudited)

The Company has reclassified freight and delivery costs from net sales to cost of products sold in all periods presented. The reclassifications resulted in an increase in net sales and cost of products sold with no effect on the Company’s operating profit (loss) or net income (loss). The following is a summary of quarterly financial information (in thousands except per share).

	Aug.			Nov.			Feb.			May
2003
Net sales
CAC	$	197,840		$	175,302		$	147,819		$	197,157
Steel		168,157			162,368			148,592			166,874
		365,997			337,670			296,411			364,031
Operating profit (loss)
CAC		28,428			21,625			6,711			23,954
Steel		(3,207	)		(13,884	)		(12,493	)		(19,049	)
		25,221			7,741			(5,782	)		4,905
Net income (loss)		3,915			(3,340	)		(17,218	)		(7,554	)
Per share
Net income (loss)
Basic		.19			(.16	)		(.81	)		(.36	)
Diluted		.18			(.16	)		(.81	)		(.36	)
Dividends		.075			.075			.075			.075
Stock price
High		37.70			29.59			28.25			22.30
Low		23.74			21.00			19.50			17.35
2002
Net sales
CAC	$	213,747		$	184,625		$	167,290		$	196,752
Steel		175,688			176,108			158,936			174,496
		389,435			360,733			326,226			371,248
Operating profit (loss)
CAC		37,372			31,314			20,882			29,666
Steel		(6,894	)		12,680			9,788			15,807
		30,478			43,994			30,670			45,473
Net income		5,011			16,590			6,117			23,558
Per share
Net income
Basic		.24			.79			.29			1.11
Diluted		.23			.76			.28			1.03
Dividends		.075			.075			.075			.075
Stock price
High		42.14			42.00			38.84			44.85
Low		31.45			23.00			33.30			37.20

F-21

$600,000,000

Texas Industries, Inc.

Offer to Exchange all of Our Outstanding

10 ¹/4% Senior Notes due 2011 for

10 ¹/4% Senior Notes due 2011, Which

Have Been Registered Under the

Securities Act of 1933

PROSPECTUS

                        , 2003

No person has been authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus, and, if given or made, such other information or representations must not be relied upon as having been authorized by TXI. Neither the delivery of this prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of TXI since the date of this prospectus or that the information contained in this prospectus is correct as of any time subsequent to its date. This prospectus does not constitute an offer to sell nor or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

The following contains summaries of certain circumstances in which indemnification is provided pursuant to the Certificate of Incorporation and Bylaws of Texas Industries, Inc. (the “Company”) and the guarantor subsidiaries. Such summaries are qualified in their entirety by reference to the referenced statutes, Certificates or Articles of Incorporation and Bylaws.

Delaware Corporations—The Company; Chaparral Steel Company; Chaparral Steel Holdings, Inc.; Athens Brick Company; Brookhollow Corporation; Chaparral Steel Texas, Inc.; Chaparral (Virginia) Inc.; Creole Corporation; Riverside Cement Holdings Company; Texas Industries Holdings, Inc.; TXI California Inc.; TXI Cement Company; TXI Corp. and TXI Riverside Inc.

Section 145 of the Delaware General Corporation Law (the “DGCL”), under certain circumstances, provides for the indemnification of officers, directors, employees, and agents against liabilities, which they may incur in such capacities. Section 145 provides that a Delaware corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement in connection with specified actions, suits and proceedings, whether civil, criminal, administrative or investigative (other than action by or in the right of the corporation — a “derivative action”), if they 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 reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement, or otherwise. Under the DGCL, a corporation may advance funds to the person requesting indemnity, provided that the corporation receives an understanding that the person will repay the advanced funds if it is ultimately determined that he is not entitled to indemnification. The DGCL also permits corporations to provide that a director of such corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The following information summarizes applicable provisions of the certificates of incorporation and bylaws of the Company and guarantor subsidiaries.

The Company.    The Company’s Certificate of Incorporation provides that a director of such corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. It also provides that any director or officer seeking indemnification shall be indemnified for actions taken in good faith on behalf or for the benefit of the corporation to the fullest extent permitted by the laws of the state of Delaware. The Company’s Bylaws provide that any person seeking indemnification shall be indemnified to the fullest extent permitted by DGCL. The Company’s Bylaws provide that all expenses (including attorneys’ fees), costs, judgments, fines and amounts paid in settlement actually and reasonably incurred by a director or officer seeking indemnification shall be paid by the Company in advance of the final disposition of the action, suit or proceeding. However, as a condition to any such advance, the Company must receive an undertaking by or on behalf of such person to repay the amounts advanced if a final adjudication is made by a court of competent jurisdiction that such person was not entitled to indemnification.

Chaparral Steel Company.    The Restated Certificate of Incorporation of Chaparral Steel Company provides that a director of such corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. It does provide for liability (i) for breach of the duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional

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misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (governing distributions to stockholders), or (iv) for any transaction for which a director derives an improper personal benefit. The Restated Certificate of Incorporation provides that any director or officer seeking indemnification shall be indemnified for actions taken in good faith on behalf or for the benefit of the corporation to the fullest extent permitted by the DGCL. The Bylaws provide that any person seeking indemnification may be indemnified to the fullest extent permitted by laws of the state of Delaware.

Chaparral Steel Holdings, Inc.    The Certificate of Incorporation of Chaparral Steel Holdings, Inc. provides that a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The Certificate of Incorporation and Bylaws provide that any director or officer seeking indemnification shall be indemnified to the fullest extent permitted by the laws of the state of Delaware.

Athens Brick Company.    The Bylaws of Athens Brick Company provide that any director, officer or employee seeking indemnification shall be indemnified unless he is adjudged in the action brought against him to be liable for negligence or misconduct in the performance of his duties as director, officer or employee. If the action is settled, however, the right of indemnification shall be applicable only if a majority of the Board of Directors determines that the director, officer or employee seeking indemnification had not been substantially derelict in the performance of his duties as charged in the action.

Brookhollow Corporation.    The Certificate of Incorporation of Brookhollow Corporation provides that any director, officer or employee seeking indemnification shall be indemnified unless he is adjudged in the action brought against him to be liable for negligence or misconduct in the performance of his duties as director, officer or employee. If the action is settled, however, the right of indemnification shall be applicable only if a majority of the Board of Directors determines that the director, officer or employee seeking indemnification had not been substantially derelict in the performance of his duties as charged in the action.

Chaparral Steel Texas, Inc.    The Certificate of Incorporation of Chaparral Steel Texas, Inc. provides that a director of such corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The Bylaws provide that any director or officer seeking indemnification shall be indemnified to the fullest extent permitted by the laws of the state of Delaware.

Chaparral (Virginia) Inc.    The Certificate of Incorporation of Chaparral (Virginia) Inc. provides that a director of such corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. It does provide for liability (i) for breach of the 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 DGCL (governing distributions to stockholders), or (iv) for any transaction for which a director derives an improper personal benefit. The Bylaws provide that any person seeking indemnification may be indemnified to the fullest extent permitted by the laws of the state of Delaware.

Creole Corporation.    The Certificate of Incorporation of Creole Corporation provides that any director or officer seeking indemnification shall be indemnified for actions taken in good faith on behalf or for the benefit of the corporation to the fullest extent permitted by the laws of the state of Delaware. The Bylaws provide that any director, officer or employee seeking indemnification shall be indemnified unless he is adjudged in the action brought against him to be liable for negligence or misconduct in the performance of his duties as director, officer or employee. If the action is settled, however, the right of indemnification shall be applicable only if a majority of the Board of Directors determines that the director, officer or employee seeking indemnification had not been substantially derelict in the performance of his duties as charged in the action.

Riverside Cement Holdings Company.    Neither the Certificate of Incorporation nor the Bylaws of Riverside Cement Holdings Company contain any provisions dealing with the indemnification of officers and directors.

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Texas Industries Holdings, Inc.    The Certificate of Incorporation and Bylaws of Texas Industries Holdings, Inc. provide that any director or officer seeking indemnification shall be indemnified to the fullest extent permitted by the laws of the state of Delaware.

TXI California, Inc.    The Certificate of Incorporation of TXI California, Inc. provides that a director of such corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. It does provide for liability (i) for breach of the 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 DGCL (governing distributions to stockholders), or (iv) for any transaction for which a director derives an improper personal benefit. The Bylaws provide that any person seeking indemnification may be indemnified to the fullest extent permitted by the laws of the state of Delaware.

TXI Cement Company.    Neither the Certificate of Incorporation nor the Bylaws of TXI Cement Company contain any provisions dealing with the indemnification of officers and directors.

TXI Corp.    The Certificate of Incorporation of TXI Corp. provides that a director of such corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The Certificate of Incorporation and Bylaws provide that any director or officer seeking indemnification shall be indemnified to the fullest extent permitted by the laws of the state of Delaware.

TXI Riverside Inc.    The Certificate of Incorporation of TXI Riverside Inc. provides that a director of such corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. It does provide for liability (i) for breach of the 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 DGCL (governing distributions to stockholders), or (iv) for any transaction for which a director derives an improper personal benefit. The Bylaws provide that any person seeking indemnification may be indemnified to the fullest extent permitted by the laws of the state of Delaware.

Delaware Statutory Trusts—Chaparral Steel Trust; Texas Industries Trust and TXI Operating Trust

Section 3817 of the Delaware Statutory Trust Act states that statutory trusts shall have the power to indemnify and hold harmless any trustee or beneficial owner or other person from and against all claims and demands, subject to standards and restrictions set forth in the governing instrument of such statutory trust. It also expressly states that the absence of provisions in the governing instrument of a statutory trust addressing indemnification does not deprive any trustee or beneficial owner or other person of the right to indemnity.

The Trust Agreements of Chaparral Steel Trust, Texas Industries Trust and TXI Operating Trust provide that no trustee or officer of such trust shall be liable to the trust or any trustee or the beneficiary for any act or omission, nor shall any such trustee be held to personal liability in connection with the affairs of the trust, except for those arising from his bad faith, willful misfeasance, gross negligence or reckless disregard of his duties. The Trust Agreements provide that trustees and officers shall be indemnified against expenses and liabilities incurred by such person as a result of his service in such capacity to the trust. Trustees and officers are not entitled to indemnification, however, with respect to any action initiated by a trustee or officer of the trust. The Trust Agreements also provide that expenses incurred by a trustee or officer seeking indemnification shall be paid by the trust in advance of the final disposition of the action, suit or proceeding. However, as a condition to any such advance, the trust must receive an undertaking by or on behalf of such person to repay the amounts advanced if a final adjudication is made by a court of competent jurisdiction that such person was not entitled to indemnification.

Delaware Limited Partnerships—Chaparral Steel Midlothian, LP; TXI Operations, LP and TXI Star Recycling, LP

Section 18-108 of the Delaware Revised Limited Partnership Act provides that Delaware limited partnerships shall have the power to indemnify and hold harmless any partner or other person from and against

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all claims and demands, subject to standards and restrictions set forth in the partnership agreement of such limited partnership.

The Agreements of Limited Partnership of Chaparral Steel Midlothian, LP; TXI Operations, LP and TXI Star Recycling, LP provide that, to the extent the partnership has assets legally available for that purpose, the partnership will indemnify and hold harmless the general partner and any partner, shareholder, director or officer from and against losses incurred in connection with the business of the partnership, except to the extent that such loss is due to the person’s gross negligence, willful misconduct, knowing violation of law or breach of fiduciary responsibilities to the partnership or the limited partner.

California Corporations—Pacific Custom Materials, Inc. and Partin Limestone Products, Inc.

Under Section 317 of the California Corporations Code (the “CCC”), a corporation may indemnify a director, officer, employee or agent of a corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred if he acted in good faith and in a manner 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 reasonable cause to believe his or her conduct was unlawful. In the case of an action brought by or in the right of a corporation, the corporation may indemnify a director, officer, employee or agent of the corporation against expenses (including attorneys’ fees) actually and reasonably incurred if he acted in good faith and in a manner reasonably believed to be in the best interests of the corporation, except that no indemnification shall be made: (1) in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless a court finds that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper, (2) for amounts paid in settling or otherwise disposing of a pending action without court approval, and (3) for expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

Pacific Custom Materials.    The Articles of Incorporation and the Bylaws of Pacific Custom Materials, Inc. state that the liability of directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. The Bylaws provide that the corporation shall indemnify any person seeking indemnity in the amount and in the manner provided by the CCC. The Bylaws further provide that if the person is successful on the merits, the corporation shall indemnify him for expenses actually and reasonably incurred. Unless indemnification is require because of the person’s successful defense on the merits, the Bylaws require that a determination of entitlement to indemnification be made in the manner proscribed by the Bylaws of the corporation.

Partin Limestone Products, Inc.    Neither the Certificate of Incorporation nor the Bylaws of Partin Limestone Products, Inc. contain any provisions dealing with the indemnification of officers and directors.

California General Partnership—Riverside Cement Company

Section 16401 of the California Corporations Code states that a partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.

The Joint Venture Agreement of Riverside Cement Company and the amendments thereto do not contain any provisions dealing with the indemnification of partners and officers of the partnership.

Texas Corporations—Brook Hollow Properties, Inc.; Southwestern Financial Corporation; TXI Transportation Company; TXI Aviation, Inc. and TXI Power Company

Under Art. 2.02-1 of the Texas Business Corporation Act, subject to the procedures and limitations stated therein, a corporation may indemnify any person who was, is or is threatened to be made a named defendant or

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respondent in a proceeding because the person is or was a director or officer against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including court costs and attorneys’ fees) actually incurred by the person in connection with the proceeding. Art. 2.02-1 requires a corporation to indemnify a director or officer against reasonable expenses (including court costs and attorneys’ fees) incurred by him in connection with a proceeding in which he is a named defendant or respondent because he is or was a director or officer if he has been wholly successful, on the merits or otherwise, in the defense of the proceeding. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.

Brook Hollow Properties, Inc. and TXI Transportation Company.    The Certificates of Incorporation and the Bylaws of Brook Hollow Properties, Inc. and TXI Transportation Company do not contain any provisions dealing with the indemnification of officers and directors.

Southwestern Financial Corporation; TXI Aviation, Inc. and TXI Power Company.    The Bylaws of Southwestern Financial Corporation; TXI Aviation, Inc. and TXI Power Company provide that any person seeking indemnification may be indemnified to the fullest extent permitted by the laws of the state of Texas.

Virginia Corporation—Brookhollow of Virginia, Inc.

Under Section 13.1-697 of Chapter 9 of Title 13.1 of the Code of Virginia, a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if he conducted himself in good faith; and he believed: that his conduct was in its best interests of the corporation or at least not opposed to its best interests; and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. In a proceeding by or in the right of the corporation, no indemnification shall be made in respect of any matter as to which an officer or director is adjudged to be liable to the corporation, unless the court in which the proceeding took place determines that, despite such liability, such person is reasonably entitled to indemnification in view of all the relevant circumstances. In any other proceeding, no indemnification shall be made if the director or officer is adjudged liable to the corporation on the basis that he improperly received personal benefit. Corporations are given the power to make any other or further indemnity, including advancement of expenses, to any director or officer that may be authorized by the articles of incorporation or any bylaw made by the shareholders, or any resolution adopted, before or after the event, by the shareholders, except an indemnity against willful misconduct or a knowing violation of the criminal law. Unless limited by its articles of incorporation, indemnification of a director or officer is mandatory when he entirely prevails in the defense of any proceeding to which he is a party because he is or was a director or officer.

Article ten of Chapter 9 of Title 13.1 of the Code of Virginia permits a Virginia corporation to indemnify any director or officer for reasonable expenses incurred in any legal proceeding in advance of final disposition of the proceeding, if the director or officer furnishes the corporation a written statement of his good faith belief that he has met the standard of conduct prescribed by the Code, and a determination is made by the board of directors that such standard has been met.

Neither the Certificate of Incorporation nor the Bylaws of Brookhollow of Virginia, Inc. contain any provisions dealing with the indemnification of officers and directors.

Louisiana Corporation—Brookhollow of Alexandria, Inc.

Section 83 of the Louisiana Business Corporation Law or the LBCL, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another business, foreign or

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nonprofit corporation, partnership, joint venture or other enterprise. The indemnity may include expenses, including attorney fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he 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 reasonable cause to believe his conduct was unlawful. Section 83 further provides that a Louisiana corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions except that no indemnification is permitted without judicial approval if the director or officer shall have been adjudged to be liable for willful or intentional misconduct in the performance of his duty to the corporation. Where an officer or director is successful on the merits or otherwise in any defense of any action referred to above or any claim therein, the corporation must indemnify him against such expenses that such officer or directly actually incurred. Section 83 permits a corporation to pay expenses incurred by the officer or director in defending an action, suit or proceeding in advance of the final disposition thereof if approved by the board of directors.

The Bylaws of Brookhollow of Alexandria, Inc. provide that any person seeking indemnification may be indemnified to the fullest extent permitted by the laws of the state of Louisiana.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the an entity pursuant to the foregoing provisions, or otherwise, such entities have 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.

Item 21(a).    Exhibits.

The information required by this Item 21(a) is set forth in the Index to Exhibits accompanying this Registration Statement and is incorporated herein by reference.

Item 22.    Undertakings.

(a)  The undersigned registrants hereby undertake:

(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;

(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(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 (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

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(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.

(b)  The registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants’ annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(c)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have 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 registrants of expenses incurred or paid by a director, officer or controlling person of the registrants 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 registrants 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 Securities Act and will be governed by the final adjudication of such issue.

(d)  The undersigned registrants hereby undertake to respond to requests for information that are incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e)  The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

TEXAS INDUSTRIES, INC.
By:	/s/    ROBERT D. ROGERS
	Robert D. Rogers President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    ROBERT D. ROGERS         Robert D. Rogers	President, Chief Executive Officer, and Director (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Vice President—Finance and Director (principal accounting and financial officer)	September 16, 2003
/s/    GERALD R. HEFFERNAN         Gerald R. Heffernan	Director	September 16, 2003
/s/    ROBERT ALPERT         Robert Alpert	Director	September 16, 2003
/s/    JOHN M. BELK         John M. Belk	Director	September 16, 2003
/s/    GORDON E. FORWARD         Gordon E. Forward	Director	September 16, 2003
/s/    JAMES M. HOAK, JR.         James M. Hoak, Jr.	Director	September 16, 2003

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Signature	Title	Date
/s/    DAVID A. REED         David A. Reed	Director	September 16, 2003
/s/    EUGENIO CLARIOND REYES         Eugenio Clariond Reyes	Director	September 16, 2003
/s/    IAN WACHTMEISTER         Ian Wachtmeister	Director	September 16, 2003
/s/    ELIZABETH C. WILLIAMS         Elizabeth C. Williams	Director	September 16, 2003

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington, D.C., on September 16, 2003.

ATHENS BRICK COMPANY
By:	/s/    JAMES B. ROGERS
	James B. Rogers President

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    JAMES B. ROGERS         James B. Rogers	President (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Vice President—Finance and Director (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Director	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on September 16, 2003.

BROOKHOLLOW CORPORATION
By:	/s/    BARRY M. BONE
	Barry M. Bone President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    BARRY M. BONE         Barry M. Bone	President and Chief Executive Officer (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Vice President—Finance and Director (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Director	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on September 16, 2003.

BROOK HOLLOW PROPERTIES, INC.
By:	/s/    BARRY M. BONE
	Barry M. Bone President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    BARRY M. BONE         Barry M. Bone	President and Chief Executive Officer (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Vice President—Finance Director (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Director	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on September 16, 2003.

BROOKHOLLOW OF ALEXANDRIA, INC.
By:	/s/    BARRY M. BONE
	Barry M. Bone President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    BARRY M. BONE         Barry M. Bone	President and Chief Executive Officer (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Vice President—Finance and Director (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Director	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on September 16, 2003.

BROOKHOLLOW OF VIRGINIA, INC.
By:	/s/    BARRY M. BONE
	Barry M. Bone President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    BARRY M. BONE         Barry M. Bone	President and Chief Executive Officer (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Vice President—Finance and Director (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Director	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

CHAPARRAL STEEL COMPANY
By:	/s/    TOMMY A. VALENTA
	Tommy A. Valenta President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    TOMMY A. VALENTA         Tommy A. Valenta	President and Chief Executive Officer (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Executive Vice President—Finance and Director (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Director	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

CHAPARRAL STEEL HOLDINGS, INC.
By:	/s/    RICHARD M. FOWLER
	Richard M. Fowler President

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    RICHARD M. FOWLER         Richard M. Fowler	President and Director (principal executive and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Vice President—Accounting and Director (principal accounting officer)	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

CHAPARRAL STEEL TRUST
By	/s/    RICHARD M. FOWLER
	Richard M. Fowler President

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    RICHARD M. FOWLER         Richard M. Fowler	President and Managing Trustee (principal executive officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Vice President—Accounting and Managing Trustee (principal accounting and financial officer)	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Managing Trustee	September 16, 2003

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

CHAPARRAL STEEL TEXAS, INC.
By	/s/    TOMMY A. VALENTA
	Tommy A. Valenta President

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    TOMMY A. VALENTA         Tommy A. Valenta	President (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Vice President and Chief Financial Officer and Director (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Director	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

CHAPARRAL STEEL MIDLOTHIAN, LP
By:	CHAPARRAL STEEL TEXAS, INC., its general partner
	By:	/s/    TOMMY A. VALENTA
		Tommy A. Valenta President

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    TOMMY A. VALENTA         Tommy A. Valenta	President of its general partner (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Vice President and Chief Financial Officer and Director of its general partner (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Director of its general partner	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director of its general partner	September 16, 2003

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

CHAPARRAL (VIRGINIA) INC.
By	/s/    TOMMY A. VALENTA
	Tommy A. Valenta President

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    TOMMY A. VALENTA         Tommy A. Valenta	President (principal executive officer)	September 16, 2003
/s/    ROBERT M. FOWLER         Richard M. Fowler	Executive Vice President—Finance and Director (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Director	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

CREOLE CORPORATION
By	/s/    MEL G. BREKHUS
	Mel G. Brekhus President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    MEL G. BREKHUS         Mel G. Brekhus	President and Chief Executive Officer (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Vice President—Finance and Director (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Director	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

PACIFIC CUSTOM MATERIALS, INC.
By	/s/    MEL G. BREKHUS
	Mel G. Brekhus President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    MEL G. BREKHUS         Mel G. Brekhus	President and Chief Executive Officer (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Vice President—Finance and Director (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Director	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

RIVERSIDE CEMENT COMPANY
By:	TXI CALIFORNIA INC., its general partner
	By:	/s/    MEL G. BREKHUS
		Mel G. Brekhus President and Chief Executive Officer
By:	TXI RIVERSIDE INC., its general partner
	By:	/s/    MEL G. BREKHUS
		Mel G. Brekhus President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    MEL G. BREKHUS         Mel G. Brekhus	General Manager and Chief Executive Officer (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Assistant General Manager—Finance, Member of Management Committee and Director of each general partner (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Member of Management Committee and Director of each general partner	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Member of Management Committee and Director of each general partner	September 16, 2003

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

PARTIN LIMESTONE PRODUCTS, INC.
By	/s/    MEL G. BREKHUS
	Mel G. Brekhus President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    MEL G. BREKHUS         Mel G. Brekhus	President and Chief Executive Officer (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Vice President—Finance and Director (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Director	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

RIVERSIDE CEMENT HOLDINGS COMPANY
By	/s/    MEL G. BREKHUS
	Mel G. Brekhus President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    MEL G. BREKHUS         Mel G. Brekhus	President and Chief Executive Officer (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Vice President—Finance and Director (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Director	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on September 16, 2003.

SOUTHWESTERN FINANCIAL CORPORATION
By	/s/    BARRY M. BONE
	Barry M. Bone President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    BARRY M. BONE         Barry M. Bone	President and Chief Executive Officer (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Vice President—Finance and Director (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Director	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

TEXAS INDUSTRIES HOLDINGS, INC.
By	/s/    RICHARD M. FOWLER
	Richard M. Fowler President

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    RICHARD M. FOWLER         Richard M. Fowler	President and Director (principal executive officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Vice President—Accounting and Director (principal accounting and financial officer)	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

TEXAS INDUSTRIES TRUST
By	/s/    RICHARD M. FOWLER
	Richard M. Fowler President

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    RICHARD M. FOWLER         Richard M. Fowler	President and Managing Trustee (principal executive and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Vice President—Accounting and Managing Trustee (principal accounting officer)	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Managing Trustee	September 16, 2003

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

TXI AVIATION, INC.
By	/s/    ROSCOE C. ARMSTRONG
	Roscoe C. Armstrong President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    ROSCOE C. ARMSTRONG         Roscoe C. Armstrong	President and Chief Executive Officer (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Vice President—Finance and Director (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Director	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

TXI CALIFORNIA INC.
By	/s/    MEL G. BREKHUS
	Mel G. Brekhus President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    MEL G. BREKHUS         Mel G. Brekhus	President and Chief Executive Officer (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Vice President—Finance and Director (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Director	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

TXI CEMENT COMPANY
By	/s/    JAMES R. MCCRAW
	James R. McCraw President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    JAMES R. MCCRAW         James R. McCraw	President, Chief Executive Officer and Director (principal executive and accounting officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Vice President—Finance and Director (principal financial officer)	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

TXI CORP.
By	/s/    RICHARD M. FOWLER
	Richard M. Fowler President

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    RICHARD M. FOWLER         Richard M. Fowler	President (principal executive and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Vice President—Accounting and Director (principal accounting officer)	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

TXI OPERATING TRUST
By:	/s/    MEL G. BREKHUS
	Mel G. Brekhus President

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    MEL G. BREKHUS         Mel G. Brekhus	President (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Vice President—Chief Financial Officer and Managing Trustee (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Managing Trustee	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Managing Trustee	September 16, 2003

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

TXI OPERATIONS, LP
By:	TXI OPERATING TRUST, its general partner
	By:	/s/    MEL G. BREKHUS
		Mel G. Brekhus President

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    MEL G. BREKHUS         Mel G. Brekhus	President of its general partner (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Vice President—Chief Financial Officer and Managing Trustee of its general partner (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Managing Trustee of its general partner	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Managing Trustee of its general partner	September 16, 2003

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

TXI POWER COMPANY
By:	/s/    RICHARD M. FOWLER
	Richard M. Fowler President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    RICHARD M. FOWLER         Richard M. Fowler	President, Chief Executive Officer and Director (principal executive, financial, and accounting officer)	September 16, 2003
/s/     JAMES R. MCCRAW         James R. McCraw	Director	September 16, 2003
/s/     ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

TXI RIVERSIDE INC.
By:	/s/    MEL G. BREKHUS
	Mel G. Brekhus President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    MEL G. BREKHUS         Mel G. Brekhus	President and Chief Executive Officer (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER         Richard M. Fowler	Vice President—Finance and Director (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Director	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 16, 2003.

TXI STAR RECYCLING LP
By:	CHAPARRAL STEEL TEXAS, INC., its general partner
	By:	/s/    TOMMY A. VALENTA
		Tommy A. Valenta President

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    TOMMY A. VALENTA Tommy A. Valenta	President of its general partner (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER Richard M. Fowler	Vice President and Chief Financial Officer and Director of its general partner (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW James R. McCraw	Director of its general partner	September 16, 2003
/s/    ROBERT C. MOORE Robert C. Moore	Director of its general partner	September 16, 2003

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midlothian, State of Texas, on September 16, 2003.

TXI TRANSPORTATION COMPANY
By:	/s/    J. CELTYN HUGHES
	J. Celtyn Hughes President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert C. Moore and Richard M. Fowler, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibit thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    J. CELTYN HUGHES         J. Celtyn Hughes	President and Chief Executive Officer (principal executive officer)	September 16, 2003
/s/    RICHARD M. FOWLER       Richard M. Fowler	Vice President—Finance and Director (principal accounting and financial officer)	September 16, 2003
/s/    JAMES R. MCCRAW         James R. McCraw	Director	September 16, 2003
/s/    ROBERT C. MOORE         Robert C. Moore	Director	September 16, 2003

II-38

INDEX TO EXHIBITS

Exhibit Number	Description
3.1	Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K dated August 28, 1996, File No. 001-04887).
3.2	By-laws (incorporated by reference to Exhibit 3.2 to Quarterly Report on Form 10-Q dated January 12, 1999, File No. 001-04887).
3.3*	Certificate of Incorporation of Athens Brick Company, a Delaware corporation.
3.4*	Certificate of Amendment of Certificate of Incorporation of Athens Brick Company, a Delaware corporation.
3.5*	Bylaws of Athens Brick Company, a Delaware corporation.
3.6*	Certificate of Incorporation of Brookhollow Corporation, a Delaware corporation, formerly Southwestern Financial Corporation.
3.7*	Certificate of Amendment of Certificate of Incorporation of Brookhollow Corporation, a Delaware corporation, formerly Southwestern Financial Corporation.
3.8*	Bylaws of Brookhollow Corporation, a Delaware corporation, formerly Southwestern Financial Corporation.
3.9*	Articles of Incorporation of Brook Hollow Properties, Inc., a Texas corporation.
3.10*	Bylaws of Brook Hollow Properties, Inc., a Texas corporation.
3.11*	Articles of Incorporation of Brookhollow of Alexandria, Inc., a Louisiana corporation.
3.12*	Bylaws of Brookhollow of Alexandria, Inc., a Louisiana corporation.
3.13*	Articles of Incorporation of Brookhollow of Virginia, Inc., a Virginia corporation.
3.14*	Bylaws of Brookhollow of Virginia, Inc., a Virginia corporation.
3.15*	Restated Certificate of Incorporation of Chaparral Steel Company, a Delaware corporation.
3.16*	Certificate of Amendment of Restated Certificate of Incorporation of Chaparral Steel Company, a Delaware corporation.
3.17*	Bylaws of Chaparral Steel Company, a Delaware corporation.
3.18*	Certificate of Incorporation of Chaparral Steel Holdings, Inc., a Delaware corporation.
3.19*	Bylaws of Chaparral Steel Holdings, Inc., a Delaware corporation.
3.20*	Certificate of Trust of Chaparral Steel Trust, a Delaware statutory trust.
3.21*	Trust Agreement of Chaparral Steel Trust, a Delaware statutory trust.
3.22*	Certificate of Incorporation of Chaparral Steel Texas, Inc., a Delaware corporation.
3.23*	Bylaws of Chaparral Steel Texas, Inc., a Delaware corporation.
3.24*	Certificate of Limited Partnership of Chaparral Steel Midlothian, LP, a Delaware limited partnership.
3.25*	Agreement of Limited Partnership of Chaparral Steel Midlothian, LP, a Delaware limited partnership.
3.26*	Certificate of Incorporation of Chaparral (Virginia) Inc., a Delaware corporation.
3.27*	Bylaws of Chaparral (Virginia) Inc., a Delaware corporation.
3.28*	Certificate of Incorporation of Creole Corporation, a Delaware corporation.

Exhibit Number	Description
3.29*	Bylaws of Creole Corporation, a Delaware corporation.
3.30*	Articles of Incorporation of Pacific Custom Materials, Inc., a California corporation.
3.31*	Bylaws of Pacific Custom materials, Inc., a California corporation.
3.32*	Statement of Partnership Authority of Riverside Cement Company, a California general partnership.
3.33*	Joint Venture Agreement of Riverside Cement Company, a California general partnership.
3.34*	Consent and Amendment to Joint Venture Agreement of Riverside Cement Company, a California general partnership.
3.35*	First Amendment to Joint Venture Agreement of Riverside Cement Company, a California general partnership.
3.36*	Second Amendment to Joint Venture Agreement of Riverside Cement Company, a California general partnership.
3.37*	Third Amendment to Joint Venture Agreement of Riverside Cement Company, a California general partnership.
3.38*	Fourth Amendment to Joint Venture Agreement of Riverside Cement Company, a California general partnership.
3.39*	Articles of Incorporation of Partin Limestone Products, Inc., a California corporation.
3.40*	Articles of Amendment of Articles of Incorporation of Partin Limestone Products, Inc., a California corporation.
3.41*	Bylaws of Partin Limestone Products, Inc., a California corporation.
3.42*	Certificate of Incorporation of Riverside Cement Holdings Company, a Delaware corporation, formerly Riverside Cement Company, a Delaware corporation.
3.43*	Certificate of Amendment of Certificate of Incorporation of Riverside Cement Holdings Company, a Delaware corporation, formerly Riverside Cement Company, a Delaware corporation.
3.44*	Bylaws of Riverside Cement Holdings Company, a Delaware corporation, as amended, formerly Riverside Cement Company, a Delaware corporation.
3.45*	Articles of Incorporation of Southwestern Financial Corporation, a Texas corporation, formerly known as Clodine Properties Inc.
3.46*	Articles of Amendment to the Articles of Incorporation of Southwestern Financial Corporation, a Texas corporation, formerly known as Clodine Properties Inc.
3.47*	Bylaws of Southwestern Financial Corporation, a Texas corporation, formerly known as Clodine Properties Inc.
3.48*	Certificate of Incorporation of Texas Industries Holdings, Inc., a Delaware corporation.
3.49*	Bylaws of Texas Industries Holdings, Inc., a Delaware corporation.
3.50*	Certificate of Trust of Texas Industries Trust, a Delaware statutory trust.
3.51*	Trust Agreement of Texas Industries Trust, a Delaware statutory trust.
3.52*	Articles of Incorporation of TXI Aviation, Inc., a Texas corporation.
3.53*	Change of Registered Agent of TXI Aviation, Inc.
3.54*	Bylaws of TXI Aviation, Inc., a Texas corporation.
3.55*	Certificate of Incorporation of TXI California Inc., a Delaware corporation.

Exhibit Number	Description
3.56*	Bylaws of TXI California Inc., a Delaware corporation.
3.57*	Certificate of Incorporation of TXI Cement Company, a Delaware corporation, formerly known as TXI Structural Products, Inc.
3.58*	Certificate of Amendment of Certificate of Incorporation of TXI Cement Company, a Delaware corporation, formerly known as TXI Structural Products, Inc.
3.59*	By-Laws of TXI Cement Company, a Delaware corporation, formerly known as TXI Structural Products, Inc.
3.60*	Certificate of Incorporation of TXI Corp., a Delaware corporation, formerly known as TXI Texas, Inc.
3.61*	Certificate of Amendment of Certificate of Incorporation of TXI Corp., a Delaware corporation, formerly known as TXI Texas, Inc.
3.62*	Bylaws of TXI Corp., a Delaware corporation, formerly known as TXI Texas, Inc.
3.63*	Certificate of Trust of TXI Operating Trust, a Delaware statutory trust.
3.64*	Trust Agreement of TXI Operating Trust, a Delaware statutory trust.
3.65*	Certificate of Limited Partnership of TXI Operations, L.P., a Delaware limited partnership, formerly known as TXI Operations, L.P.
3.66*	Certificate of Amendment to Certificate of Limited Partnership of TXI Operations, L.P., a Delaware limited partnership, formerly known as TXI Operations, L.P.
3.67*	Agreement of Limited Partnership of TXI Operations, L.P., a Delaware limited partnership, formerly known as TXI Operations, L.P.
3.68*	Amendment No. 1 to Agreement of Limited Partnership of TXI Operations, L.P., a Delaware limited partnership, formerly known as TXI Operations, L.P.
3.69*	Amendment No. 2 to Agreement of Limited Partnership of TXI Operations, L.P., a Delaware limited partnership, formerly known as TXI Operations, L.P.
3.70*	Articles of Incorporation of TXI Power Company, a Texas corporation.
3.71*	Bylaws of TXI Power Company, a Texas corporation.
3.72*	Certificate of Incorporation of TXI Riverside Inc., a Delaware corporation, formerly known as TXI Riverside California Inc.
3.73*	Certificate of Correction Filed to Correct a Certain Error in the Certificate of Incorporation of TXI Riverside Inc., a Delaware corporation.
3.74*	Bylaws of TXI Riverside Inc., a Delaware corporation.
3.75*	Certificate of Limited Partnership of TXI Star Recycling LP, a Delaware limited partnership, formerly known as Star Recycling LP, which was formerly known as Star 2000 LP.
3.76*	Amendment to Certificate of Limited Partnership of TXI Star Recycling LP, a Delaware limited partnership, formerly known as Star Recycling LP, which was formerly known as Star 2000 LP.
3.77*	Second Amendment to Certificate of Limited Partnership of TXI Star Recycling LP, a Delaware limited partnership, formerly known as Star Recycling LP, which was formerly known as Star 2000 LP.
3.78*	Agreement of Limited Partnership of TXI Star Recycling LP, a Delaware limited partnership, formerly known as Star Recycling LP, which was formerly known as Star 2000 LP.

Exhibit Number	Description
3.79*	Articles of Incorporation of TXI Transportation Company, a Texas corporation, formerly known as Texas Dry Concrete Co.
3.80*	Articles of Amendment to Articles of Incorporation of TXI Transportation Company, a Texas corporation, formerly known as Texas Dry Concrete Co.
3.81*	By-Laws of TXI Transportation Company, a Texas corporation, formerly known as Texas Dry Concrete Co.
4.1	Form of Rights Agreement dated as of November 1, 1996, between Texas Industries, Inc. and ChaseMellon Shareholder Services, L.L.C. (incorporated by reference to Exhibit (4) to Current Report on Form 8K dated November 1, 1996, File No. 001-04887).
4.2	Form of Amended and Restated Trust Agreement, dated as of June 5, 1998, among Texas Industries, Inc., The First National Bank of Chicago, First Chicago Delaware, Inc., Kenneth R. Allen, Larry L. Clark and James R. McCraw (incorporated by reference to Exhibit 4.5 to Form S-3/A dated June 1, 1996, File No. 333-50517).
4.3	Form of Convertible Subordinated Debenture Indenture, dated as of June 5, 1998, between Texas Industries, Inc. and First Chicago Delaware Inc. (incorporated by reference to Exhibit 4.6 to Form S-3/A dated June 1, 1996, File No. 333-50517).
4.4	Form of Guarantee Agreement, dated as of June 5, 1998, by Texas Industries, Inc. and First Chicago Delaware Inc. (incorporated by reference to Exhibit 4.7 to Form S-3/A dated June 1, 1996, File No. 333-50517).
4.5†	Indenture, dated as of June 6, 2003, among Texas Industries, Inc., the guarantors named therein and Wells Fargo Bank, N.A., as trustee, relating to $600,000,000 aggregate principal amount of 10 1/4% Notes Due 2011.
4.6†	Form of 10 1/4% Senior Exchange Note due 2011.
4.7†	Registration Rights Agreement, dated June 6, 2003, by and among Texas Industries, Inc., the guarantors named therein and the initial purchasers named therein.
5.1*	Opinion of Thompson & Knight LLP, as to the legality of the Exchange Notes.
5.2†	Opinion of Robert C. Moore, Vice President — General Counsel of Texas Industries, Inc.
10.1	Partnership Interests Purchase Agreement with an effective date of December 31, 1997 by and among TXI California Inc., TXI Riverside Inc., RVC Venture Corp. and Ssangyong/ Riverside Venture Corp.(incorporated by reference to Exhibit 7(c).1 to Current Report on Form 8-K dated January 26, 1998, File No. 001-04887).
10.2†	Credit Agreement dated as of or as of a date before June 6, 2003, by and among Texas Industries, Inc., the borrowers and other obligated parties named therein, Bank of America, N.A., as Administrative Agent, Banc of American Securities LLC, as Sole Lead Arranger and Book Manager, and the other Lenders named therein presently providing for up to $200.0 million of revolving credit borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith.
12.1*	Statement Regarding Computation of Ratios.
21.1	Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to Annual Report on Form 10-K dated August 22, 2002, File No. 001-04887).
23.1*	Consent of Ernst & Young LLP, independent auditors.
23.2*	Consent of Thompson & Knight LLP as legal counsel (contained in Exhibit 5.1).

Exhibit Number	Description
23.3†	Consent of Robert C. Moore, Vice President — General Counsel of Texas Industries, Inc. (contained in Exhibit 5.2).
25.1†	Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of 1939 of First Union National Bank.
99.1*	Form of Letter of Transmittal.
99.2†	Form of Notice of Guaranteed Delivery.

* Filed herewith.

† Previously filed.

EX-3.3

                                                                     Exhibit 3.3

                          CERTIFICATE OF INCORPORATION

                                       OF

                              ATHENS BRICK COMPANY

                                   ---00000---

          First. The name of this corporation is ATHENS BRICK COMPANY.

          Second. Its principal office in the State of Delaware is to be located
at 100 West Tenth Street, in the City of Wilmington, County of New Castle, and
its resident agent is The Corporation Trust Company, 100 West Tenth Street,
Wilmington, Delaware.

          Third. The nature of the business of the corporation and the objects
and purposes to be transacted, promoted and carried on are as follows:

          1. To transact any manufacturing or mining business and to purchase
and sell goods, wares and merchandise used for such business; to engage in the
business of producing, mining, manufacturing, storing, transporting, buying and
selling of building materials of all kinds; including any and all raw materials
used in the production or manufacture thereof; to contract for the erection,
construction or repair of any building, structure or improvement, public or
private, and to erect, construct or repair same or any part thereof, and to
acquire, own, and prepare for use, any materials for such purposes.

          2. To purchase or otherwise acquire and to hold, own, mortgage, or
otherwise, lien, pledge, lease, sell, assign, exchange, transfer or in any
manner dispose



of, and to invest, deal and trade in and with goods, wares, merchandise and
personal property of any and every class and description within or without the
State of Delaware.

          3. To purchase, take, own, hold, deal in, mortgage or otherwise lien,
and to lease, sell, exchange, convey, transfer, or in any manner whatever,
dispose of real property, within or without the State of Delaware.

          4. To acquire by purchase, subscription, or otherwise, and to own,
hold for investment or otherwise, and to use, sell, assign, transfer, mortgage,
pledge, exchange, or otherwise dispose of stock, bonds, debentures, notes,
scrip, securities, evidences of indebtedness, contracts or obligations of any
corporations, associations or trust estates, domestic or foreign, or of any firm
or individual, or of the United States, or any state, territory, or dependency
of the United States, or any foreign country, or any municipality, or local
authority, within or without the United States, and also to issue in exchange
therefor, stocks, bonds or other securities or evidences of indebtedness of the
corporation, and while the owner or holder of any such property, to receive,
collect and dispose of the interest, dividends and income on or from such
property, and to possess and exercise in respect thereto, all of the rights,
powers and privileges of ownership, including all voting power thereon.

          5. To aid in any manner, any corporation, association or trust estate,
domestic or foreign, or any firm or individual, any shares of stock in which, or
any bonds, debentures, notes, securities, evidences of indebtedness, contracts,
or obligations of which are held by or for it, directly or indirectly, or in
which or in the welfare of which it shall have any interest, and to do any acts
designed to

                                       2



protect, preserve, improve, or enhance the value of any property at any time
held or controlled by it, or in which it may be at any time interested, directly
or indirectly, or through other corporations, or otherwise; and to organize or
promote or facilitate the organization of subsidiary companies.

          6. To acquire the good will, rights and property, and to undertake the
whole, or any part of the assets and liabilities of any firm, person,
association or corporation; to pay for the same in cash, the stock of this
company, bonds, or otherwise; to hold or in any manner to dispose of the whole
or any part of the property so purchased; to conduct in any lawful manner the
whole or any part of any business so acquired; and to exercise all the powers
necessary or convenient in and about the conduct and management of such
business.

          7. To borrow money for any of the purposes of the corporation, and to
draw, make, accept, endorse, discount, execute, issue, sell, pledge, or
otherwise dispose of promissory notes, drafts, bills of exchange, warrants,
bonds, debentures and other negotiable or non-negotiable, transferable or
non-transferable instruments and evidences of indebtedness, and to secure the
payment thereof and the interest thereon by mortgage or pledge, conveyance or
assignment, in trust of the whole or any part of the property of the corporation
at the time owned, or thereafter acquired.

                                       3



          8. To guarantee the payment of dividends upon any capital stock, and
to endorse or otherwise guarantee the principal or interest or both of any
bonds, debentures, notes, scrip, or other obligations, or evidences of
indebtedness, or the performance of any contract or obligation of any other
corporation, trust estate or association, domestic or foreign, or of any firm
or individual in which it may have a lawful interest, and in so far and to the
extent that such guaranty may be permitted by law.

          9. To own, purchase, lease, or otherwise acquire lands and/or sand,
gravel, clay, shale, stone, dirt, timber and other substances, mineral and
timber rights in land, and to produce therefrom coal, oil, gas, minerals and
other substances, to develop such lands or rights in lands by operating mines
and other facilities thereon, and to market and sell products therefrom.

          10. To purchase or otherwise acquire, apply for, register, hold, use,
sell, or in any manner dispose of and to grant licenses or other rights in and
in any manner deal with patents, inventions, improvements, processes, formulas,
trade marks, trade names, rights and licenses secured under letters, patents,
copyrights, or otherwise.

          11. To purchase it otherwise acquire shares of its own stock and
options to purchase shares of its own stock (so far as may be permitted by
law), and its bonds,debentures, notes, scrip, or other securities, or evidences
of indebtedness, and to cancel or to hold, transfer, or reissue the same to such
persons, firms, corporations, or associations, and upon such terms and
conditions as the Board of

                                       4



Directors may, in its discretion, determine, without offering any thereof on
the same terms, or on any terms, to the stockholders then of record, or to
any class of stockholders.

          12. To acquire, buy, hold, own, sell, lease, exchange, trade and
otherwise deal in any and all kinds of manufactured articles, raw materials,
minerals, oil, gases, liquids, animal and plant products, and any other goods,
wares and merchandise, articles, substances and things whatsoever, and generally
to carry on the business of storekeepers, merchants, factors, traders,
importers and exporters.

          13. To manufacture, improve, repair and work upon minerals, metals,
wood, chemicals, animal and plant products or any other substances, or any of
the products and by-products thereof, or any article or thing into the
manufacture of which any of the foregoing may enter.

          14. To do any and all things necessary and proper for the
accomplishment of the objects herein enumerated or necessary or incidental to
the protection and benefit of the corporation, and in general to carry on any
lawful business necessary or incidental to the attainment of the purposes of the
corporation, whether such business is similar in nature to the objects and
powers hereinabove set forth or otherwise.

          15. To do any and all of the things herein set forth as principal,
agent, contractor, trustee, or otherwise, alone or in company with others.

          16. To have one or more offices and to conduct any or all of its
operations and business and to promote its objects, within or without the State
of Delaware, without restriction as to p1ace or amount.

                                       5



          The objects and purposes specified hereinabove shall be regarded as
independent objects and purposes, and except where otherwise expressed, shall be
in no way limited, nor restricted by reference to, or reference from the terms
of any other clause or paragraph of this Certificate of Incorporation.

          The foregoing shall be construed both as objects and powers and the
enumeration thereof shall not be held to limit or restrict in any manner the
general powers conferred on this corporation by the laws of the State of
Delaware.

          Fourth. The total number of shares of stock which this corporation is
authorized to issue is One Thousand (1,000) shares of common stock, of the par
value of One Dollar ($1.00) each, amounting to One Thousand Dollars ($1,000.00).

          No holder of any stock of the corporation shall be entitled as of
right to purchase or subscribe for any part of stock of the corporation,
authorized by this certificate or of any additional stock of any class to be
issued by reason of any increase of the authorized stock of the corporation, or
of any bonds, certificates of indebtedness, debentures or other securities
convertible into stock of the corporation, but any stock authorized by this
certificate or any such additional authorized issue of new stock or of
securities convertible into stock may be issued and disposed of by the Board of
Directors to such persons, firms, corporations or associations for such
consideration and upon such terms and in such manner as the Board of Directors
may in their discretion determine without offering any thereof on the same terms
or on any terms to the stockholders then of record or to any class of
stockholders.

                                       6



          The corporation shall be entitled to treat the person in whose name
any share, right or option is registered as the owner thereof for all purposes
and shall not be bound to recognize any equitable or other claim to or interest
in such share, right or option on the part of any other person, whether or not
the corporation shall have notice thereof, save as may be expressly provided by
the laws of the State of Delaware.

          A director shall be fully protected in relying in good faith upon the
books of account of the corporation or statements prepared by any of its
officials as to the value and amount of the assets, liabilities and/or net
profits of the corporation, or any other facts pertinent to the existence and
amount of surplus or other funds from which dividends might properly be declared
and paid.

          Without action by the stockholders, the shares of stock may be issued
by the corporation from time to time for such consideration as may be fixed from
time to time by the Board of Directors thereof, and any and all such shares so
issued, the full consideration for which has been paid or delivered, shall be
deemed fully paid stock and not liable to any further call or assessment
thereon, and the holder of such shares shall not be liable for any further call
or assessment thereon, or for any other payment thereon.

          Fifth. The minimum amount of capital with which it will commence
business is One Thousand and No/1OO Dollars ($1,000.00).

          Sixth. The name and place of residence of each of the incorporators
are as follows:

                                       7



                 NAME                             RESIDENCE
                 ----                             ---------

          B. J. Consono                      Wilmington, Delaware

          F. J. Obara, Jr.                   Wilmington, Delaware

          A. D. Grier                        Wilmington, Delaware

          Seventh. This corporation is to have perpetual existence.

          Eighth. The private property of the stockholders shall not be subject
to the payment of corporate debts to any extent whatever.

          Ninth. All corporate powers shall be exercised by the Board of
Directors, except as otherwise provided by statute or by this Certificate of
Incorporation.

          The Directors of the corporation shall be elected by the stockholders
of the corporation at the time and in the manner specified in the By-laws of the
corporation; such election of directors need not be by ballot.

          Tenth. In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is expressly
authorized:

          1. To fix, determine and vary from time to time the amount to be
maintained as surplus and the amount or amounts to be set apart as working
capital.

          2. To set apart out of any of the funds of the corporation available
for dividends, a reserve or reserves for any proper purposes and/or to abolish
any such reserve in the manner in which it was created.

          3. To make, amend, alter, change, add to, or repeal By-laws for the
corporation without any action on the part of the stockholders. The By-laws made
by the directors may be amended, altered, changed, added to or repealed by the
stockholders.

                                       8



          4. To authorize and cause to be executed mortgages and liens without
limit as to amount upon the real and personal property of the corporation,
including after-acquired property.

          5. From time to time to determine whether and to what extent and at
what times and places and under what conditions and regulations the books and
accounts of this corporation or any of them other than the stock ledger, shall
be open to the inspection of the stockholders, and no stockholder shall have any
right to inspect any account or book or document of the corporation, except as
conferred by law or authorized by resolution of the directors or of the
stockholders.

          6. To authorize the payment of compensation to the directors for
services to the corporation, including fees for attendance at meetings of the
Board of Directors, of the Executive Committee, and of other Committees, and to
determine the amount of such compensation and fees.

          7. To sell, lease or exchange all of its property and assets,
including its good will and its corporate franchises upon such terms and
conditions and for such consideration which may be in whole or in part shares of
stock in and/or other securities of any other corporation or corporations when
and as authorized by the affirmative vote of the holders of a majority of the
stock issued and outstanding having voting power given at a stockholders'
meeting duly called for that purpose or when authorized by the written consent
of the holders of a majority of the voting stock issued and outstanding.

          8. This corporation may in its By-laws confer powers additional to the
foregoing upon the directors, in addition to the powers and authorities
expressly conferred upon them by law.

                                       9



          Eleventh. A director of the corporation shall not be disqualified by
his office from dealing or contracting with the corporation, either as a vendor,
purchaser or otherwise, nor shall any transaction or contract of the corporation
be void or voidable by reason of the fact that any director or any firm of which
any director is a member or any corporation of which any director is a
shareholder, officer or director is in any way interested in such transaction or
contract, provided that such transaction or contract is or shall be authorized,
ratified or approved either (1) by a vote of a majority of a quorum of the Board
of Directors or of the Executive Committee without counting in such majority or
quorum any director so interested, or member of a firm so interested, or a
shareholder, officer or director of a corporation so interested, or (2) by the
written consent or by the vote at any stockholders' meeting of the holders of
record of a majority of all the outstanding shares of stock of the corporation
entitled to vote, nor shall any director be liable to account to the corporation
for any profits realized by or from or through any such transaction or contract
of the corporation authorized, ratified or approved as aforesaid by reason of
the fact that he or any firm of which he is a member, or any corporation of
which he is a shareholder, officer or director was interested in such
transaction or contract. Nothing herein contained shall create liability in the
events above described or prevent the authorization, ratification or approval of
such transactions or contracts in any other manner permitted by law.

          Any contract, transaction or act of the corporation or of the Board of
Directors which shall be ratified by a quorum of the stockholders entitled to
vote at any annual

                                       10



meeting or at any special meeting called for that purpose shall be as valid and
binding as though ratified by every stockholder of the corporation; provided,
however, that any failure of the stockholders to approve or ratify such
contracts, transaction or act when and if submitted, shall not be deemed in any
way to invalidate the same or to deprive the corporation, its directors or
officers of their right to proceed with such contract, transaction or action.

          It is hereby expressly provided that the directors and officers and
former directors and officers of the corporation shall be fully protected and
indemnified against any personal liability to others that may arise by reason of
any of their actions taken in good faith on behalf or for the benefit of the
corporation to the full extent permitted by the laws of the State of Delaware.

          Twelfth. Upon the written consent or vote of the holders of a majority
in aggregate number of the shares of stock of the corporation then outstanding
and entitled to vote, every statute of the State of Delaware (a) increasing,
diminishing or in any way affecting the rights, powers, or privileges of
stockholders of corporations organized under the general laws of said State, or
(b) giving effect to the action taken by any part, less than all, of the
stockholders of any such corporation, shall be binding upon the corporation and
every stockholder thereof to the same extent as if such statute had been in
force at the date of the making, filing and recording of this Certificate of
Incorporation of the corporation.

          Thirteenth. If the By-laws so provide, the stockholders, and
directors shall have power to hold their meetings, to have an office or offices
and to keep the books of

                                       11



this corporation (subject to the provisions of the statute), outside the State
of Delawars, at such places as may from time to time be designated by the
By-laws or by resolution of the directors.

          Fourteenth. This corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation in
the manner now or hereafter prescribed by law, and all rights conferred on
officers, directors and stockholders herein are granted subject to this
reservation.

          We, the undersigned, being all of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make and file this Certificate of
Incorporation hereby declaring and certifying that the facts herein stated are
true, and accordingly hereunto have set our respective hands and seals this 9th
day of November, A. D. 1966.


                                                      /s/ Illegible       [SEAL]
                                                      --------------------------


                                                     /s/ Illegible        [SEAL]
                                                     ---------------------------


                                                     /s/ Illegible        [SEAL]
                                                     ---------------------------

                                       12



THE STATE OF DELAWARE   )
                        )     88.
COUNTY OF NEW CASTLE    )

          BE IT REMEMBERED that on this 9th day of November, 1966, personally
appeared before me the subscriber, a Notary Public for the State and County
aforesaid, B. J. Consono, F. J. Obara, Jr. and A. D. Grier, all the parties to
the foregoing Certificate of Incorporation, known to me personally to be such
and severally acknowledged the said Certificate to be their act and deed
respectively, and that the facts therein stated were truly set forth.

          GIVEN UNDER MY HAND AND SEAL OF OFFICE the day and year aforesaid.


                                                     /s/ Illegible
                                                     ---------------------------
                                                      Notary Public

                                                                          [SEAL]

EX-3.4

                                                                     Exhibit 3.4

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                      * * *

          ATHENS BRICK COMPANY, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY

          FIRST: That the Board of Directors of said corporation, at a meeting
duly held, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said corporation:

               RESOLVED, that the Certificate of Incorporation of this
          Corporation be amended by changing the first paragraph of the Article
          thereof numbered "Fourth" so that, as amended, said first paragraph of
          said Article "Fourth" shall be and read as follows:

                    "Fourth. The total number of shares of stock which this
               Corporation is authorized to issue is One Hundred Thousand
               (100,000) shares of common stock, of the par value of One Dollar
               ($1.00) each, amounting to One Hundred Thousand Dollars
               ($100,000.00)."

          SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given written consent to said amendment in accordance with the
provisions of section 22B of the General Corporation Law of Delaware.

          THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of The General
Corporation Law of Delaware.

          FOURTH: That the capital of said corporation will not be reduced under
or by reason of said amendment.

          IN WITNESS WHEREOF, said ATHENS BRICK COMPANY has caused its corporate
seal to be hereunto affixed and this certificate to be signed By David A.
Stretch, its Vice President, and attested by Joseph C. Nelson, its Secretary,
this 29th day of May, 1969.

                                                ATHENS BRICK COMPANY


                                                By /s/ Illegible
                                                   -----------------------------
                                                   Vice President
ATTEST:

[SEAL]


/s/ Illegible
- -------------------
Secretary



THE STATE OF TEXAS

COUNTY OF DALLAS

          BE IT REMEMBERED that on this 29th day of May, 1969, personally came
before me, a Notary Public in and for the County and State aforesaid, David A.
Stretch, Vice President of ATHENS BRICK COMPANY, a corporation of the State of
Delaware, and he duly executed said certificate before me and acknowledged the
said certificate to be his act and deed and the act and deed of said corporation
and the facts stated therein are true; and that the seal affixed to said
certificate and attested by the Secretary of said corporation is the common or
corporate seal of said corporation.

          IN WITNESS WHEREOF, I have hereunto set my hand and seal of office
the day and year aforesaid.

                                                [SEAL]


                                                /s/ Illegible
                                                -------------------------------
                                                Notary Public in and __________
                                                County, _____________

EX-3.5

                                                                     Exhibit 3.5

                                     BY-LAWS

                                       OF

                              ATHENS BRICK COMPANY

                                   ---00000---

          SECTION 1. In addition to its principal office in the State of
Delaware, the Corporation may also have offices at such other places both within
and without the State of Delaware as the Board of Directors shall from time to
time determine.

          SECTION 2. All meetings of the stockholders for the election of
directors shall be held in the City of Dallas, State of Texas, at such place
within such city as the Board of Directors may determine and which shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof. Meetings of stockholders for any other purpose may be held at such time
and place, within or without the State of Delaware, as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.



          SECTION 3. An annual meeting of the stockholders of the Corporation,
commencing with the year 1967, shall be held on the third Friday of October in
each year, at 10:00 o'clock in the forenoon, unless such day is a legal holiday,
in which case such meeting shall be held on the first day thereafter which
is not a legal holiday. At such meeting the stockholders entitled to vote
thereat shall elect by a plurality vote a board of directors, and may transact
such other business as may properly be brought before the meeting.

          SECTION 4. Special meetings of the stockholders of the Corporation,
for any purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be held, upon call of the Chairman of the
Board of Directors, the President, the Board of Directors or the Executive
Committee and shall be held at the request in writing of stockholders owning a
majority in amount of the entire outstanding capital stock having voting power.
Such call shall state the time, place and purposes of the meeting.

          SECTION 5. Notice of the time and place



of every meeting of stockholders and of the business to be acted on at such
meeting shall be mailed by the Secretary or the officer performing his duties,
at least ten days before the meeting, to each stockholder of record having
voting power and entitled to such notice at his last known post office address;
provided, however, that if a stockholder be present at a meeting, or in writing
waives notice thereof before or after the meeting, notice of the meeting to such
stockholder shall be unnecessary.

          SECTION 6. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, during ordinary business hours, for a period
of at least ten days prior to the election, either at a place within the city,
town or village where the election is to be held and which place shall be
specified in the notice of the meeting,



or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder who may be
present.

          SECTION 7. The holders of a majority of the stock of the Corporation
issued and outstanding and having voting power present in person or represented
by proxy shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute, by the
certificate of incorporation, or by these by-laws, but less than a quorum shall
have power to adjourn any meeting from time to time without notice other than
announcement at the meeting. The holders of a majority of the stock present and
entitled to vote at a duly qualified meeting of stockholders shall have power to
act, unless the question is one upon which by express provision of the statutes
or of the certificate of incorporation or of these by-laws a different vote is
required, in which case such express provision shall govern and control the
decision of such question.



          SECTION 8. At every meeting of stockholders each stockholder entitled
to vote thereat shall be entitled to one vote for each share of stock having
voting power registered in his name on the books of the Corporation, and may
vote and otherwise act in person or by proxy appointed by an instrument in
writing subscribed by such stockholder; but no proxy shall be voted upon more
than three (3) years after its date unless such proxy provides for a longer
period.

          SECTION 9. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken in connection with any corporate action by any
provisions of the statutes or of the certificate of incorporation or of these
by-laws, the meeting and vote of stockholders may be dispensed with if all the
stockholders who would have been entitled to vote upon the action if such
meeting were held shall consent in writing to such corporate action being taken.

          SECTION 10. The property and business of the Corporation shall be
managed by a Board of not less than 3, nor more than 15 directors. The first



board shall consist of three directors. Thereafter, within the limits herein
specified, the number of directors shall be fixed and may be changed, from time
to time, by resolution of the Board of Directors or by the stockholders at the
annual meeting. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 11 of these by-laws, and each
director elected shall hold office until his successor shall be elected and
shall qualify. Directors need not be stockholders.

          SECTION 11. If any vacancies occur in the Board of Directors caused by
death, resignation, retirement, disqualification or removal from office of any
director or otherwise, or any new directorship is created by any increase in the
authorized number of directors, a majority of the directors then in office,
though less than a quorum, may choose a successor or successors, or fill the
newly created directorship, and the directors so chosen shall hold office until
the next annual election of directors and until their successors shall be duly
elected and qualified, unless sooner displaced.



          SECTION 12. Meetings of the Board of Directors shall be held at the
times fixed by resolutions of the Board or upon call of the Chairman of the
Board, the President or any two directors and such meetings, whether regular or
special, may be held either within or without the State of Delaware. The
Secretary or officer performing his duties shall give reasonable notice (which
need not in any event exceed two (2) days) of all meetings of directors,
provided that a meeting may be held without notice immediately after the annual
election, and notice need not be given of regular meetings held at times fixed
by resolution of the Board. Meetings may be held at any time without notice if
all the directors are present or if these not present waive notice either before
or after the meeting. Notice by mail or telegraph to the usual business or
residence address of the directors not less than the time above specified before
the meeting shall be sufficient. One-third of the directors, but in no case less
than 2 directors, shall consitute a quorum for the transaction of business, and
the act of a majority of the directors present at any meeting at which there is
a quorum shall be the



act of the Board of Directors, except as may be otherwise specifically provided
by statute or by the certificate of incorporation or by these by-laws.

          SECTION 13. The Board of Directors shall have power to authorize the
payment of compensation to the directors for services to the Corporation,
including fees for attendance at meetings of the Board of Directors, of the
Executive Committee and of other committees and to determine the amount of such
compensation and fees.

          SECTION 14. The Board of Directors, as soon as may be after the
election of directors in each year, may appoint one of their number Chairman of
the Board and shall appoint one of their number President of the Corporation,
and shall also appoint one or more Vice-Presidents, a Secretary and a Treasurer,
and shall from time to time appoint such other officers as they may deem proper,
none of whom need to be a member of the Board of Directors. Two or more offices
may be held by the same person, except that where the offices of president and
secretary are held by the same person, such person shall not hold any other
office.



          SECTION 15. The term of office of all officers shall be until the next
election of directors and until their respective successors are chosen and
qualified, or until they shall die or resign but any officer may be removed from
office at any time by the Board of Directors. Vacancies in any office may be
filled by the Board at any meeting.

          SECTION 16. The officers of the Corporation shall have such powers and
duties as usually pertain to their offices, except as modified by the Board of
Directors, and shall also have such powers and duties as may from time to time
be conferred upon them by the Board of Directors. Without limiting the
generality of the foregoing provision, the Chairman of the Board of Directors or
the President, if there be no Chairman of the Board, shall be the chief
executive officer of the corporation and shall preside at all meetings of the
stockholders and directors at which such officer is present.

          SECTION 17. The Board of Directors, as soon as may be after the
election in each year, may, by a resolution passed by a majority of the whole
Board, appoint an Executive Committee, to consist



of the Chairman of the Board, or the President, and such number of the directors
as the Board may from time to time determine, which shall have and may exercise
during the intervals between the meetings of the Board all the powers vested in
the Board except the power to fill vacancies in the Board, the power to change
the membership of or fill vacancies in said Committee and the power to change
the By-laws. The Board shall have the power at any time to change the membership
of such Committee and to fill vacancies in it. The Executive Committee may make
rules for the conduct of its business and may appoint such committees and
assistants as it may deem necessary. A majority of the members of said Committee
shall constitute a quorum. The Chairman of the Board or the President, if there
is no Chairman of the Board, shall be the Chairman of the Executive Committee.

          SECTION 18. In addition to the Executive Committee, the Board of
Directors may, by resolution passed by a majority of the whole Board, designate
one or more other committees, each committee to consist of two or more of the
directors of the Corporation, which, to the extent provided in said resolu-



tion, shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and may have power to
authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

          SECTION 19. Whenever under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder at such address as appears on the books of the
Corporation, and such notice shall be deemed to be given at the time when the
same shall be thus mailed. Whenever notice is required to be given, a waiver
thereof in writing signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.



          SECTION 20. Certificates of stock shall be of such form and device as
the Board of Directors may elect and shall be signed by the Chairman of the
Board of Directors, the President, or a Vice-President and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, but where any
such certificate is signed (1) by a transfer agent or an assistant transfer
agent or (2) by a transfer clerk acting on behalf of the Corporation and by a
registrar, the signatures of any such officers of the Corporation may be
facsimiles, engraved or printed.

          SECTION 21. The stock of the Corporation shall be transferable or
assignable only on the books of the Corporation by the holders in person, or by
attorney, on the surrender of the certificates therefor. The Board of Directors
may appoint one or more transfer agents and registrars of the stock.

          SECTION 22. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such



share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

          SECTION 23. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.



          SECTION 24. The Board of Directors shall have the power to close the
stock transfer books of the Corporation for a period not exceeding Fifty (50)
days preceding the date of any meeting of stockholders, or the date for payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect or for a
period of not exceeding fifty (50) days in connection with obtaining the consent
of stockholders for any purpose. In lieu of closing the stock transfer books as
aforesaid, the Board of Directors is hereby authorized to fix in advance a date,
not exceeding fifty (50) days preceding the date of any meeting of stockholders
or the date for the payment of any dividend or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining such consent, as a
record date for the determination of the stockholders entitled to notice of and
to vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividends, or to any such allotment



          SECTION 27. Every person who now is or hereafter shall be a director,
officer or employee of the Corporation, shall be indemnified by the Corporation
against all costs and expenses (including counsel fees) actually and necessarily
incurred by him in connection with or resulting from any action, suit or
proceeding of whatever nature to which he is or shall be made a party by reason
of his being or having been a director, officer or employee of the Corporation,
or of another company in which this Corporation owns shares of capital stock or
of which it is a creditor (whether or not he is such director, officer or
employee at the time he is made a party to such action, suit or proceeding or at
the time such costs or expenses are incurred by him), except in relation to
matters as to which he shall be adjudged in such action, suit or proceeding to
be liable for negligence or misconduct in the performance of his duties as such
director, officer or employee; provided, however, that in the event such action,
suit or proceeding shall be settled or compromised, such right of
indemnification shall be applicable only if it shall be determined by a majority
of the Board of Directors (with-



of rights, or to exercise the rights in respect of any such change, conversion
or exchange of capital stock, or to give such consent, and in such case such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.

          SECTION 25. The Board of Directors is authorized to select such
depositaries as they shall deem proper for the funds of the Corporation. All
checks and drafts against such deposited funds shall be signed and countersigned
by persons to be specified by the Board of Directors.

          SECTION 26. The corporate seal of the Corporation shall be in such
form as the Board of Directors shall prescribe. Said seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.



out including any such director for the purpose of determining the majority or a
quorum) that said director, officer or employee had not in any substantial way
been derelict in the performance of his duties, as charged in such action, suit
or proceeding. Such right of indemnification shall not be deemed exclusive of
any other rights to which any such person may now or hereafter be otherwise
entitled pursuant to statute, agreement, vote of stockholders, or otherwise.

          SECTION 28. These by-laws may be altered or repealed at any regular
meeting of the stockholders or at any special meeting of the stockholders at
which a quorum is present or represented, provided notice of the proposed
alteration or repeal be contained in the notice of such special meeting, by the
affirmative vote of a majority of the stock entitled to vote at such meeting and
present or represented thereat, or by the affirmative vote of a majority of the
board of directors at any regular meeting of the board or at any special meeting
of the board if notice of the proposed alteration or repeal be contained in the
notice of such special meeting; provided, however, that no change of the



time or place of the meeting for the election of directors shall be made within
sixty days next before the day on which such meeting is to be held, and that in
case of any change of such time or place, notice thereof shall be given to each
stockholder in person or by letter mailed to his last known post-office address
at least twenty days before the meeting is held.

EX-3.6

                                                                     Exhibit 3.6

                          CERTIFICATE OF INCORPORATION

                                       OF

                       SOUTHWESTERN FINANCIAL CORPORATION

                                    ---000---

          FIRST. The name of the corporation is SOUTHWESTERN FINANCIAL
CORPORATION.

          SECOND. Its principal office in the State of Delaware is located at
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name and address of its resident agent is The Corporation Trust Company, No. 100
West Tenth Street, Wilmington 99, Delaware.

          THIRD. The nature of the business, or objects or purposes to be
transacted, promoted or carried on are:

          To design, manufacture, construct, erect, assemble, purchase, lease,
     rent, import, or otherwise acquire, handle, own, use, store, reconstruct,
     remodel, repair, mortgage or otherwise encumber, sell, export, assign,
     distribute or otherwise dispose of and in any manner to deal and trade in
     and with machinery, machines, tools, mechanical apparatus, tank cars,
     railroad cars, storage tanks, automobile bodies, chassis, tops, internal
     combustion engines and motors of every kind and description, any and all
     parts, fittings, appliances, supplies, novelties, appurtenances and
     accessories for railroad cars, automobiles, trucks, tractors, omnibuses and
     motor vehicles of every kind and description, and all articles from metal,
     wood, cloth, plastics or any other substances, implements and tools and
     devices which may be necessary, useful and convenient in the assembling,
     repairing, remodeling, or servicing thereof.

          To purchase, assemble, lease, import or otherwise acquire, handle,
     own, hold, invest in, exchange, store, care for, repair, remodel, service,
     equip, maintain, operate, let, mortgage, pledge or otherwise encumber,
     sell, export, assign, distribute, at wholesale or retail, whether

                                       1



     as principal or agent or jobber, whether on commission, consignment, lease,
     or otherwise, licence the sale of, export, and in any other manner dispose
     of, and generally to deal in, trade in and traffic in or otherwise turn to
     account, tank cars, railroad cars, automobiles, trucks, omnibuses,
     taxicabs, vans, trailers, racing cars, armored cars, ambulances, airplanes
     of all kinds and description, motorcycles, motor boats and other automotive
     vehicles and conveyances, propelled by internal combustion motors or motors
     of any other type, nature or description, wagons, buggies and carriages of
     all nature and description.

          To establish and maintain garages with authority to purchase, sell,
     store, house, rent, operate, repair and otherwise deal in automobiles and
     other motor vehicles and their accessories, gasoline, and oils necessary to
     the operation of motor vehicles.

          To engage in the business of acquiring, holding, improving, developing
     or disposing of interests in real property of every kind and character, as
     a principal or in a representative capacity, and to accumulate and lend
     money for those purposes.

          To erect, remodel or repair any building or improvement, and to
     accumulate and lend money for said purposes, and to purchase, sell and
     subdivide real property in towns, cities and villages and their suburbs not
     extending more than two miles beyond their limits, and to accumulate and
     lend money for that purpose.

          To manage and/or operate, as a principal or in a representative
     capacity, any type of real property, including, but not limited to,
     commercial office buildings, public and private warehouses, parking
     garages, shopping centers, apartments and other dwelling units,
     manufacturing and other industrial buildings.

          To acquire, hold, operate or manage and dispose of farm and ranch
     properties, as a principal or in a representative capacity.

          To acquire by purchase, subscription, contract or otherwise, and to
     hold for investment or otherwise, sell, exchange, mortgage, pledge,
     hypothecate, or otherwise dispose of, or turn to account or realize upon,
     and generally to deal in acid with all forms of securities, mortgages,
     loans, including, but not by way of limitation, shares, stocks, bonds,
     debentures, notes, scrip, warrants, rights,

                                      -2-



     mortgages, evidences of indebtedness, certificates of indebtedness,
     individual loans, broker loans, and certificates of interest issued or
     created in any and all parts of the world by corporations, associations,
     partnerships, firms, trustees, syndicates, individuals, governments,
     states, municipalities or other political or governmental divisions or
     subdivisions, or by any combinations, organizations, or entities
     whatsoever, or issued or created by others irrespective of their form or
     the name by which they may be described, and all trust, participation and
     other certificates of, and receipts evidencing, interest in any such
     securities, and to issue in exchange, transfer or in payment thereof, in
     any manner permitted by law, its own stock, bonds, debentures or its other
     obligations or securities, subject to the provisions of this Certificate or
     to make payment therefor by any other lawful means of payment whatsoever;
     to exercise any and all rights, powers, and privileges of individual
     ownership or interest in respect of any and all such securities or
     evidences of interest therein, including the right to vote thereon and to
     consent and otherwise act with respect thereto: to do any and all acts and
     things for the preservation, protection, improvement and enhancement in
     value of any and all such securities or evidences of interest therein, and
     to aid by loan, subsidy, guaranty or otherwise those issuing, creating, or
     responsible for any such securities or evidences of interest therein; to
     acquire or become interested in any such securities or evidences of
     interest therein as aforesaid, by original subscription, underwriting,
     loan, participation in syndicates or otherwise and irrespective of whether
     or not such securities or evidences of interest therein be fully paid or
     subject of further payments; to make payments thereon as called for in
     advance of calls or otherwise, and to underwrite or subscribe for the same
     conditionally or otherwise, and either with a view to investment or for
     resale or for any other lawful purpose.

          To enter into partnership or into any arrangement for sharing of
     profits, union of interests, co-operation, joint adventure, reciprocal
     concession or otherwise, with any person or corporation carrying on or
     engaged in or about to carry on or engage in any business or transaction
     which the corporation is authorized to carry on or engage in, or any
     business or transaction capable of being conducted so as directly or
     indirectly to benefit the corporation; and to lend money to, guarantee the
     contracts of, or otherwise assist any such person or corporation, and to
     take or otherwise acquire shares and securities of any such corporation,
     and to sell, hold, reissue, with or without guaranty, or otherwise deal
     with the same.

                                      -3-



          To guarantee the payment of the principal of and interest upon any
     notes, debentures, bonds, or other evidences of indebtedness of any kind
     or character of any corporation, joint stock company, syndicate,
     association, firm, trust or person whatsoever.

          To manufacture, purchase, or otherwise acquire, invest in, own,
     mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade,
     deal in and deal with goods, wares and merchandise and personal property of
     every class and description.

          To acquire, and pay for in cash, stock or bonds of this corporation or
     otherwise, the good will, rights, assets and property, and to undertake or
     assume the whole or any part of the obligations or liabilities of any
     person, firm, association or corporation.

          To acquire, hold, use, sell, assign, lease, grant licenses in respect
     of, mortgage or otherwise dispose of letters patent of the United States or
     any foreign country, patent rights, licenses and privileges, inventions,
     improvements and processes, copyrights, trademarks and trade names,
     relating to or useful in connection with any business of this corporation.

          To enter into, make and perform contracts of every kind and
     description with any person, firm, association, corporation, municipality,
     county, state, body politic or government or colony or dependency thereof.

          To borrow or raise moneys for any of the purposes of the corporation
     and, from time to time without limit as to amount, to draw, make, accept,
     endorse, execute and issue promissory notes, drafts, bills of exchange,
     warrants, bonds, debentures and other negotiable or non-negotiable
     instruments and evidences of indebtedness, and to secure the payment of any
     thereof and of the interest thereon by mortgage upon or pledge, conveyance
     or assignment in trust of the whole or any part of the property of the
     corporation, whether at the time owned or thereafter acquired, and to sell,
     pledge or otherwise dispose of such bonds or other obligations of the
     corporation for its corporate purposes.

          To loan to any person, firm or corporation any of its surplus funds,
     either with or without security.

          To purchase, hold, sell and transfer notes, debentures, bonds and
     other securities issued by this corporation and the shares of its own
     capital stock; provided, however,

                                      -4-



     that it shall not use its funds or property for the purchase of its own
     shares of capital stock when such use would cause any impairment of its
     capital except as otherwise permitted by law, and provided further that
     shares of its own capital stock belonging to it shall not be voted upon
     directly or indirectly.

               To transact any manufacturing or mining business and to purchase
     and sell goods, wares and merchandise used for such business; to engage in
     the business of producing, mining, manufacturing, buying and selling of
     building materials of all kinds; to establish and maintain an oil business
     with authority to contract for the lease and purchase of the right to
     prospect for, develop and use coal and other minerals, petroleum and gas;
     also the right to erect, build and own all necessary oil tanks, cars and
     pipes necessary for the operation of the business of the same; to establish
     and maintain a drilling business with authority to own and operate drilling
     rigs, machinery, tools and apparatus necessary in the boring or otherwise
     sinking of wells in the production of oil, gas or water, or either, and the
     purchase and sale of such goods, wares and merchandise used for such
     business; to engage in the business of storing, transporting, buying and
     selling oil, gas, salt, brine and other mineral solutions and liquefied
     minerals; also sand and clay for the manufacture and sale of clay products;
     to purchase and sell goods, wares and merchandise and agricultural and farm
     products.

               To have one or more offices, to carry on all or any of its
     operations and business and without restriction or limit as to amount to
     purchase or otherwise acquire, hold, own, mortgage, sell, convey or
     otherwise dispose of, real and personal property of every class and
     description in any of the states, districts, territories or colonies of the
     United States, and in any and all foreign countries, subject to the laws of
     such state, district, territory, colony or country.

               In general, to carry on any other business in connection with the
     foregoing, and to have and exercise all the powers conferred by the laws of
     Delaware upon corporations formed under the General Corporation Law of the
     State of Delaware, and to do any or all of the things hereinbefore set
     forth to the same extent as natural persons might or could do.

          The objects and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clause in this
certificate of incorporation, but the objects and pur-

                                      -5-



poses specified in each of the foregoing clauses of this Article shall be
regarded as independent objects and purposes.

          FOURTH. The total number of shares of stock which the corporation
shall have authority to issue is two hundred fifty thousand (250,000) and the
par value of each or such shares is One Dollar ($1.00), amounting in the
aggregate to Two Hundred Fifty Thousand Dollars ($250,000.00).

          No holder of any stock of the corporation shall be entitled as a
matter of right to purchase or subscribe for any part of any stock of the
corporation, authorized by this certificate, or of any additional stock of any
class to be issued by reason of any increase of the authorized stock of the
corporation, or of any bonds, certificates of indebtedness, debentures or other
securities convertible into stock of the corporation, but any stock authorized
by this certificate or any such additional authorized issue of new stock or of
securities convertible into stock may be issued and disposed of by the Board of
Directors to such persons, firms, corporations or associations for such
consideration and upon such terms and in such manner as the Board of Directors
may in their discretion determine without offering any thereof on the same terms
or on any terms to the stockholders then of record or to any class of
stockholders.

          The corporation shall be entitled to treat the person in whose name
any share, right or option is registered as the owner thereof for all purposes
and shall not be bound to recognize any

                                      -6-



equitable or other claim to or interest in such share, right or option on the
part of any other person, whether or not the corporation shall have notice
thereof, save as may be expressly provided by the laws of the State of Delaware.

          A director shall be fully protected in relying in good faith upon the
books of account of the corporation or statements prepared by any of its
officials as to the value and amount of the assets, liabilities and/or net
profits of the corporation, or any other facts pertinent to the existence and
amount of surplus or other funds from which dividends might properly be declared
and paid.

          Without action by the stockholders, the shares of stock may be issued
by the corporation from time to time for such consideration as may be fixed from
time to time by the Board of Directors thereof, and any and all such shares so
issued, the full consideration for which has been paid or delivered, shall be
deemed fully paid stock and not liable to any further call or assessment
thereon, and the holder of such shares shall not be liable for any further call
or assessment thereon, or for any other payment thereon.

          FIFTH. The minimum amount of capital with which the corporation will
commence business is one Thousand and No/100 Dollars ($1,000.00).

          SIXTH. The name and place of residence of each of the incorporators
are as follows:

                                      -7-



               NAME                             RESIDENCE
               ----                             ---------

          R. F. Westover                   Wilmington, Delaware

          L. A. Schoonmaker                Wilmington, Delaware

          A. D. Atwell                     Wilmington, Delaware

          SEVENTH. The corporation is to have perpetual existence.

          EIGHTH. The private property of the stockholders shall not be subject
to the payment of corporate debts to any extent whatever.

          NINTH. All corporate powers shall be exercised by the Board of
Directors, except as otherwise provided by statute or by this Certificate of
Incorporation.

          The Directors of the corporation shall be elected by the stockholders
of the corporation at the time and in the manner specified in the By-laws of the
corporation; such election of directors need not be by ballot.

          TENTH. In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is expressly
authorized:

          1. To fix, determine and vary from time to time the amount to be
maintained as surplus and the amount or amounts to be set apart as working
capital.

          2. To set apart out of any of the funds of the corporation

                                      -8-



available for dividends, a reserve or reserves for any proper purposes and/or
to abolish any such reserve in the manner in which it was created.

          3. To make, amend, alter, change, add to, or repeal By-laws for the
corporation without any action on the part of the stockholders. The By-laws made
by the directors may be amended, altered, changed, added to or repealed by the
stockholders.

          4. To authorize and cause to be executed mortgages and liens without
limit as to amount upon the real and personal property of the corporation,
including after-acquired property.

          5. From time to time to determine whether and to what extent and at
what times and places and under what conditions and regulations the books and
accounts of this corporation or any of them other than the stock ledger, shall
be open to the inspection of the stockholders, and no stockholder shall have any
right to inspect any account or book or document of the corporation, except as
conferred by law or authorized by resolution of the directors or of the stock
holders.

          6. To authorize the payment of compensation to the directors for
services to the corporation, including fees for attendance at meetings of the
Board of Directors, of the Executive Committee, and of other Committees, and to
determine the amount of such compensation and fees.

          7. To sell, lease or exchange all of its property and

                                      -9-



assets, including its good will and its corporate franchises upon such terms and
conditions and for such consideration which may be in whole or in part shares of
stock in and/or other securities of any other corporation or corporations when
and as authorized by the affirmative vote of the holders of a majority of the
stock issued and outstanding having voting power given at a stockholders'
meeting duly called for that purpose or when authorized by the written consent
of the holders of a majority of the voting stock issued and outstanding.

          8. This corporation may in its By-laws confer powers additional to the
foregoing upon the directors, in addition to the powers and authorities
expressly conferred upon them by law.

          ELEVENTH. No contract or other transaction between the corporation and
any other corporation and no other act of the corporation shall, in the absence
of fraud, be invalidated or in any way affected by the fact that any of the
directors of the corporation are pecuniarily or otherwise interested in such
contract, transaction or other act, or are directors or officers of such other
corporation. Any director of the corporation, individually, or any firm or
association of which any such director may be a member, may be a party to, or
may be pecuniarily or otherwise interested in, any contract or transaction of
the corporation, provided that the fact that he individually or such firm or
association is so interested shall be disclosed or shall have been known to the
Board of

                                      -10-



Directors; and any director of the corporation who is a director or officer of
such other corporation or who is so interested may be counted in determining the
existence of a quorum at any meeting of the Board of Directors which shall
authorize any such contract or transaction, and may vote thereat to authorize
any such contract or transaction with like force and effect as if he were not
such director or officer of such other corporation or not so interested, every
director of the corporation being hereby relieved from any disability which
might otherwise prevent him from carrying out transactions with or contracting
with the corporation for the benefit of himself or any firm, corporation,
association, trust or organization in which or with which he may be in anywise
interested or connected.

          Any contract, transaction or act of the corporation or of the Board of
Directors which shall be ratified by a quorum of the stockholders entitled to
vote at any annual meeting or at any special meeting called for that purpose
shall be as valid and binding as though ratified by every stockholder of the
corporation; provided, however, that any failure of the stockholders to approve
or ratify such contracts, transaction or act when and if submitted, shall not be
deemed in any way to invalidate the same or to deprive the corporation, its
directors or officers of their right to proceed with such contract, transaction
or action.

          TWELFTH. Any and all of this corporation's directors or officers or
former directors or officers or any person who may have

                                      -11-



served at this corporation's request as a director or officer of another
corporation in which this corporation owns shares of capital stock or of which
this corporation is a creditor, shall be indemnified against expenses actually
and necessarily incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made parties, or a party,
by reason of being or having been directors or officers or a director or officer
of this corporation, or of such other corporation, except in relation to matters
as to which any such director or officer or former director or officer or person
shall be adjudged in such action, suit or proceeding to be liable for negligence
or misconduct in the performance of duty. The foregoing right to indemnity shall
include reimbursement of the amounts and expenses paid in settling any such
action, suit or proceeding, when settling or a plea of nolo contendere appears
to be in the interest of the corporation. Such indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any by-laws, agreement, vote of stockholder or otherwise.

          THIRTEENTH. Upon the written consent or vote of the holders of a
majority in aggregate number of the shares of stock of the corporation then
outstanding and entitled to vote, every statute of the State of Delaware (a)
increasing, diminishing or in any way affecting the rights, powers, or
privileges of stockholders of corporations organized under the general laws of
said State, or

                                      -12-



(b) giving effect to the action taken by any part, less than all, of the
stockholders of any such corporation, shall be binding upon the corporation and
every stockholder thereof to the same extent as if such statute had been in
force at the date of the making, filing and recording of this Certificate of
Incorporation of the corporation.

          FOURTEENTH. If the By-laws so provide, the stockholders, and directors
shall have power to hold their meetings, to have an office or offices and to
keep the books of this corporation (subject to the provisions of the statute),
outside the State of Delaware, at such places as may from time to time be
designated by the By-laws or by resolution of the directors.

          FIFTEENTH. This corporation reserves the right to amend, alter, change
or repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by law, and all rights conferred on officers,
directors and stockholders herein are granted subject to this reservation.

          We, the undersigned, being all of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make and file this Certificate of
Incorporation, hereby declaring and certifying that the facts herein stated are
true, and accordingly hereunto have set our respective hands and seals this
21st day of April, A. D. 1960.


                                               /s/ Illegible
                                              ----------------------------------


                                               /s/ Illegible
                                              ----------------------------------


                                               /s/ Illegible
                                              ----------------------------------

                                      -13-



THE STATE OF DELAWARE      )

                           )   ss.

COUNTY OF NEW CASTLE       )

          BE IT REMEMBERED that on this 21st day of April, 1960, personally
appeared before me the subscriber, a Notary Public for the State and County
aforesaid, R.F. Westover, L. A. Schoonmaker and A. D. Atwell all the parties to
the foregoing Certificate of Incorporation, known to me personally to be such
and severally acknowledged the said Certificate to be their act and deed
respectively, and that the facts therein stated were truly set forth.

          GIVEN UNDER MY HAND AND SEAL OF OFFICE the day and year aforesaid.


                                                 /s/ Illegible
                                                 -------------------------------
                                                   Notary Public in and for
                                                  New Castle County, Delaware

                                                          [SEAL]

                                      -14-

EX-3.7

                                                                     Exhibit 3.7

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                     * * * *

          SOUTHWESTERN FINANCIAL CORPORATION, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

          FIRST: That the Board of Directors of said corporation, at a meeting
duly held on December 17, 1964, adopted a resolution proposing and declaring
advisable the following amendment to the Certificate of Incorporation of said
corporation:

          RESOLVED, that the Certificate of Incorporation of this Corporation be
     amended by changing the Article thereof numbered "FIRST" so that, as
     amended, said Article shall be and read as follows:

          "FIRST. The name of this Corporation is BROOKHOLLOW CORPORATION:"

          SECOND: That the said amendment has been consented to and authorized
by the holders of all the issued and outstanding stock, entitled to vote, by a
written consent given in accordance with the provisions of Section 228 of The
General Corporation Law of Delaware, and filed with the corporation.

          THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of The General
Corporation Law of Delaware.

          IN WITNESS WHEREOF, said SOUTHWESTERN FINANCIAL CORPORATION has caused
its corporate seal to be hereunto affixed and



this certificate to be signed by Ralph B. Rogers, its President, and E. McIntosh
Cover, its Assistant Secretary, this 17th day of December, 1964.

                                              SOUTHWESTERN FINANCIAL CORPORATION


                                              By /s/ Ralph B. Roger
                                                 -------------------------------
                                                     President

[SEAL]


                                              By /s/ E. McIntosh Cover
                                                 -------------------------------
                                                 Assistant Secretary

STATE OF TEXAS          (S)
                        (S)   ss:
COUNTY OF TARRANT       (S)

          BE IT REMEMBERED that on this 17th day of December,A.D 1964,
personally came before me Lorraine Weatherly a Notary Public in and for the
County and State aforesaid, Ralph B. Rogers, President of SOUTHWESTERN FINANCIAL
CORPORATION, a corporation of the State of Delaware, the corporation described
in and which executed the foregoing certificate, known to me personally to be
such, and he, the said Ralph B. Rogers as such President, duly executed said
certificate before me and acknowledged the said certificate to be his act and
deed and the act and deed of said corporation; that the signatures of the said
President and of the Assistant Secretary of said corporation to said foregoing
certificate are in the handwriting of the said President and Assistant Secretary
of said corporation respectively, and that the seal affixed to said certificate
is the common or corporate seal of said corporation.

          IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.


[SEAL]                                           /s/ Illegible
                                              ----------------------------------
                                                 Notary Public, Tarrant County
                                                             Texas

                                                       ______ ______ ___  ___
                                                         __ ___ __ _____ __
                                                       ___ _____ _____ __ ___

                                       -2-

EX-3.8

                                                                     Exhibit 3.8
                                     BY-LAWS

                                       OF

                             BROOKHOLLOW CORPORATION
                  (formerly SOUTHWESTERN FINANCIAL CORPORATION)

                            As adopted April 21, 1960
                           As Amended October 19, 1964
                           As Amended October 21, 1969

          SECTION 1. In addition to its principal office in the State of
Delaware, the Corporation may also have offices at such other places both within
and without the State of Delaware as the Board of Directors shall from time to
time determine.

          SECTION 2. All meetings of the stockholders for the election of
directors shall be held in the City of Dallas, State of Texas, at such place
within such city as the Board of Directors may determine and which shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof. Meetings of stockholders for any other purpose may be held at such time
and place, within or without the State of Delaware, as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

          SECTION 3. An annual meeting of the stockholders of the Corporation
shall be held on the third Tuesday of October in each year, at 9:00 o'clock in
the forenoon, unless such day is a legal holiday, in which case such meeting
shall be held on the first day thereafter which is



order, with the residence of each and the number of voting shares held by each,
shall be prepared by the secretary. Such list shall be open to the
examination of any stockholder during ordinary business hours, for a period of
at least ten days prior to the election, either at a place within the city, town
or village where the election is to be held and which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where said
meeting is to be held, and such list shall be produced and kept at the time and
place of election during the whole time thereof, and subject to the inspection
of any stockholder who may be present.

          SECTION 7. The holders of a majority of the stock of the Corporation
issued and outstanding and having voting power present in person or represented
by proxy shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute, by the
certificate of incorporation, or by these By-Laws, but less than a quorum shall
have power to adjourn any meeting from time to time without notice other than
announcement at the meeting. The holders of a majority of the stock present and
entitled to vote at a duly qualified meeting of stockholders shall have power to
act, unless the question is one upon which by express provision of the statutes
or of the certificate of incorporation or of these By-Laws a different vote is
required, in which case such express provision shall govern and control the
decision of



such question.

          SECTION 8. At every meeting of stockholders each stockholder entitled
to vote thereat shall be entitled to one vote for each share of stock having
voting power registered in his name on the books of the Corporation, and may
vote and otherwise act in person or by proxy appointed by an instrument in
writing subscribed by such stockholder; but no proxy shall be voted upon more
than three (3) years after its date unless such proxy provides for a longer
period.

          SECTION 9. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken in connection with any corporate action by any
provisions of the statutes or of the certificate of incorporation or of these
By-Laws, the meeting and vote of stockholders may be dispensed with if all the
stockholders who would have been entitled to vote upon the action if such
meeting were held shall consent in writing to such corporate action being taken.

          SECTION 10. The property and business of the Corporation shall be
managed by a Board of not less than 3 nor more than 11 directors. The first
board shall consist of three directors. Thereafter, within the limits herein
specified, the number of directors shall be fixed and may be changed, from time
to time, by resolution of the Board of Directors or by the stockholders at the
annual meeting. The directors shall be elected at the annual meeting of the



stockholders, except as provided in Section 11 of these bylaws, and each
director elected shall hold office until his successor shall be elected and
shall qualify. Directors need not be stockholders.

          SECTION 11. If any vacancies occur in the Board of Directors caused by
death, resignation, retirement, disqualification or removal from office of any
director or otherwise, or any new directorship is created by any increase in the
authorized number of directors, a majority of the directors then in office,
though less than a quorum, may choose a successor or successors, or fill the
newly created directorship, and the directors so chosen shall hold office until
the next annual election of directors and until their successors shall be duly
elected and qualified, unless sooner displaced.

          SECTION 12. Meetings of the Board of Directors shall be held at the
times fixed by resolutions of the Board or upon call of the Chairman of the
Board, the President or any two directors and such meetings, whether regular or
special, may be held either within or without the State of Delaware. The
Secretary or officer performing his duties shall give reasonable notice (which
need not in any event exceed two [2] days) of all meetings of directors,
provided that a meeting may be held without notice immediately after the annual
election, and notice need not be given of regular meetings held at times fixed
by resolution of the Board. Meetings may be held at any time without notice if
all the



directors are present or if those not present waive notice either before or
after the meeting. Notice by mail or telegraph to the usual business or
residence address of the directors not less than the time above specified before
the meeting shall be sufficient. One-third of the directors, but in no case less
than 2 directors, shall constitute a quorum for the transaction of business, and
the act of a majority of the directors present at any meeting at which there is
a quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation or by
these By-Laws.

          SECTION 13. The Board of Directors shall have power to authorize
payment of compensation to the directors for services to the Corporation,
including fees for attendance at meetings of the Board of Directors, of the
Executive Committee and of other committees and to determine the amount of such
compensation and fees.

          SECTION 14. The Board of Directors, as soon as may be after the
election of directors in each year, may appoint one of their number Chairman of
the Board and shall appoint one of their number President of the Corporation,
and shall also appoint one or more Vice-Presidents, a Secretary and a Treasurer,
and shall from time to time appoint such other officers as they may deem proper,
none of whom needs to be a member of the Board of Directors. Two or more offices
may be held by the same person, except that



where the offices of president and secretary are held by the same person, such
person shall not hold any other office.

          SECTION 15. The term of office of all officers shall be until the next
election of directors and until their respective successors are chosen and
qualified, or until they shall die or resign but any officer may be removed from
office at any time by the Board of Directors. Vacancies in any office may be
filled by the Board at any meeting.

          SECTION 16. The officers of the Corporation shall have such powers and
duties as usually pertain to their offices, except as modified by the Board of
Directors, and shall also have such powers and duties as may from time to time
be conferred upon them by the Board of Directors. Without limiting the
generality of the foregoing provision, the Chairman of the Board of Directors or
the President, if there be no Chairman of the Board, shall be the chief
executive officer of the corporation and shall preside at all meetings of the
stockholders and directors at which such officer is present.

          SECTION 17. The Board of Directors, as soon as may be after the
election in each year, may, by a resolution passed by a majority of the whole
Board, appoint an Executive Committee, to consist of the Chairman of the Board,
or the President, and such number of the directors as the Board may from time to
time determine, which shall have and may exercise during the intervals between
the meetings



of the Board all the powers vested in the Board except the power to fill
vacancies in the Board, the power to change the membership of or fill vacancies
in said Committee and the power to change the By-Laws. The Board shall have the
power at any time to change the membership of such Committee and to fill
vacancies in it. The Executive Committee may make rules for the conduct of its
business and may appoint such committees and assistants as it may deem
necessary. A majority of the members of said Committee shall constitute a
quorum. The Chairman of the Board or the President, if there is no Chairman of
the Board, shall be the Chairman of the Executive Committee.

          SECTION 18. In addition to the Executive Committee, the Board of
Directors may, by resolution passed by a majority of the whole Board, designate
one or more other committees, each committee to consist of two or more of the
directors of the Corporation, which, to the extent provided in said resolution,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and may have power to
authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

          SECTION 19. Whenever under the provisions of the statutes or of the
certificate of incorporation or of these



By-Laws, notice is required to be given to any director or stockholder, it shall
not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or stockholder at such address as
appears on the books of the Corporation, and such notice shall be deemed to be
given at the time when the same shall be thus mailed. Whenever notice is
required to be given, a waiver thereof in writing signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

          SECTION 20. Certificates of stock shall be of such form and device as
the Board of Directors may elect and shall be signed by the Chairman of the
Board of Directors, the President, or a Vice-President and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, but where any
such certificate is signed (1) by a transfer agent or an assistant transfer
agent or (2) by a transfer clerk acting on behalf of the Corporation and by a
registrar, the signatures of any such officers of the Corporation may be
facsimiles, engraved or printed.

          SECTION 21. The stock of the Corporation shall be transferable or
assignable only on the books of the Corporation by the holders in person, or by
attorney, on the surrender of the certificates therefor. The Board of Directors
may appoint one or more transfer agents and registrars of the stock.



          SECTION 22. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

          SECTION 23. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.

          SECTION 24. The Board of Directors shall have the power to close the
stock transfer books of the Corporation for a period not exceeding fifty (50)
days preceding the date of any meeting of stockholders, or the date for payment



of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect or for a
period of not exceeding fifty (50) days in connection with obtaining the consent
of stockholders for any purpose. In lieu of closing the stock transfer books as
aforesaid, the Board of Directors is hereby authorized to fix in advance a date,
not exceeding fifty (50) days preceding the date of any meeting of stockholders
or the date for the payment of any dividend or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining such consent, as a
record date for the determination of the stockholders entitled to notice of and
to vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividends, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock, or to give such consent, and in such case such stockholders and
only such stockholders as shall be stockholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as the
case may be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.



          SECTION 25. The Board of Directors are authorized to select such
depositaries as they shall deem proper for the funds of the Corporation. All
checks and drafts against such deposited funds shall be signed and countersigned
by persons to be specified by the Board of Directors.

          SECTION 26. The corporate seal of the Corporation shall be in such
form as the Board of Directors shall prescribe. Said Seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

          SECTION 27. The Corporation may indemnify every person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the corporation, by
reason of the fact that said person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement incurred by said person
in connection with such action, suit or proceeding, to the full extent permitted
by the laws of the State of Delaware in effect from time to time. The
Corporation shall have the right and power to purchase and maintain insurance in
such principal amounts as shall be



approved by resolution of the Board of Directors of the Corporation from time to
time on behalf of each said person against any liability asserted against and
incurred by said person in any such aforesaid capacity, or arising out of said
person's status as such, to the full extent permitted by the laws of the State
of Delaware in effect from time to time.

          SECTION 28. These By-Laws may be altered or repealed at any regular
meeting of the stockholders or at any special meeting of the stockholders at
which a quorum is present or represented, provided notice of the proposed
alteration or repeal be contained in the notice of such special meeting, by the
affirmative vote of a majority of the stock entitled to vote at such meeting and
present or represented thereat, or by the affirmative vote of a majority of the
Board of Directors at any regular meeting of the Board or at any special meeting
of the Board if notice of the proposed alteration or repeal be contained in the
notice of such special meeting; provided, however, that no change of the time or
place of the meeting for the election of directors shall be made within sixty
days next before the day on which such meeting is to be held, and that in case
of any change of such time or place, notice thereof shall be given to each
stockholder in person or by letter mailed to his last known post-office address
at least twenty days before the meeting is held.

EX-3.9

                                                                     Exhibit 3.9

                            ARTICLES OF INCORPORATION

                                       OF

                          BROOK HOLLOW PROPERTIES, INC.

                                   ----------

          We, the undersigned natural persons of the age of twenty one years or
more, at least two of whom are citizens of the State of Texas, acting as
incorporators of a corporation under the Texas Business Corporation Act, do
hereby adopt the following Articles of Incorporation for such corporation.

                                   ARTICLE ONE

          The name of the corporation is BROOK HOLLOW PROPERTIES, INC.

                                   ARTICLE TWO

          The period of its duration is perpetual.

                                  ARTICLE THREE

          The purpose or purposes for which the corporation is organized are:

          To purchase, lease or otherwise acquire, and to own, subdivide,
     lease, sell and otherwise deal in real estate, within towns, cities or
     villages, and their suburbs not extending more than two miles beyond their
     corporate limits, and to accumulate and lend money for that purpose.

          To construct, erect, alter, repair and maintain shopping centers,
     houses, apartment houses, buildings, and other types of structures.

          To own, manage, operate, rent, lease, sell and otherwise deal in
     shopping centers, apartment houses, buildings, and other types of
     structures.

          To manufacture, purchase, or otherwise acquire, invest in, own,
     mortgage, pledge, sell, assign and transfer or other-

                                       A-1



     wise dispose of, trade, deal in and deal with goods, wares and merchandise
     and personal property of every class and description.

                                  ARTICLE FOUR

          The aggregate number of shares which the corporation shall have
authority to issue is one million (1,000,000) of the par value of One Dollar
($1.00) each.

                                  ARTICLE FIVE

          The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00), consisting of money, labor done, or property actually received,
which sum is not less than One Thousand Dollars ($1,000.00).

                                   ARTICLE SIX

          No holder of any stock of the corporation shall be entitled, as a
matter of right, to purchase or subscribe for any part of any stock which the
corporation is authorized to issue.

                                  ARTICLE SEVEN

          Cumulative voting is expressly prohibited. At each election of
directors every shareholder entitled to vote at such election shall have the
right to vote, in person or by proxy, the number of shares owned by him for as
many persons as there are directors to be elected and for whose election he has
a right to vote; no shareholder shall be entitled to cumulate his Votes by
giving one candidate as many votes as the number of such directors multiplied by
his shares shall equal, or by distributing such votes on the

                                       A-2



same principle among any number of such candidates.

                                  ARTICLE EIGHT

          The post office address of its initial registered office is 715 Avenue
H East, Arlington, Texas, and the name of its initial registered agent at such
address is Ralph B. Rogers.

                                  ARTICLE NINE

          The number of directors constituting the initial board of directors is
three (3). The names and addresses of the persons who are to serve as directors
until the first annual meeting of the shareholders or until their successors
are elected and qualified are:

        Name                      Street Address
- ---------------------   ----------------------------------
Ralph B. Rogers         715 Avenue H East Arlington, Texas

John B. Rogers          715 Avenue H East Arlington, Texas

Russell E. Kibbe, Jr.   715 Avenue H East Arlington, Texas

                                   ARTICLE TEN

          The names and addresses of the incorporators are:

        Name                               Street Address
- -----------------------   -----------------------------------------------
Harold B. Pressley, Jr.   1900 Republic National Bank Bldg. Dallas, Texas
Gordon Fogg               1900 Republic National Bank Bldg. Dallas, Texas
Charles G. Purnell        1900 Republic National Bank Bldg. Dallas, Texas

                                       A-3



          IN WITNESS WHEREOF, we have hereunto set our hands, this 21st day of
June, 1962.


                                           /s/ Harold B. Pressley, Jr.
                                           -------------------------------------
                                           Harold B. Pressley, Jr.


                                           /s/ Gordon Fogg
                                           -------------------------------------
                                           Gordon Fogg


                                           /s/ Charles G. Purnell
                                           -------------------------------------
                                           Charles G. Purnell

THE STATE OF TEXAS   )
                     )
COUNTY OF DALLAS     )

          I, JOAN MASSENGALE, a Notary Public, do hereby certify that on this
21st day of June, 1962, personally appeared before me HAROLD B. PRESSLEY, JR.,
GORDON FOGG, and CHARLES G. PURNELL, who each being by me first duly sworn,
severally declared that they are the persons who signed the foregoing document
as incorporators, and that the statements therein contained are true.


                                           /s/ Joan Massengale
                                           -------------------------------------
                                           Notary Public in and for
                                              Dallas County, Texas

                                                      JOAN MASSENGALE

[SEAL]

                                       A-4

EX-3.10

                                                                    Exhibit 3.10

                                     BY-LAWS

                                       OF

                          BROOK HOLLOW PROPERTIES, INC.

                                   ----------

                                    ARTICLE I

                                     OFFICES

          Section 1. The registered office shall be located in the City of
Dallas, County of Dallas, State of Texas.

          Section 2. The corporation may also have offices at such other places
within or without the State of Texas as the board of directors may from time to
time determine or as the business of the corporation may require.

                     Section 2. Amended 9/9/64. See Addenda

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

          Section 1. Meetings of the shareholders shall be held in the City of
Dallas, State of Texas.

          Section 2. An annual meeting of shareholders, commencing in the year
1963, shall be held at 10:00 o'clock in the forenoon on the second Wednesday of
September in each, year, unless such day is a legal holiday, in which case such
meeting shall be held at the specified time on the first day thereafter which is
not a legal holiday. At such meeting the shareholders entitled to vote thereat
shall elect by plurality vote ________ directors, ___ may transact such other
business as may properly _______ before the meeting.

          Section 3. Special meetings of the shareholders may be called by the
Chairman of the Board of Directors, the president, the



board of directors or the holders of not less than one-tenth of all shares
entitled to vote at the meeting.

          Section 4. Written or printed notice stating the place, day and hour
of the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten nor more than
fifty days before the date of the meeting, either personally or by mail, by or
at the direction of the president, the secretary, or the officer or person
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notes shall be deemed to be delivered when deposited in
the United States mail addressed to the shareholder at his address as it appears
on the stock transfer books of the corporation, with postage thereon prepaid.

          Section 5. Business transacted at any special meeting shall be
confined to the purposes stated in the notice thereof.

          Section 6. The holders of a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at meetings of
shareholders except as otherwise provided in the articles of incorporation. If,
however, a quorum shall not be present or represented at any meeting of the
shareholders, the shareholders present in person or represented by proxy shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting. Until a quorum shall be present or represented. At
such _______ meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified.

                                       -2-



          Section 7. The vote of the holders of a majority of the shares
entitled to vote _____________ at a meeting at which a quorum is present shall
be the act of the shareholders meeting, unless _____ of a greater number is
required by law or the articles of incorporation.

          Section 8. Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of the shares of any
class are limited or denied by the articles of incorporation. At each election
for directors every shareholder entitled to vote at such election shall have the
right to vote, in person or by proxy, the number of shares owned by him for as
many persons as there are directors to be elected and for whose election he has
a right to vote.

          Section 9. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or by his ____ authorized attorney in
fact, No proxy shall be valid after eleven (11) months from the date of its
execution unless otherwise provided in the proxy. Each proxy shall be revocable
unless expressly provided therein to be irrevocable, and in no event shall it
remain irrevocable for the period of more than eleven (11) months.

          Section 10. The officer or agent having charge of the stock transfer
books shall make, at least ten days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the address of and
number of shares held

                                      -3-



by each, which list, for a period of ten days prior to such meeting, shall be
kept on file at the registered office of the corporation and shall be subject
to inspection by any shareholder at any time during usual business hours. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting. The original stock transfer books shall be prima facie evidence
as to who are the shareholders entitled to examine such list or transfer book or
to vote at any such meeting of shareholders.

          Section 11. Any action required by the statutes to be taken at a
meeting of the shareholders, or any action which may be taken at a meeting of
the shareholders, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.

                      Section 1 amended 9/9/64 See Addenda

                                   ARTICLE III

                                    DIRECTORS

          Section 1. The number of directors of the corporation shall be three
(3). The directors shall be elected at the annual meeting of the shareholders,
except as provided in Section 2 of this Article, and each director elected shall
hold office until his successor is elected and qualified. Directors need not be
residents of the State of Texas or shareholders of the corporation.

          Section 2. Any vacancy occurring in the board of directors may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the board of directors.

                                      -4-



A director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors shall be filled by election at an annual
meeting or at a special meeting of the shareholders entitled to vote called for
that purpose.

          Section 3. The business and affairs of the corporation shall be
managed by its board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the articles of incorporation or by these by-laws directed or required to be
exercised and done by the shareholders.

          Section 4. Meetings of the board of directors, regular or special, may
be held either within or without the State of Texas.

          Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, providing a quorum shall be present. In the event of the failure of the
shareholders to fix the time and place of such first meeting of the newly
elected board of directors, or in the event such meeting is not held at the time
and place so fixed by the shareholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

                                      -5-



          Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

          Section 7. Special meetings of the board of directors may be called by
the Chairman of the Board of Directors or the president and shall be called by
the secretary on the written request of two directors. Written notice of special
meetings of the board of directors shall be given to each director at least
three days before the date of the meeting. Neither the business to be transacted
at ____ the purpose of, any regular or special meeting of the board of directors
need be specified in the notice or waiver of notice of such meeting.

          Section 8. A majority of the directors shall constitute a quorum for
the transaction of business and the act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the board of
directors, unless a greater number is required by the articles of incorporation.
If a quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

          Section 9. The board of directors, by resolution adopted by a majority
of the whole board may designate __________ more directors to constitute an
_____________ _____ ___ committee, unless its authority shall be _________
limited by resolution, shall have and may __________ of the authority of the
board of directors in the business and affairs of the corporation except

                                      -6-



where action of the board of directors is specified by statute. Vacancies in the
membership of the committee shall be filled by the board of directors at a
regular or special meeting of the board of directors. The executive committee
shall keep regular minutes of its proceedings and report the same to the board
when required. The designation of such committee and the delegation thereto of
authority shall not operate to relieve the board of directors, or any member
thereof, of any responsibility imposed upon it or him by law.

                                   ARTICLE IV

                                     NOTICES

          Section 1. Notices to directors and shareholders shall be in writing
and delivered personally or mailed to the directors or shareholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when same shall be mailed. Notice to directors
may also be given by telegram.

          Section 2. Whenever any notice is required to be given to any
shareholder or director under the provisions of the statutes or of the articles
of incorporation or of these by-laws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be equivalent to the giving of such notice.

          Section 3. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not

                                      -7-



lawfully called or convened.

                                    ARTICLE V

                                    OFFICERS

          Section 1. The officers of the corporation shall consist of a
president, one or more vice presidents, a secretary and a treasurer, and may
include a Chairman of the Board, each of whom shall be elected by the board of
directors. Any two or more offices may be held by the same person, except that
the president and secretary shall not be the same person.

          Section 2. The board of directors at its first meeting after each
annual meeting of shareholders, shall choose a president, one or more vice
presidents, a secretary and a treasurer, none of whom need be a member of the
board, and may appoint one of their number Chairman of the Board.

          Section 3. Such other officers and assistant officers and agents as
may be deemed necessary may be elected or appointed by the board of directors.

          Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

          Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer or agent or member of the
executive committee elected or appointed by the board of directors may be
removed by the board of directors whenever in its judgment the best interests of
the corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Any vacancy

                                      -8-



occurring in any office of the corporation by death, resignation, removal or
otherwise shall be filled by the board of directors.

          Section 6. The board of directors may designate whether the Chairman
of the Board, if such an officer shall have been appointed, or the president
shall be the chief executive officer of the corporation. The officer so
designated as the chief executive officer shall preside at all meetings of the
shareholders and the board of directors and shall have such other powers and
duties as usually pertain to such office or as may be delegated by the board of
directors. The president shall have such powers and, duties as usually pertain
to such office, except as the same may be modified by the board of directors.
Unless the board of directors shall otherwise delegate such duties, the
president shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect.

          Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

          Section 8. The vice president in order of their seniority, unless
otherwise determined by the board of directors, shall, in the absence or
disability of the president, perform the duties and exercise the powers of the
president. They shall perform

                                      -9-



such other duties and have such other powers as the board of directors shall
prescribe.

          Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall keep in safe custody
the seal of the corporation and, when authorized by the board of directors,
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the treasurer or an assistant
secretary.

          Section 10. The assistant secretaries in the order of their seniority,
unless otherwise determined by the board of directors, shall, in the absence or
disability of the secretary, perform the duties and exercise the power of the
secretary. They shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.

          Section 11. The treasurer shall have the custody of the corporate
fund's and securities and shall keep _____ and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories

                                      -10-



as may be designated by the board of directors.

          Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors at
its regular meetings or when the board of directors so requires an account of
all his transactions as treasurer and of the financial condition of the
corporation.

          Section 13. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

          Section 14. The assistant treasurers in the order of their seniority,
unless otherwise determined by the board of directors, shall, in the absence or
disability of the treasurer, perform the duties and exercise the powers of the
treasurer. They shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.

                                   ARTICLE VI

                             CERTIFICATES FOR SHARES

          Section 1. The corporation shall deliver certificates representing all
shares to which shareholders are entitled; and such certificates shall be signed
by the president or a vice president,

                                      -11-



and the secretary or an assistant secretary of the corporation, and may be
sealed with the seal of the corporation or a facsimile thereof. No certificate
shall be issued for any share until the consideration therefor has been fully
paid. Each certificate representing shares shall state upon the face thereof
that the corporation is organized under the laws of the State of Texas, the name
of the person to whom issued, the number and class and the designation of the
series, if any, which such certificate represents, and the par value of each
share represented by such certificate or a statement that the shares are without
par value.

          Section 2. The signatures of the president or vice president and the
secretary or assistant secretary upon a certificate may be facsimiles, if the
certificate is countersigned by a transfer agent, or registered by a registrar,
other than the corporation itself or an employee of the corporation. In case any
officer who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of the issuance.

          Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the board of directors may, in its discretion
and as a

                                      -12-



condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost or destroyed.

          Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

          Section 5. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors may provide that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, fifty days. If the stock transfer books
shall be closed for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such books shall be closed for at
least ten days immediately preceding such meeting. In lieu of closing the stock
transfer books, the board of directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than fifty

                                      -13-



days, and, in case of a meeting of shareholders, not less than ten days, prior
to the date on which the particular action requiring such determination of
shareholders is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the board of directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, except where the
determination has been made through the closing of stock transfer books and the
stated period of closing has expired.

          Section 6. The corporation shall be entitled to recognize the
exclusive rights of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of Texas.

                                   ARTICLE VII

                               GENERAL PROVISIONS

          Section 1. The board of directors may declare and the corporation may
pay dividends on its outstanding shares in cash,

                                      -14-



property, or its own shares pursuant to law and subject to the provisions of its
articles of incorporation.

          Section 2. The board of directors may by resolution create a reserve
or reserves out of earned surplus for any proper purpose or purposes, and may
abolish any such reserve in the same manner.

          Section 3. The board of directors must, when requested by the holders
of at least one third of the outstanding shares of the corporation, present
written reports of the situation and amount of business of the corporation.

          Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

          Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

          Section 6. The corporate seal shall have inscribed thereon the name of
the corporation and may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced

                                  ARTICLE VIII

                                   AMENDMENTS

          These by-laws may be altered, amended or repealed at any regular or
special meeting of the board of directors.

                                      -15-




To the Secretary of State
   of the State of Texas:

     C T Corporation System, as the registered agent for the domestic and
foreign corporations named on the attached list submits the following statement
for the purpose of changing the registered office for such corporations, in the
State of Texas:

1.   The name of the corporation is See attached list

2.   The post office address of its present registered office is c/o C T
     CORPORATION SYSTEM, 1601 ELM STREET, DALLAS, TEXAS 75201

3.   The post office address to which its registered office is to be changed is
     c/o C T CORPORATION SYSTEM, 350 N. ST. PAUL STREET, DALLAS, TEXAS 75201

4.   The name of its present registered agent is C T CORPORATION SYSTEM

5.   The name of its successor registered agent is C T CORPORATION SYSTEM

6.   The post office address of its registered office and the post office
     address of the business office of its registered agent, as changed, will be
     identical.

7.   Notice of this change of address has been given in writing to each
     corporation named on the attached list 10 days prior to the date of filing
     of this certificate.

Dated July 2, 1990.

                                                        C T CORPORATION SYSTEM


                                                        By /s/ Illegible
                                                           ---------------------
                                                           Its Vice President

EX-3.11

                                                                    Exhibit 3.11

                                   ARTICLES OF

                                  INCORPORATION

                                       OF

                         BROOKHOLLOW OF ALEXANDRIA, INC.

                                     FIRST:

The name of the corporation is BROOKHOLLOW OF ALEXANDRIA, INC.

                                     SECOND:

The purposes for which this corporation is formed are as follows:

          To engage in any lawful activity for which corporations may be formed
under the Louisiana Business Corporation Law.

          To manufacture purchase or otherwise acquire, own, mortgage, pledge,
sell, assign, transfer or otherwise dispose of, to trade, deal in and deal with,
goods, wares and merchandise and real and personal property of every class and
description;

          To acquire, and pay for in cash, stock or bonds of this corporation,
or otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation;

          To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage, or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copy-rights, trade-marks and trade names;

          To carry on any of its businesses or activities as principal, factor,
agent, commission merchant or broker;

          To lend and advance money, property or credit to persons, firms,
partnerships, joint ventures, associations and corporations on such terms as may
seem expedient, in open account, unsecured or secured by goods, wares and
merchandise or lands and real estate, or otherwise.

          To guarantee indebtedness of third parties and to endorse or otherwise
guarantee the principal and Interest of notes, bonds, debentures or other
evidences of indebtedness created or to be created by any corporation, person,
partnership, joint venture, firm or association.

          To purchase, lease or otherwise acquire, own, hold, improve, use,
lease to others, sell, mortgage, encumber, pledge, alienate, or otherwise
dispose of and generally to deal in and with real estate and fixtures and
personal property incidental thereto or connected therewith, and any and all
lands, tenements, hereditaments or any interest therein, and to engage in the
business of purchasing, brokering, development, sale and lease or real estate
and improvements.

          The foregoing clauses shall be construed both as purposes and powers,
and it is hereby expressly provided that the foregoing enumeration of specific
powers and purposes shall not be held to restrict or limit in any manner the



general powers or purposes of this corporation. The corporation is authorized to
carry on any business permitted by law, to have and exercise all the powers
conferred by present or future laws of Louisiana upon corporations, and to do
any or all of the things herein set forth to the same extent as natural persons
might or could do.

                                     THIRD:

          The duration of the corporation is perpetual.

                                     FOURTH:

          The aggregate number of shares which the corporation shall have
authority to issue is One Thousand (1,000) shares of common stock of the par
value of One Dollar ($1.00) each.

                                     FIFTH:

          Shareholders shall have no preemptive rights nor shall any shareholder
be entitled as a matter of right to subscribe for or to receive additional
shares of any class of stock of the corporation, whether now or hereafter
authorized, or any bonds, debentures or other securities convertible into stock,
but such additional shares of stock or other securities convertible into stock
may be issued or disposed of by the Board of Directors to such persons and on
such terms as said Board of Directors in its discretion shall deem advisable.

                                     SIXTH:

          Cumulative voting by shareholders is expressly prohibited.

                                    SEVENTH:

          The full name and post office address of each incorporator is as
follows:

                                      -2-



       NAME                              ADDRESS
- --------------------   -------------------------------------------
Richard C. Bower       8100 Carpenter Freeway, Dallas, Texas 75247

Roger L. Beach         8100 Carpenter Freeway, Dallas, Texas 75247

Joseph N. Richardson   8100 Carpenter Freeway, Dallas, Texas 75247

                                     EIGHTH:

          This corporation reserves the right to amend, alter, change or repeal
any provision contained in these articles in the manner now or hereafter
prescribed by statute, and all rights conferred upon shareholders herein are
granted subject to this reservation.

          IN WITNESS WHEREOF we the undersigned, each capable of contracting,
have hereunto affixed our signatures on this 18 day of April, 1973.


                                                      /s/ Richard C. Bower
                                                      --------------------------
                                                      Richard C. Bower


                                                      /s/ Roger L. Beach
                                                      --------------------------
                                                      Roger L. Beach


                                                      /s/ Joseph N. Richardson
                                                      --------------------------
                                                      Joseph N. Richardson

STATE OF TEXAS     )

COUNTY OF DALLAS   )

          BE IT KNOWN, that on this 18th day of the month of April, in the year
of our Lord, 1973, before me, the undersigned, a Notary Public in and for the
County and State aforesaid duly commissioned and qualified, there came and
appeared JOSEPH N. RICHARDSON, known to me, Notary, and known by me to be one of
the persons whose names appear upon the foregoing instrument and said appearer
declared and acknowledged unto me, Notary, that he executed the said instrument
for the uses and purposes therein set forth and apparent.

          IN WITNESS WHEREOF, said appearer has signed these presents, and I
have hereunto set my official hand and seal on the day and date first
hereinabove written.


                                                      /s/ Illegible
                                                      --------------------------
                                                      Notary Public in and for
                                                      Dallas County, Texas

                                      -3-

EX-3.12

                                                                    Exhibit 3.12

                                     BY-LAWS
                                       OF
                         BROOKHOLLOW OF ALEXANDRIA, INC.

                                    ARTICLE I

                                     OFFICES

          Section 1. In addition to its principal office in the State of
Louisiana, the corporation may also have offices at such other places both
within and without the State of Louisiana as the Board of Directors shall from
time to time determine.

                                   ARTICLE II

                         ANNUAL MEETING OF STOCKHOLDERS

          Section 1. All meetings of stockholders for the election of Directors
shall be held in the City of Dallas, State of Texas, at such place as may be
fixed from time to time by the Board of Directors, or at such other place either
within or without the State of Louisiana as shall be designated from time to
time by the Board of Directors and as stated in the notice of the meeting or in
a duly executed waiver of notice thereof.

          Section 2. Annual Meetings of Stockholders, commencing with the year
1973, shall be held each year on the second Tuesday of October, if not a legal
holiday, then on the next secular day following, at 10:30 in the forenoon, at
which they shall elect, by a plurality vote, a Board of Directors, and transact
such other business as may properly be brought before the meeting; provided,
however, that the stockholders may, by a written agreement signed by the holders
of all outstanding shares of stock entitled to general voting rights, establish
a manner of election or selecting directors other than by a plurality vote
during the term of such written agreement.



          Section 3. Written or printed notice of every meeting of stockholders
stating the place, day and hour and purpose of the meeting shall be delivered
not less than ten (10) nor more than fifty (50) days before the date of the
meeting, either personally or by mail, by the Secretary or the officer
performing his duties or persons calling the meeting, to each stockholder of
record entitled to vote at such meeting.

          Section 4. Special meetings of stockholders for any purpose other than
the election of directors may be held at such time and place within or without
the State of Louisiana as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.

          Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the Chairman of the Board or any two (2) members
of the Board of Directors, and shall be held at the request in writing of
stockholders owning not less than one-half (1/2) of the entire capital stock
having voting power.

          Section 6. The business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

          Section 7. At least ten (10) days before every election of directors,
a complete list of stockholders entitled to vote at said election, arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the Secretary. Such list shall be open at the
office of the corporation in the City of Dallas, Texas, for said ten (10) days,
to the examination of any stockholder, and shall be produced and kept at the
time and place of election during the whole of the time thereof, subject to the
inspection of any stockholder who may be present.

                                      -2-



                                   ARTICLE III

                           QUORUM AND VOTING OF STOCK

          Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

          Section 2. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes or
of the Certificate of Incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

          Section 3. Each outstanding share of stock having voting power shall
be entitled to one (1) vote on each matter submitted to a vote at a meeting of
stockholders. A stockholder may vote either in person or by proxy executed in
writing by the stockholder or by his duly authorized attorney-in-fact. No proxy
shall be valid after three (3) years from the date of its execution unless
otherwise provided in such proxy. Each proxy shall be revocable unless expressly
provided therein to be irrevocable or unless otherwise made irrevocable by law.

                                      -3-



          Subject to the provision set forth in Section 2 of Article II of these
By-Laws, in all elections for directors every stockholder entitled to vote shall
have the right to vote, in person or by proxy, the number of shares of stock
owned by him, for as many persons as there are directors to be elected and for
whose election he has a right to vote, but there shall be no right to cumulative
voting.

          Section 4. Any action required to be taken at a meeting of
stockholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the stockholders entitled
to vote with respect to the subject matter thereof.

                                   ARTICLE IV

                                    DIRECTORS

          Section 1. The property and business of the corporation shall be
managed by a Board of not less than three (3) nor more than ten (10) directors.
The first Board shall consist of three (3) directors. Thereafter, within the
limits herein specified, the number of directors shall be fixed and may be
changed, from time to time, by resolution of the Board of Directors or by the
stockholders at the annual meeting. The directors, other than the first Board of
Directors, shall be elected at the annual meeting of stockholders, except as
provided in Section 2 of this Article IV of these By-Laws, and each director
elected shall hold office until his successor shall be elected and shall
qualify. Directors need not be stockholders. The first Board of Directors shall
hold office until the first annual meeting of stockholders, unless sooner
removed by an affirmative vote of the majority of the issued and outstanding
shares of stock entitled to vote on the elections of directors as hereinafter
provided.

                                      -4-



          Section 2. Any vacancy occurring in the Board of Directors may be
filled by affirmative vote of a majority of the authorized directors immediatley
prior to the occurrence of such vacancy. A director elected to fill a vacancy
shall be elected for the unexpired portion of the term of his predecessor in
office.

          The number of directors fixed to serve on the Board may not be
increased except in even numbers. Any directorships to be filled by reason of an
increase in the number of directors may be filled by the affirmative vote of a
majority of the authorized number of directors immediately prior to any such
increase. A director elected to fill a newly created directorship shall serve
until the next succeeding annual meeting of stockholders and until his successor
shall have been duly elected and qualified, unless sooner displaced.

          Any director may be removed at any time, for cause or without cause,
by an affirmative vote of the holders of a majority of the issued and
outstanding shares of stock entitled to vote on the elections of directors.

          Section 3. The business affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these By-Laws directed or required to be exercised or
done by the stockholders.

          Section 4. The directors may keep the books of the corporation, except
such as are required by law to be kept within or without the State of Louisiana,
at such place or places as they may from time to time determine.

          Section 5. The Board of Directors shall have power to authorize the
payment of compensation to the directors for services to the corporation,
including fees for attendance at meetings of the Board of Directors, of the
Executive Committee and of other committees and to determine the amount of such
compensation and fees.

                                      -5-



                                    ARTICLE V

                       MEETINGS OF THE BOARD OF DIRECTORS

          Section 1. The first meeting of each newly elected Board of Directors
shall be held at the same place as the annual meeting of the stockholders
immediately after such meeting or at such other time and place specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver signed by all of the
directors.

          Section 2. Meetings of the Board of Directors shall be held not less
frequently than every three (3) successive calendar months at the times fixed by
resolutions of the Board and at other times upon call of the Chairman of the
Board or any two (2) directors and such meetings, whether regular or special,
may be held either within or without the State of Louisiana. The Secretary or
officer performing his duties shall give reasonable notice (which shall be at
least, but need not in any event exceed ten (10) days) of all meetings of
directors, provided that a meeting may be held without notice immediately after
the annual meeting of stockholders, and notice need not be given of regular
meetings held at times fixed by resolutions of the Board. Meetings may be held
at any time without notice if all directors are present or if those not present
sign written waivers of notice either before or after the meeting. Notice by
mail or telegraph to the usual business or residence address of the directors
not less than the time above specified before the meeting shall be sufficient. A
majority of the then authorized directors shall constitute a quorum for the
transaction of business and the act of a majority of the then authorized
directors shall be the act of the Board of Directors.

                                      -6-



          Section 3. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

          Section 4. Any action required or permitted to be taken at any meeting
of the Board of Directors, or any committee thereof, may be taken without a
meeting if all members of the Board, or such committee, consent thereto in
writing and the writing or writings are filed with the minutes of the
proceedings of the Board or committee.

                                   ARTICLE VI

                               EXECUTIVE COMMITTEE

          Section 1. The Board of Directors may, by resolution adopted by a
majority of the whole then authorized Board, appoint an Executive Committee to
consist of the Chairman of the Board and such number of the directors as the
majority of the whole of said Board may from time to time determine, which
committee, to the extent provided in such resolution, shall have and exercise
all of the authority of the Board of Directors in the management of the
corporation, except as otherwise required by law. Vacancies in the membership of
the Committee shall be filled by a majority of the whole said Board at a regular
or special meeting of the Board of Directors. The Executive Committee shall keep
regular minutes of its proceedings and report the same to the Board when
required.

                                      -7-



                                   ARTICLE VII

                                     NOTICES

          Section 1. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these By-Laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage prepaid, and such notice shall be deemed to be given
at the time when the same shall be deposited in the United States Postal
Service. Notice to any director or stockholder may also be given by telegram or
delivered in person.

          Section 2. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the Certificate of
Incorporation or these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                  ARTICLE VIII

                                    OFFICERS

          Section 1. The Board of Directors, as soon as may be after the
election of directors in each year, shall elect a Chairman of the Board, a
President, a Secretary and a Treasurer, and may from time to time elect one (1)
or more Vice Presidents and such other officers as they may deem proper. None of
such officers (except for the Chairman of the Board) need be a member of the
Board of Directors. The Board of Directors may appoint from the members of the
Executive Committee, a Chairman of the Executive Committee, if they shall have
established an Executive Committee pursuant to Article VI of these By-Laws.

                                      -8-



          Section 2. The officers of the corporation shall hold office until
their successors are elected and qualify. Any officer elected or appointed by
the Board of Directors may be removed at any time with or without cause by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the corporation shall be filled by the Board of Directors.

          Section 3. The Board of Directors may authorize the execution of
contracts of employment between the Corporation and one (1) or more of the
officers of the corporation. Removal of any such officer from his office without
cause by the directors shall not of itself affect any right to compensation
which such removed officer may have under such contract.

                            The Chairman of the Board

          Section 4. The Chairman of the Board shall preside at all meetings of
the stockholders and directors, including meetings of the Executive Committee,
at which such officer is present.

                     The Chairman of the Executive Committee

          Section 5. The Chairman of the Executive Committee, if such office
shall have been filled by the Board of Directors, shall, in the absence of the
Chairman of the Board, preside at all meetings of the stockholders and
directors.

                                  The President

          Section 6. Except as otherwise provided by the Board of Directors, the
President shall be the chief executive officer of the corporation, shall have,
within the limitations and subject to the procedures established from time to
time by resolution of the Board of Directors, general and active management of
the business of the corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect.

                                      -9-



          Section 7. The President shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the corporation.

                               The Vice Presidents

          Section 8. The Vice President, if there shall be one, or if there
shall be more than one, the Vice Presidents, in the order determined by the
Board of Directors, shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                     The Secretary and Assistant Secretaries

          Section 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
such meetings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or President, under whose supervision he shall be. He
shall have custody of the corporate seal of the corporation and he, or an
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed it may be attested by his signature or by the
signature of such Assistant Secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.

                                      -10-



          Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries, in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     The Treasurer and Assistant Treasurers

          Section 11. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.

          Section 12. The Treasurer shall disburse the funds of the corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.

          Section 13. If required by the Board of Directors, the Treasurer shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.

                                      -11-



          Section 14. The Assistant Treasurer, or, if there shall be more than
one, the Assistant Treasurers, in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                                   ARTICLE IX

                            CERTIFICATES FOR SHARES

          Section 1. The shares of the corporation shall be represented by
certificates signed by the President or a Vice President and the Secretary or an
Assistant Secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.

          When the corporation is authorized to issue shares of more than one
class, every certificate shall set forth upon the face or back of such
certificate a statement of the designations, preferences, limitations and
relative rights of the shares of each class authorized to be issued, as required
by the laws of the State of Louisiana.

          Section 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon any such certificate shall have ceased
to be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issue.

                                      -12-



                                Lost Certificates

          Section 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               Transfer of Shares

          Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate canceled and the transaction recorded upon the books of the
corporation.

                            Closing of Transfer Books

          Section 5. For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders, or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other purpose, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period but
not to exceed, in any case, fifty (50) days. If the stock transfer books shall
be closed for the purpose of determining stockholders entitled to notice of or
to vote at a meeting of stockholders, such books shall be closed for at least
ten (10) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix, in advance, a date as the

                                      -13-



record date for any such determination of stockholders, such date in any case to
be not more than fifty (50) days and, in case of a meeting of stockholders, not
less than ten (10) days prior to the date on which the particular action,
requiring such determination of stockholders, is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of stockholders entitled to notice of or to vote at a meeting of stockholders,
or stockholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of stockholders. When a determination of
stockholders entitled to vote at any meeting of stockholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.

                             Registered Stockholders

          Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Louisiana.

                                    ARTICLE X

                               GENERAL PROVISIONS

                                    Dividends

          Section 1. Subject to the provisions of the Certificate of
Incorporation relating thereto, if any, dividends may be declared by the

                                      -14-



Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in, property or in shares of the capital stock, subject to
any provisions of the Certificate of Incorporation.

          Section 2. Before payment of any dividend, there may be set aside, out
of any funds of the corporation available for dividends, such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for repairing or maintaining any property
of the corporation, or for such other purpose as the directors shall think
conducive to the interest of the corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.

                                     Checks

          Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   Fiscal Year

          Section 4. The fiscal year of the corporation shall begin on the first
day of June in each year, unless otherwise provided by the Board of Directors.

                                      Seal

          Section 5. The corporate seal of the corporation shall be in such form
as the Board of Directors shall prescribe. Said seal may be used by causing it
or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                      -15-



                        Reliance on Books and Statements

          Section 6. A director shall be fully protected in relying in good
faith upon the books of account of the corporation or statements prepared by any
of its officials as to the value and amount of the assets, liabilities and/or
net profits of the corporation, or any other facts pertinent to the existence
and amount of surplus or other funds from which dividends might properly be
declared and paid.

                        Contracts - Interest of Director

          Section 7. No contract or other transaction between the corporation
and any other corporation and no other act of the corporation shall, in the
absence of fraud, be invalidated or in any way affected by the fact that any of
the directors of the corporation are pecuniarily or otherwise interested in such
contract, transaction or other act, or are directors or officers of such other
corporation. Any director of the corporation, individually, or any firm or
association of which any such director may be a member, may be a party to, or
may be pecuniarily or otherwise interested in, any contract or transaction of
the corporation, provided that the fact that he individually or such firm or
association is so interested shall be disclosed or shall have been known to the
Board of Directors; and any director of the corporation who is so interested may
be counted in determining the existence of a quorum at any meeting of the Board
of Directors which shall authorize any such contract or transaction, and may
vote thereat to authorize any such contract or transaction with like force and
effect as if he were not such director or officer of such other corporation or
not so interested, every director of the corporation being hereby relieved from
any disability which might otherwise prevent him from carrying out transactions
with or contracting with the corporation for the benefit of himself or any firm,
corporation, association, trust or organization in which or with which he may be
in anywise interested or connected.

                                      -16-



          Any contract, transaction or act of the corporation or by the Board of
Directors which shall be ratified by a majority of the stockholders entitled to
vote at any annual meeting or at any special meeting called for that purpose
shall be as valid and binding as though ratified by every stockholders of the
corporation; provided, however, that any failure of the stockholders to approve
or ratify such contract, transaction or act when and if submitted, shall not be
deemed in any way to invalidate the same or to deprive the corporation, its
directors or officers of their right to proceed with such contract, transaction
or action.

                    Indemnification - Directors and Officers

          Section 8. The corporation may indemnify every person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the corporation, by
reason of the fact that said person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement incurred by said person
in connection with such action, suit or proceeding, to the full extent permitted
by the laws of the State of Louisiana in effect from time to time. The
corporation shall have the right and power to purchase and maintain insurance in
such principal amounts as shall be approved by resolution of the Board of
Directors of the corporation from time to time on behalf of each said person
against any liability asserted against and incurred by said person in any such
aforesaid capacity, or arising out of said person's status as such, to the full
extent permitted by the laws of the State of Louisiana in effect from time to
time.

                                      -17-



                                   ARTICLE XI

                                   AMENDMENTS

          These By-Laws may be altered, amended or repealed or new By-Laws may
be adopted at any regular or special meeting of stockholders, or of the
directors, at which a quorum is present or represented, by the affirmative vote
of a majority of the outstanding stock entitled to vote, or of a majority of the
directors of the corporation, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting.

                                      -18-

EX-3.13

                                                                    Exhibit 3.13

                            ARTICLES OF INCORPORATION
                                       OF
                          BROOKHOLLOW OF VIRGINIA, INC.

          The undersigned, desiring to form a stock corporation under the
provisions of Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as
amended, sets forth the following:

          1. The name of the corporation shall be BROOKHOLLOW OF VIRGINIA, INC.
(hereinafter referred to as the "Corporation").

          2. The purpose for which the Corporation is organized is to engage in
the acquisition and development of real estate of all kinds and nature. The
foregoing statement of purpose shall not be considered as limiting or
restricting in any manner the powers conferred upon corporations by Chapter 9 of
Title 13.1, as amended, of the Code of Virginia and, therefore, the Corporation
shall have the power to transact any business not prohibited by law or required
to be stated herein.

          3. The aggregate number of shares which the Corporation shall have
authority to issue is 5,000 shares.

          4. The initial registered office of the Corporation shall be located
in the City of Richmond, Virginia, and the post office address of the initial
registered office of the Corporation is United Virginia Bank Building, 919 East
Main Street, Fifteenth Floor, Post Office Box 1320, Richmond, Virginia 23210.



          5. The name of the Corporation's initial registered agent is Philip
deB. Rome, who is a resident of Virginia, and a member of the Virginia State
Bar, and whose business address is the same as the address of the initial
registered office of the Corporation.

          6. The number of directors constituting the initial Board of Directors
shall be three (3), and the names and addresses of the individuals, who are to
serve as the initial directors are as fo11ows.

                              Robert D. Rogers
                              5380 Wenonah Drive
                              Dallas, Texas 75209

                              Carlos E. Fonts
                              10808 Strait Lane
                              Dallas, Texas 75229

                              Robert C. Moore
                              4416 San Gabriel
                              Dallas, Texas 75229

          GIVEN under my hand this 2nd day of July, 1986.

                                                INCORPORATOR:


                                                /s/ Philip deB. Rome
                                                --------------------------------
                                                Philip deB. Rome

                                      - 2 -



                            COMMONWEALTH OF VIRGINIA
                          STATE CORPORATION COMMISSION
                                  July 8, 1986

                          CERTIFICATE OF INCORPORATION

The State Corporation Commission has found the accompanying articles submitted
on behalf of

BROOKHOLLOW OF VIRGINIA, INC.

to comply with the requirements of law, and confirms payment of all related
fees.

Therefore, it is ordered that this

CERTIFICATE OF INCORPORATION

be issued, and admitted to record with the articles in this office of the
Commission, effective July 8, 1986.

The corporation is granted the authority conferred on it by law in accordance
with the articles, subject to the conditions and restrictions imposed by law.

                                                STATE CORPORATION COMMISSION


                                                By /s/ Illegible
                                                   -----------------------------
                                                   Commissioner

Court Number: 216

EX-3.14

                                                                    Exhibit 3.14

                                     BYLAWS

                                       OF

                          BROOKHOLLOW OF VIRGINIA, INC.

                                    ARTICLE I

                                     OFFICES

          SECTION 1. In addition to its principal office in the State of Texas,
the Corporation may also have offices at such other places both within and
without the State of Texas as the Board of Directors shall from time to time
determine.

                                   ARTICLE II

                         ANNUAL MEETING OF SHAREHOLDERS

          SECTION 1. All meetings of stockholders for the election of Directors
shall be held in the City of Dallas, State of Texas, at such place as may be
fixed from time to time by the Board of Directors, or at such other place either
within or without the State of Texas, as shall be designated from time to time
by the Board of Directors and as stated in the notice of the meeting or in a
duly executed waiver of notice thereof.

          SECTION 2. Annual Meetings of the Shareholders, commencing with the
year 1986, shall be held each year on the second Tuesday of October, if not a
legal holiday, then on the next secular day following, at 10:30 in the forenoon,
at which they shall elect by the plurality vote, a Board of Directors, and
transact such other business as may properly be brought before the meeting;
provided, however, that the shareholders may, by a written agreement signed by
the holders of all outstanding shares of stock entitled to general voting
rights, establish a manner of election or selection of directors other than by a
plurality vote during the term of such written agreement.

          SECTION 3. Written or printed notice of every meeting of shareholders
stating the place, day and, hour and purpose of the meeting shall be delivered
to each shareholder of record entitled to vote at such meeting not less than ten
(10) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, by the Secretary, the officer performing his duties or
the persons calling the meeting.



          SECTION 4. Special meetings of shareholders for any purpose other than
the election of directors may be held at such time and place within or without
the State of Texas as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

          SECTION 5. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the Chairman of the Board or any two (2)
members of the Board of Directors, and shall be held at the request, in writing,
of shareholders owning not less than one-half (1/2) of the entire capital stock
having voting power.

          SECTION 6. The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

          SECTION 7. At least ten (10) days before every election of directors,
a complete list of shareholders entitled to vote at said election, arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the Secretary. Such list shall be open to the
examination of any shareholder at the office of the corporation in the City of
Dallas, Texas for said ten (10) days, and shall be produced and kept at the time
and place of election during the whole of the time thereof, subject to the
inspection of any shareholder who may be present.

                                   ARTICLE III

                           QUORUM AND VOTING OF STOCK

          SECTION 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.



          SECTION 2. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power, present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes or
of the Certificate of Incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

          SECTION 3. Each outstanding share of stock having voting power shall
be entitled to one (1) vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. No proxy
shall be valid after three (3) years from the date of its execution unless
otherwise provided in such proxy. Each proxy shall be revocable unless expressly
provided therein to be irrevocable or unless otherwise made irrevocable by law.

          Subject to the provision set forth in Section 2 of Article II of these
Bylaws, in all elections for directors, every shareholder entitled to vote shall
have the right to vote, in person or by proxy, the number of shares of stock
owned by him, for as many persons as there are directors to be elected and for
whose election he has a right to vote, but there shall be no right to cumulative
voting.

          SECTION 4. Any action required to be taken at a meeting of
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.

                                   ARTICLE IV

                                   DIRECTORS

          SECTION 1. The property and business of the corporation shall be
managed by a Board of not less than three (3) nor more than ten (10) directors.
The first Board shall consist of three (3) directors. Thereafter, within the
limits herein specified, the number of directors shall be fixed and may be
changed, from time to time, by resolution of the Board of Directors or by the
shareholders at the annual meeting. The directors, other than the first Board of
Directors, shall be elected at the annual meeting of shareholders, except as
provided in Section 2 of this Article IV of these Bylaws, and each director
elected shall hold office until his successor shall be elected and shall
qualify. Directors need not be shareholders. The first



Board of Directors shall hold office until the first annual meeting of
shareholders, unless sooner removed by an affirmative vote of the majority of
the issued and outstanding shares of stock entitled to vote on the elections of
directors as hereinafter provided.

          SECTION 2. Any vacancy occurring in the Board of Directors may be
filled by affirmative vote of a majority of the authorized directors immediately
prior to the occurrence of such vacancy. A director elected to fill a vacancy
shall be elected for the unexpired portion of the term of his predecessor in
office.

          The number of directors fixed to serve on the Board may not be
increased except in even numbers. Any directorships to be filled by reason of an
increase in the number of directors may be filled by the affirmative vote of a
majority of the authorized number of directors immediately prior to any such
increase. A director elected to fill a newly created directorship shall serve
until the next succeeding annual meeting of shareholders and until his successor
shall have been duly elected and qualified, unless sooner displaced.

          Any director may be removed at any time, for cause or without cause,
by an affirmative vote of the holders of a majority of the issued and
outstanding shares of stock entitled to vote on the elections of directors.

          SECTION 3. The business affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these Bylaws directed or required to be exercised or done
by the shareholders.

          SECTION 4. The directors may keep the books of the corporation, except
such as are required by law to be kept within or without the State of Texas, at
such place or places as they from time to time determine.

          SECTION 5. The Board of Directors shall have power to authorize the
payment of compensation to the directors for services to the corporation,
including fees for attendance at meetings of the Board of Directors, of the
Executive Committee and of other committees and to determine the amount of such
compensation and fees.

                                    ARTICLE V

                       MEETINGS OF THE BOARD OF DIRECTORS




          SECTION 1. The first meeting of each newly elected Board of Directors
shall be held at the same place as the annual meeting of the shareholders
immediately after such meeting or at such other time and place specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver signed by all of the
Directors.

          SECTION 2. Meetings of the Board of Directors shall be held not less
frequently than every three (3) successive calendar months at the times fixed by
resolutions of the Board and at other times upon call of the Chairman of the
Board or any two (2) directors and such meetings, whether regular or special,
may be held either within or without the State of Texas. The Secretary or
officer performing his duties shall give reasonable notice (which shall be at
least, but need not in any event exceed ten (10) days) of all meetings of
directors, provided that a meeting may be held without notice immediately after
the annual meeting of shareholders, and notice need not be given of regular
meetings held at times fixed by resolutions of the Board. Meetings may be held
at any time without notice if all directors are present or if those not present
sign written waivers of notice either before or after the meeting. Notice by
mail or telegraph to the usual business or residence address of the directors
not less than the time above specified before the meeting shall be sufficient. A
majority of the then authorized directors shall constitute a quorum for the
transaction of business and the act of a majority of the then authorized
directors shall be the act of the Board of Directors.

          SECTION 3. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

          SECTION 4. Any action required or permitted to be taken at any meeting
of the Board of Directors, or any committee thereof, may be taken without a
meeting if all members of the Board, or such committee, consent thereto in
writing and the writing or writings are filed with the minutes of the
proceedings of the Board or committee.

                                   ARTICLE VI

                               EXECUTIVE COMMITTEE

          SECTION 1. The Board of Directors may, by resolution



adopted by a majority of the whole then authorized Board, appoint an Executive
Committee to consist of the Chairman of the Board and such number of the
directors as the majority of the whole of said Board may from time to time
determine, which committee, to the extent provided in such resolution, shall
have and exercise all of the authority of the Board of Directors in the
management of the corporation, except as otherwise required by law. Vacancies in
the membership of the Committee shall be filled by a majority of the whole said
Board at a regular or special meeting of the Board of Directors. The Executive
Committee shall keep regular minutes of its proceedings and report the same to
the Board when required.

                                   ARTICLE VII

                                     NOTICES

          SECTION 1. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these Bylaws, notice is required to be given
to any director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or shareholder, at his address as it appears on the records of the
corporation, with postage prepaid, and such notice shall be deemed to be given
at the time when the same shall be deposited in the United States Postal
Service. Notice to any director or shareholder may also be given by telegram or
delivered in person.

          SECTION 2. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the Certificate of
Incorporation or these Bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                  ARTICLE VIII

                                    OFFICERS

          SECTION 1.  The Board of Directors, as soon as may be after the
election of directors in each year, shall elect a Chairman of the Board, a
President, a Secretary and a Treasurer, and may from time to time elect one (1)
or more Vice Presidents and such other officers as they may deem proper. None of
such officers (except for the Chairman of the Board) need be a member of the
Board of Directors. The Board of Directors may appoint from the members of the
Executive Committee, a Chairman of the Executive Committee, if they shall have
established an Executive Committee



pursuant to Article VI of these Bylaws.

          SECTION 2. The officers of the corporation shall hold office until
their successors are elected and qualify. Any officer elected or appointed by
the Board of Directors may be removed at any time with or without cause by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the corporation shall be filled by the Board of Directors.

          SECTION 3. The Board of Directors may authorize the execution of
contracts of employment between the corporation and one (1) or more of the
officers of the corporation. Removal of any such officer from his office without
cause by the directors shall not of itself affect any right to compensation
which such removed officer may have under such contract.

                            The Chairman of the Board

          SECTION 4. The Chairman of the Board shall preside at all meetings of
the shareholders and directors, including meetings of the Executive Committee,
at which such officer is present.

                     The Chairman of the Executive Committee

          SECTION 5. The Chairman of the Executive Committee, if such office
shall have been filled by the Board of Directors, shall, in the absence of the
Chairman of the Board, preside at all meetings of the shareholders and
directors.

                                 The President

          SECTION 6. Except as otherwise provided by the Board of Directors, the
President shall be the chief executive officer of the corporation and shall
have, within the limitations and subject to the procedures established from time
to time by resolution of the Board of Directors, general and active management
of the business of the corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect.

          SECTION 7. The President shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the corporation.

                               The Vice Presidents

          SECTION 8. The Vice President, if there shall be one,



or if there shall be more than one, the Vice Presidents, in the order determined
by the Board of Directors, shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                     The Secretary and Assistant Secretaries

          SECTION 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
such meetings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or President, under whose supervision he shall be. He
shall have custody of the corporate seal of the corporation and he, or an
Assistant Secretary, shall have the authority to affix the same to any
instrument requiring it and when so affixed it may be attested by his signature
or by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the corporation and
to attest the affixing by his signature.

          SECTION 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries, in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     The Treasurer and Assistant Treasurers

          SECTION 11. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.

          SECTION 12. The Treasurer shall disburse the funds of the corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.



          SECTION 13. if required by the Board of Directors, the Treasurer shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, moneys and other property of whatever kind in his possession or under
his control belonging to the corporation.

          SECTION 14. The Assistant Treasurer, or, if there shall be more than
one, the Assistant Treasurers, in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                                   ARTICLE IX

                             CERTIFICATES FOR SHARES

          SECTION 1. The shares of the corporation shall be represented by
certificates signed by the President or a Vice President and the Secretary or an
Assistant Secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.

          When the corporation is authorized to issue shares of more than one
class, every certificate shall set forth upon the face or back of such
certificate a statement of the designations, preferences, limitations and
relative rights of the shares of each class authorized to be issued, as required
by the laws of the State of Texas.

          SECTION 2. The signaures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon any such certificate shall have ceased
to be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issue.

                                Lost Certificates

          SECTION 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new



certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               Transfer of Shares

          SECTION 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate canceled and the transaction recorded upon the books of the
corporation.

                            Closing of Transfer Books

          SECTION 5. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other purpose, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period but
not to exceed, in any case, fifty (50) days. If the stock transfer books shall
be closed for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed for at least
ten (10) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix, in advance, a date as the record
date for any such determination of shareholders, such date in any case to be not
more than fifty (50) days and, in case of a meeting of shareholders, not less
than ten (10) days prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjourment thereof.

                             Registered Shareholders

          SECTION 6. The corporation shall be entitled to



recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Texas.

                                    ARTICLE X

                               GENERAL PROVISIONS

                                    Dividends

          SECTION 1. Subject to the provisions of the Certificate of
Incorporation relating thereto, if any, dividends may be declared by the Board
of Directors at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in property or in shares of the capital stock, subject to any
provisions of the Certificate of Incorporation.

          SECTION 2. Before payment of any dividend, there may be set aside, out
of any funds of the corporation available for dividends, such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for repairing or maintaining any property
of the corporation, or for such other purpose as the directors shall think
conducive to the interest of the corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.

                                     Checks

          SECTION 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   Fiscal Year

          SECTION 4. The fiscal year of the corporation shall begin on the first
day of June in each year, unless otherwise provided by the Board of Directors.

                                      Seal

          SECTION 5. The corporate seal of the corporation shall be in such form
as the Board of Directors shall prescribe. Said seal may be used by causing it
or a facsimile thereof to be impressed or affixed or reproduced or otherwise.



                        Reliance on Books and Statements

          SECTION 6. A director shall be fully protected in relying in good
faith upon the books of account of the corporation or statements prepared by any
of its officials as to the value and amount of the assets, liabilities and/or
net profits of the corporation, or any other facts pertinent to the existence
and amount of surplus or other funds from which dividends might properly be
declared and paid.

                        Contracts - Interest of Director

          SECTION 7. No contract or other transaction between the corporation
and any other corporation and no other act of the corporation shall, in the
absence of fraud, be invalidated or in any way affected by the fact that any of
the directors of the corporation are pecuniarily or otherwise interested in such
contract, transaction or other act, or are directors or officers of such other
corporation. Any director of the corporation, individually, or any firm or
association of which any such director may be a member, may be a party to, or
may be pecuniarily or otherwise interested in, any contract or transaction of
the corporation, provided that the fact that he individually or such firm or
association is so interested shall be disclosed or shall have been known to the
Board of Directors; and any director of the corporation who is so interested may
be counted in determining the existence of a quorum at any meeting of the Board
of Directors which shall authorize any such contract or transaction, and may
vote thereat to authorize any such contract or transaction with like force and
effect as if he were not such director or officer of such other corporation or
not so interested, every director of the corporation being hereby relieved from
any disability which might otherwise prevent him from carrying out transactions
with or contracting with the corporation for the benefit of himself or any firm,
corporation, association, trust or organization in which or with which he may be
in anywise interested or connected.

          Any contract, transaction or act of the corporation or by the Board of
Directors which shall be ratified by a majority of the shareholders entitled to
vote at any annual meeting or at any special meeting called for that purpose
shall be as valid and binding as though ratified by every shareholder of the
corporation; provided, however, that any failure of the shareholders to approve
or ratify such contract, transaction or act when and if submitted, shall not be
deemed in any way to invalidate the same or to deprive the corporation, its
directors or officers of their right to proceed with such contract, transaction
or action.



                    Indemnification - Directors and Officers

          SECTION 8. The corporation may indemnify every person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the corporation, by
reason of the fact that said person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amount paid in settlement incurred by said person in
connection with such action, suit or proceeding, to the full extent permitted by
the laws of the State of Texas in effect from time to time. The corporation
shall have the right and power to purchase and maintain insurance in such
principal amounts as shall be approved by resolution of the Board of Directors
of the corporation from time to time on behalf of each said person against any
liability asserted against and incurred by said person in any such aforesaid
capacity, or arising out of said person's status as such, to the full extent
permitted by the laws of the State of Texas in effect from time to time.

                                   ARTICLE XI

                                   AMENDMENTS

          These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted at any regular or special meeting of shareholders, or of the directors,
at which a quorum is present or represented, by the affirmative vote of a
majority of the outstanding stock entitled to vote, or of a majority of the
directors of the corporation, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting.

EX-3.15

                                                                    Exhibit 3.15

                             RESTATED CERTIFICATE OF
                                  INCORPORATION
                                       OF
                             CHAPARRAL STEEL COMPANY

     Chaparral Steel Company, a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

     I. Chaparral Steel Company was originally incorporated under the same
name, and the original Certificate of Incorporation of the corporation was filed
with the Secretary of State of the State of Delaware on July 19, 1973.

     II. Pursuant to Sections 242 and 245 of the Delaware General Corporation
Law this Restated Certificate of Incorporation restates and integrates and
further amends the provisions of the Certificate of Incorporation of the
corporation.

     III. This Restated Certificate of Incorporation further amends the
Certificate of Incorporation of the corporation to reclassify the Common Stock
of the corporation. The reclassification shall be effected as follows: each of
the 4,500,000 shares of Common Stock, $1.00 par value per share, of the
corporation outstanding immediately prior to the effectiveness hereof shall be
exchanged for 5-1/3 shares of Common Stock of the corporation, $0.10 par value
per share. No share of any series of the Preferred Stock of the corporation was
outstanding at the time of the effectiveness hereof.

     IV. The text of the Restated Certificate of Incorporation as heretofore
amended or supplemented is hereby restated and further amended to read in its
entirety as follows:

          First. The name of the corporation is CHAPARRAL STEEL COMPANY.

          Second. Its registered office in the State of Delaware is located at
1209 Orange Street, in the City of Wilmington, County of New Castle. The name
and address of its registered agent is The Corporation Trust Company, 1209
Orange Street. Wilmington, Delaware 19801.

          Third. The purpose of the corporation is to conduct all actions
necessary to produce steel and other related products and to engage in any other
lawfull act or activity for which corporations may be organized under the
Delaware General Corporation Law.

          Fourth. The total number of shares of all classes of stock which the
corporation is authorized to issue is Fifty Million Five Hundred Thousand
(50,500,000) shares, of which Fifty Million (50,000,000) shares are Common Stock
of the par value of Ten Cents ($0.10) each and Five Hundred Thousand (500,000)
shares are Preferred Stock (hereinafter sometimes referred to as the



Preferred Stock) of the par value of One Cent ($0.01) each. The designations and
powers, preferences and rights, and the qualifications, limitations or
restrictions of the shares of each class of stock are as follows:

                                 PREFERRED STOCK

          1. The Preferred Stock may be issued from time to time in one or more
series, each of such series to have such voting powers, designations,
preferences and relative, participating, optional or other special rights and
qualifications, limitations or restrictions thereof, as are stated and expressed
in a resolution or resolutions, providing for the issue of such series, adopted
by the Board of Directors as hereinafter provided.

          2. Authority is hereby expressly granted to the Board of Directors,
subject to the provisions hereof, to authorize one or more series of Preferred
Stock and with respect to each series, to fix by resolution or resolutions
providing for the issue of such series:

               (a) The number of shares to constitute such series and the
          distinctive designation thereof;

               (b) The annual rate of dividend on the shares of such series,
          and, if cumulative, the date or dates from which dividends shall
          accumulate;

               (c) Whether or not the shares of such series shall be redeemable,
          and, if redeemable, the price which the shares of such series shall be
          entitled to receive upon the redemption thereof;

               (d) Whether or not the shares of such series shall be subject to
          the operation of retirement or sinking funds to be applied to the
          purchase or redemption of such shares for retirement and, if such
          retirement or sinking funds be established, the annual amount thereof
          and the terms and provisions relative to the operation thereof;

               (e) Whether or not the shares of such series shall be convertible
          into, or exchangeable for, shares of any other class or classes or of
          any other series of the same or any other class or classes of stock of
          the corporation and the conversion price or prices or the rate or
          rates at which such exchange may be made, with such adjustments, if
          any, as shall be stated and expressed or provided in such
          resolution or resolutions;

               (f) The amount which the shares of such series shall be entitled
          to receive upon the voluntary or involuntary liquidation, dissolution
          or winding up of the corporation;

               (g) The voting power, if any, of the shares of such series; and

                                      -2-



               (h) Such other special rights and protective provisions as the
          Board of Directors may deem advisable.

          3. So long as any cumulative Preferred Stock, shall remain
outstanding, unless dividends on all outstanding shares of cumulative Preferred
Stock, at the annual rate and from the dates fixed for the accumulation thereof,
shall have been paid, or declared and set apart for payment, no dividends (other
than dividends payable in Common Stock) shall be paid upon, nor shall any
distribution be made on the Common Stock, and no Common Stock shall be purchased
or otherwise acquired for value by the corporation.

          4. Shares of Preferred Stock of the corporation which have been
redeemed or converted, or which have been issued and reacquired in any manner
and retired, shall have the status of authorized and issued Preferred Stock and
may be reissued by the Board of Directors as shares of the same or any other
series, unless otherwise provided with respect to any series in the resolution
or resolutions of the Board of Directors creating such series.

                                  COMMON STOCK

          1. Subject to any prior rights and preferences of the Preferred Stock
of any series, dividends may be paid upon the Common Stock as and when declared
by the Board of Directors out of any funds legally available therefor.

          2. Upon any liquidation, dissolution or winding up of the corporation,
whether voluntary or involuntary, and subject to any prior rights and
preferences of the Preferred Stock of any series, the remaining net assets of
the corporation shall be distributed pro rata to the holders of the Common
Stock.

          3. Except as otherwise expressly provided herein or as fixed in any
resolution or resolutions adopted by the Board of Directors as provided herein
with respect to any series of the Preferred Stock and except as otherwise may be
required by law, the holders of the Common Stock shall have the exclusive right
to vote for the election of directors and for all other purposes, each holder of
Common Stock being entitled to one vote for each share thereof held. The holders
of a majority of the Common Stock of the corporation entitled to vote must be
present in person or by proxy at each meeting of the stockholders to constitute
a quorum, less than a quorum, however, having power to adjourn.

                                     GENERAL

          1. No holder of any stock of the corporation shall be entitled as a
matter of right to purchase or subscribe for any part of any stock of the
corporation, authorized by this certificate, or of any additional stock of any
class to be issued by reason of any increase of the authorized stock of the
corporation, or of any bonds, certificates of indebtedness, debentures or

                                      -3-



other securities convertible into stock of the corporation, but any stock
authorized by this certificate or any such additional authorized issue of new
stock or of securities convertible into stock may be issued and disposed of by
the Board of Directors to such persons, firms, corporations or associations for
such consideration and upon such terms and in such manner as the Board of
Directors may in its discretion determine without offering any thereof on the
same terms or on any terms to the stockholders then of record or to any class of
stockholders.

          2. The corporation shall be entitled to treat the person in whose name
any share, right or option is registered as the owner thereof for all purposes
and shall not be bound to recognize any equitable or other claim to or interest
in such share, right or option on the part of any other person, whether or not
the corporation shall have notice thereof, save as may be expressly provided by
the laws of the State of Delaware.

          3. A director shall be fully protected in relying in good faith upon
the books of account of the corporation or statements prepared by any of its
officials as to the value and amount of the assets, liabilities and/or net
profits of the corporation, or any other facts pertinent to the existence and
amount of surplus or other funds from which dividends might properly be declared
and paid.

          4. Without action by the stockholders, the shares of stock may be
issued by the corporation from time to time for such consideration as may be
fixed from time to time by the Board of Directors thereof, and any and all such
shares so issued, the full consideration for which has been paid or delivered,
shall be deemed fully paid stock and not liable to any further call or
assessment thereon, and the holder of such shares shall not be liable for any
further call or assessment thereon, or for any other payment thereon.

     Fifth. The minimum amount of capital with which the corporation will
commence business is One Thousand and No/100 ($1,000.00) Dollars.

     Sixth. The corporation is to have perpetual existence.

     Seventh. The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.

     Eighth. All corporate powers shall be exercised by the Board of Directors,
except as otherwise provided by statute or by this Certificate of Incorporation.

     The directors of the corporation shall be elected by the stockholders of
the corporation at the time and in the manner specified in the Bylaws of the
corporation; such election of directors need not be by ballot.

     Ninth. In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors is expressly authorized:

                                      -4-



          1. To fix, determine and vary from time to time the amount to be
maintained as surplus and the amount or amounts to be set apart as working
capital.

          2. To set apart out of any of the funds of the corporation available
for dividends, a reserve or reserves for any proper purposes and/or to abolish
any such reserve in the manner in which it was created.

          3. By resolutions adopted by the majority of the entire Board of
Directors, to make, amend, alter, change, add to or repeal the Bylaws of the
corporation without any action on the part of the stockholders. The stockholders
of the corporation shall not make, amend, alter, change, add to or repeal the
Bylaws of the corporation, either directly or by way of amending the Certificate
of Incorporation of this corporation, except by the affirmative vote of the
holders of 75% or more of the combined voting power of the then outstanding
shares of stock of all classes and series of the corporation entitled to vote
generally in the election of directors, voting together as a single class, at a
duly called meeting of the stockholders, provided that notice of the proposed
change in the Bylaws is contained in the notice of the meeting. In addition to
any requirement of law or any other provision of this Certificate of
Incorporation or of the Bylaws of the corporation, the affirmative vote of the
holders of 75% or more of the combined voting power of the then outstanding
shares of stock of all classes and series of the corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to amend, alter or repeal, or adopt any provision inconsistent with,
this Section 3 of this Article Ninth.

          4. To authorize and cause to be executed mortgages and liens without
limit as to amount upon the real and personal property of the corporation,
including after acquired property.

          5. From time to time to determine whether and to what extent and at
what times and places and under what conditions and regulations the books and
accounts of this corporation or any of them other than the stock ledger, shall
be open to the inspection of the stockholders, and no stockholder shall have any
right to inspect any account or book or document of the corporation, except as
conferred by law or authorized by resolution of the directors or of the
stockholders.

          6. To authorize the payment of compensation to the directors for
services to the corporation, including fees for attendance at meetings of the
Board of Directors and of any other committees of the corporation, and to
determine the amount of such compensation and fees.

          7. To sell, lease or exchange all of its property and assets,
including its good will and its corporate franchises upon such terms and
conditions and for such consideration which may be in whole or in part shares of
stock in and/or other securities of any other corporation or corporations

                                      -5-



when and as authorized by the affirmative vote of the holders of a majority of
the stock issued and outstanding having voting power given at a stockholders'
meeting duly called for that purpose or when authorized by the written consent
of the holders of a majority of the voting stock issued and outstanding.

          8. The corporation may in its Bylaws confer powers additional to the
foregoing upon the directors, in addition to the powers and authorities
expressly conferred upon them by law.

          Tenth. A director of the corporation shall not be disqualified by his
office from dealing or contracting with the corporation, either as a vendor,
purchaser or otherwise, nor shall any transaction or contract between the
corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers, are directors or
officers, or have a financial interest, be void or voidable solely for this
reason, or solely because the director or officer is present at or participates
in a meeting of the Board of Directors or committee which authorizes the
contract or transaction, or solely because his or their votes are counted for
such purpose if:

          1. the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or known to the Board of Directors or the
committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

          2. the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or known to the stockholders entitled to
vote thereon, and the contract or transaction is specifically approved in good
faith by a vote of the stockholders; or

          3. the contract or transaction is fair as to the corporation as of the
time it is authorized, approved or ratified, by the Board of Directors, a
committee or the stockholders.

          Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

          Nothing herein contained shall create liability in the events above
described or prevent the authorization, ratification or approval of such
transactions or contracts in any other manner permitted by law.

          Any contract, transaction or act of the corporation or of the Board of
Directors which shall be ratified by the stockholders entitled to vote thereon
at any annual meeting or at any special meeting called for that purpose shall be
as valid and binding as though ratified by every stockholder of the corporation;
provided, however, that any failure of the stockholders to

                                      -6-



approve or ratify such contract, transaction or act when and if submitted, shall
not be deemed in any way to invalidate the same or to deprive the corporation,
its directors or officers of their right to proceed with such contract,
transaction or action.

          It is hereby expressly provided that the directors and officers and
former directors and officers of the corporation shall be fully protected and
indemnified against any personal liability to others that may arise by reason of
any of their actions taken in good faith on behalf or for the benefit of the
corporation to the full extent permitted by the laws of the State of Delaware.

          Directors and former directors of the corporation shall not be liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except (i) for any breach of the director's or
former 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) in respect of certain unlawful dividend
payments or stock redemptions or repurchases under Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which the director or
former director derived an improper personal benefit.

          Eleventh. Any action required or permitted to be taken by the
stockholders of the corporation must be effected at a duly called annual or
special meeting of stockholders of the corporation and may not be effected by
any consent in writing by such stockholders. In addition to any requirement of
law or any other provision of this Certificate of Incorporation or of the Bylaws
of the corporation, the affirmative vote of the holders of 75% or more of the
combined voting power of the then outstanding shares of stock of all classes and
series of the corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to amend, alter
or repeal, or adopt any provision inconsistent with, this Article Eleventh.

          Twelfth. If the Bylaws so provide, the stockholders and directors
shall have power to hold their meetings, to have an office or offices and to
keep the books of the corporation (subject to the provisions of the statute),
outside the State of Delaware, at such places as may from time to time be
designated by the Bylaws or by resolution of the directors.

          Thirteenth. The corporation reserves the right to amend, alter, change
or repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by law, and all rights conferred on officers,
directors and stockholders herein are granted subject to this reservation.

          Fourteenth. A. Except as set forth in Paragraph B. of this Article
Fourteenth, the affirmative vote of the holders of 80% of the outstanding stock
of the corporation entitled to vote shall be required for:

                                      -7-



          1. any merger or consolidation to which the corporation or any of its
subsidiaries and an Interested Person (as hereinafter defined) are parties;

          2. any sale or other disposition by the corporation, or any of its
subsidiaries, of all or any substantial part of its assets to an Interested
Person;

          3. any purchase or other acquisition by the corporation, or any of its
subsidiaries, of all or any substantial part of the assets of an Interested
Person; and

          4. any other transaction with an Interested Person which requires the
approval of the stockholders of the corporation under the Delaware General
Corporation Law, as in effect from time to time.

          B. The provisions of Paragraph A. shall not be applicable to any
transaction approved by vote of 80% of the Board of Directors if, at the time of
the Board's approval of such transaction, the Board included no director whose
election had been effected by the vote of an Interested Person in opposition to
the recommendation of a majority of the Continuing Directors (as hereinafter
defined), and the transaction provides that the stockholders receive for their
shares cash or other consideration equal to, or greater than, the highest price
paid by an Interested Person for any shares of the corporation (including
brokerage commissions and/or soliciting dealers' fees).

          C. As used in this Article Fourteenth the term "Interested Person"
shall mean any person, firm or corporation, or any group thereof acting or
intending to act in concert, including any person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such person, firm or corporation or group, which owns of record or
beneficially, directly or indirectly, 5% or more of any class of voting
securities of the corporation.

          D. As used in this Article Fourteenth the term "Continuing Director"
shall mean any member of the Board of Directors of the corporation who is
unaffiliated with the Interested Person and was a member of the Board of
Directors prior to the time the Interested Person became an Interested Person,
and any successor of a Continuing Director that is recommended to succeed a
Continuing Director by a majority of the Continuing Directors then on the Board
of Directors of the corporation.

          E. The Board of Directors of the corporation shall have full power and
authority to interpret, construe and apply the provisions of this Article
Fourteenth.

          F. The affirmative vote of the holders of 80% of the outstanding stock
of the corporation entitled to vote shall be required to amend, alter or repeal
this Article Fourteenth.

                                      -8-



          G. For purposes of any vote required by this Article Fourteenth, all
classes of voting stock of the corporation shall be considered as one class.

            IN WITNESS WHEREOF, this Restated Certificate of Incorporation has
been signed under the seal of the corporation this 24th day of May, 1988.

                                                   CHAPARRAL STEEL COMPANY


                                                   By /s/ Richard M. Fowler
                                                      --------------------------
                                                   Title: Vice President

[Seal]

Attest:


/s/ Robert C. Moore
- -----------------------
Secretary

                                      -9-

EX-3.16

                                                                    Exhibit 3.16

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION

     CHAPARRAL STEEL COMPANY, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Corporation, by the unanimous written
consent of its members, filed with the minutes of the board, duly adopted
resolutions setting forth a proposed amendment to the Restated Certificate of
Incorporation of the Corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:

     RESOLVED, that the Board of Directors of the Corporation deems and declares
     to be advisable and proposes and recommends to the sole stockholder of the
     Corporation, Texas Industries, Inc., that Restated Certificate of
     Incorporation of the Corporation be amended by changing Article Fourth
     thereof so that, as amended, said Article shall be and read, in its
     entirety, as follows:

          "Fourth. The total number of shares of all classes of stock which the
          corporation is authorized to issue is One Thousand (1,000) shares, all
          of which are Common Stock of the par value of Ten Cents ($0.10) each."

SECOND: That thereafter, in accordance with section 228 of the General
Corporation Law of the State of Delaware, the resolution of the Board of
Directors of the Corporation was proposed to the sole stockholder of the
Corporation and duly adopted by said stockholder as an amendment to the Restated
Certificate of Incorporation.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said CHAPARRAL STEEL COMPANY has caused this
certificate to be signed by Richard M. Fowler, its Vice President-Finance, this
23rd day of November, 1998.

                                                   CHAPARRAL STEEL COMPANY


   STATE OF DELAWARE                               By: /s/ Richard M. Fowler
   SECRETARY OF STATE                                  -------------------------
DIVISION OF CORPORATIONS                               Richard M. Fowler
FILED 04:00 PM 11/25/1998                              Vice President-Finance
   981455480 - 0793199

EX-3.17

                                                                    Exhibit 3.17

                                     BY-LAWS
                                       OF
                             CHAPARRAL STEEL COMPANY

                                    ARTICLE I

                                     OFFICES

          Section 1. In addition to its principal office in the State of
Delaware, the corporation may also have offices at such other places both within
and without the State of Delaware as the Board of Directors shall from time to
time determine.

                                   ARTICLE II

                         ANNUAL MEETING OF STOCKHOLDERS

          Section 1. All meetings of stockholders for the election of Directors
shall be held in the City of Dallas, State of Texas, at such place as may be
fixed from time to time by the Board of Directors, or at such other place either
within or without the State of Delaware as shall be designated from time to time
by the Board of Directors and as stated in the notice of the meeting or in a
duly executed waiver of notice thereof.

          Section 2. Annual Meetings of Stockholders, commencing with the year
1973, shall be held each year on the second Tuesday of October if not a legal
holiday, and if a legal holiday, then on the next secular day following, at
10:00 in the forenoon, at which they shall elect, by a plurality vote, a Board
of Directors, and transact such other business as may properly be brought before
the



meeting; provided, however, that the stockholders may, by a written agreement
signed by the holders of all outstanding shares of stock entitled to general
voting rights, establish a manner of electing or selecting directors other than
by a plurality vote during the term of such written agreement.

          Section 3. Written or printed notice of every meeting of stockholders
stating the place, day and hour and purpose of the meeting shall be delivered
not less than ten (10) nor more than fifty (50) days before the date of the
meeting, either personally or by mail, by the Secretary or the officer
performing his duties or persons calling the meeting, to each stockholder of
record entitled to vote at such meeting.

          Section 4. Special meetings of stockholders for any purpose other than
the election of Directors may be held at such time and place within or without
the State of Delaware as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.

          Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the Chairman of the Board or any two (2) members
of the Board of Directors, and shall be held at the request in writing of
stockholders owning not less than one-half (1/2) of the entire capital stock
having voting power.

          Section 6. The business transacted at any special

                                      -2-



meeting of stockholders shall be limited to the purposes stated in the notice.

          Section 7. At least ten (10) days before every election of Directors,
a complete list of stockholders entitled to vote at said election, arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the Secretary. Such list shall be open at the
office of the corporation in the City of Dallas, Texas, for said ten (10) days,
to the examination of any stockholder, and shall be produced and kept at the
time and place of election during the whole of the time thereof, subject to the
inspection of any stockholder who may be present.

                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

          Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented.

                                      -3-



At such adjourned meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at the meeting
as originally notified.

          Section 2. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes or
of the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

          Section 3. Each outstanding share of stock having voting power shall
be entitled to one (1) vote on each matter submitted to a vote at a meeting of
stockholders. A stockholder may vote either in person or by proxy executed in
writing by the stockholder or by his duly authorized attorney-in-fact. No proxy
shall be valid after three (3) years from the date of its execution unless
otherwise provided in such proxy. Each proxy shall be revocable unless expressly
provided therein to be irrevocable or unless otherwise made irrevocable by law.

          Subject to the proviso set forth in Section 2 of Article II of these
By-laws, in all elections for Directors every stockholder entitled to vote shall
have the right to vote, in person or by proxy, the number of shares of stock

                                      -4-



owned by him, for as many persons as there are Directors to be elected and for
whose election he has a right to vote, but there shall be no right to cumulative
voting.

          Section 4. Any action required to be taken at a meeting of
stockholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the stockholders entitled
to vote with respect to the subject matter thereof.

                                    ARTICLE V

                                    DIRECTORS

          Section 1. The property and business of the corporation shall be
managed by a Board of not less than four (4) nor more than ten (10) Directors.
The first Board shall consist of eight (8) Directors. Thereafter, within the
limits herein specified, the number of Directors shall be fixed and may be
changed, from time to time, by resolution of the Board of Directors or by the
stockholders at the annual meeting. The Directors, other than the first Board of
Directors, shall be elected at the annual meeting of stockholders, except as
provided in Section 2 of this Article V of these By-laws, and each Director
elected shall hold office until his successor shall be elected and shall
qualify. Directors need not be stockholders. The first Board of Directors shall
hold office until the first annual meeting of stockholders, unless sooner
removed by an affirmative vote of the majority of the issued and

                                      -5-



outstanding shares of stock entitled to vote on the elections of
Directors as hereinafter provided.

          Section 2. Any vacancy occurring in the Board of Directors may be
filled by affirmative vote of a majority of the authorized Directors immediately
prior to the occurrence of such vacancy. A Director elected to fill a vacancy
shall be elected for the unexpired portion of the term of his predecessor in
office.

          The number of Directors fixed to serve on the Board may not be
increased except in even numbers. Any directorships to be filled by reason of an
increase in the number of Directors may be filled by the affirmative vote of a
majority of the authorized number of Directors immediately prior to any such
increase. A Director elected to fill a newly created directorship shall serve
until the next succeeding annual meeting of stockholders and until his successor
shall have been duly elected and qualified, unless sooner displaced.

          Any Director may be removed at any time, for cause or without cause,
by an affirmative vote of the holders of a majority of the issued and
outstanding shares of stock entitled to vote on the elections of Directors.

          Section 3. The business affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the

                                      -6-



Certificate of Incorporation or by these By-laws directed or required to be
exercised or done by the stockholders.

          Section 4. The Directors may keep the books of the corporation, except
such as are required by law to be kept within or without the State of Delaware,
at such place or places as they from time to time determine.

          Section 5. The Board of Directors shall have power to authorize the
payment of compensation to the Directors for services to the corporation,
including fees for attendance at meetings of the Board of Directors, of the
Executive Committee and of other committees and to determine the amount of such
compensation and fees.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

          Section 1. The first meeting of each newly elected Board of Directors
shall be held at the same place as the annual meeting of the stockholders
immediately after such meeting or at such other time and place specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver signed by all of the
Directors.

          Section 2. Meetings of the Board of Directors shall be held not less
frequently than every three (3) successive calendar months at the times fixed by
resolutions of the Board and at other times upon call of the Chairman of the
Board or any two (2) Directors and such meetings,

                                      -7-



whether regular or special, may be held either within or without the State of
Delaware. The Secretary or officer performing his duties shall give reasonable
notice (which shall be at least, but need not in any event exceed ten (10) days)
of all meetings of Directors, provided that a meeting may be held without notice
immediately after the Annual meeting of stockholders, and notice need not be
given of regular meetings held at times fixed by resolutions of the Board.
Meetings may be held at any time without notice if all Directors are present, or
if those not present sign written waivers of notice either before or after the
meeting. Notice by mail or telegraph to the usual business or residence address
of the Directors not less than the time above specified before the meeting shall
be sufficient. A majority of the then authorized Directors shall constitute a
quorum for the transaction of business, and the act of a majority of the then
authorized Directors shall be the act of the Board of Directors.

          Section 3. Attendance of a Director at any meeting shall constitute a
waiver of notice of such meeting, except where a Director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

                                      -8-



          Section 4. Any action required or permitted to be taken at any meeting
of the Board of Directors, or any committee thereof, may be taken without a
meeting if all members of the Board, or such committee, consent thereto in
writing and the writing or writings are filed with the minutes of the
proceedings of the Board or committee.

                                   ARTICLE VII

                               EXECUTIVE COMMITTEE

          Section 1. The Board of Directors may, by resolution adopted by a
majority of the whole then authorized Board, appoint an executive committee to
consist of the Chairman of the Board and such number of the Directors as the
majority of the whole of said Board may from time to time determine, which
committee, to the extent provided in such resolution, shall have and exercise
all of the authority of the Board of Directors in the management of the
corporation, except as otherwise required by law. Vacancies in the membership of
the committee shall be filled by a majority of the whole said Board at a regular
or special meeting of the Board of Directors. The executive committee shall keep
regular minutes of its proceedings and report the same to the Board when
required.

                                  ARTICLE VIII

                                     NOTICES

          Section 1. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these

                                      -9-



By-laws, notice is required to be given to any Director or stockholder, it shall
not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such Director or stockholder, at his address as
it appears on the records of the corporation, with postage prepaid, and such
notice shall be deemed to be given at the time when the same shall be deposited
in the United States mail. Notice to any Director or stockholder may also be
given by telegram or delivered in person.

          Section 2. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the Certificate of
Incorporation or these By-laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

          Section 1. The Board of Directors, as soon as may be after the
election of Directors in each year, shall elect a Chairman of the Board, a
President, a Secretary and a Treasurer, and may from time to time elect one or
more Vice Presidents and such other officers as they may deem proper. None of
such officers (except for the Chairman of the Board) need be a member of the
Board of Directors. The Board of Directors may appoint from the members of the
Executive

                                      -10-



Committee, a Chairman of the Executive Committee, if they shall have established
an Executive Committee pursuant to Article VII of these By-laws.

          Section 2. The officers of the corporation shall hold office until
their successors are elected and qualify. Any officer elected or appointed by
the Board of Directors may be removed at any time with or without cause by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the corporation shall be filled by the Board of Directors.

          Section 3. The Board of Directors may authorize the execution of
contracts of employment between the corporation and one or more of the officers
of the corporation. Removal of any such officer from his office without cause by
the Directors shall not of itself affect any right to compensation which such
removed officer may have under such contract.

                            The Chairman of the Board

          Section 4. The Chairman of the Board shall preside at all meetings of
the stockholders and Directors, including meetings of the Executive Committee,
at which such officer is present.

                     The Chairman of the Executive Committee

          Section 5. The Chairman of the Executive Committee, if such office
shall have been filled by the Board of Directors, shall, in the absence of the
Chairman of

                                      -11-



the Board, preside at all meetings of the stockholders and Directors.

                                  The President

          Section 6. Except as otherwise provided by the Board of Directors, the
President shall be the chief executive officer of the corporation, shall have
within the limitations and subject to the procedures established from time to
time by resolution of the Board of Directors, general and active management of
the business of the corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect.

          Section 7. The President shall execute bonds, mortgages, and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the corporation.

                               The Vice Presidents

          Section 8. The Vice President, if there shall be one, or if there
shall be more than one, the Vice Presidents in the order determined by the Board
of Directors, shall, in the absence or disability of the President, perform the
duties and exercise the powers of the President and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                                      -12-



                     The Secretary and Assistant Secretaries

          Section 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
such meetings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or President, under whose supervision he shall be. He
shall have custody of the corporate seal of the corporation and he, or an
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by the
signature of such Assistant Secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.

          Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                                      -13-



                     The Treasurer and Assistant Treasurers

          Section 11. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.

          Section 12. The Treasurer shall disburse the funds of the corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and to the Board of Directors,
at its regular meetings, or when the Board of Directors so requires, an account
of all his transactions as Treasurer and of the financial condition of the
corporation.

          Section 13. If required by the Board of Directors, the Treasurer shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

          Section 14. The Assistant Treasurer, or, if there

                                      -14-



shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                    ARTICLE X

                             CERTIFICATES FOR SHARES

          Section 1. The shares of the corporation shall be represented by
certificates signed by the President or a Vice President and the Secretary or an
Assistant Secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.

          When the corporation is authorized to issue shares of more than one
class, every certificate shall set forth upon the face or back of such
certificate a statement of the designations, preferences, limitations and
relative rights of the shares of each class authorized to be issued, as required
by the laws of the State of Delaware.

          Section 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon any such certificate shall have ceased
to be such officer

                                      -15-



before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer at the date of its issue.

                                Lost Certificates

          Section 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               Transfer of Shares

          Section 4. The outstanding shares of the capital stock of the
corporation are subject to certain restrictions imposed upon the rights of the
holders of such shares pursuant to the terms and provisions of that certain
Stockholders Agreement Restricting Transfer of Stock dated                   ,
                                                           ------------------
1973, by and between Texas Industries, Inc., and Co-Steel International Limited,
a copy of which shall be filed in the Minute Book of the corporation, and said
Agreement as amended from time to time by agreement of the parties thereto is
hereby incorporated herein by reference.

                                      -16-



                            Closing of Transfer Books

          Section 5. For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders, or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the Board of
Directors may provide that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, fifty (50) days. If the stock transfer
books shall be closed for the purpose of determining stockholders entitled to
notice of or to vote at a meeting of stockholders, such books shall be closed
for at least ten (10) days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of stockholders, such date in
any case to be not more than fifty (50) days and, in case of a meeting of
stockholders, not less than ten (10) days prior to the date on which the
particular action, requiring such determination of stockholders, is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is

                                      -17-



adopted, as the case may be, shall be the record date for such determination of
stockholders. When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

                             Registered Stockholders

          Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Delaware.

                                   ARTICLE XI

                               GENERAL PROVISIONS

                                    Dividends

          Section 1. Subject to the provisions of the Certificate of
Incorporation relating thereto, if any, dividends may be declared by the Board
of Directors at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in property or in shares of the capital stock, subject to any
provisions of the Certificate of Incorporation.

          Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation

                                      -18-



available for dividends such sum or sums as the Directors from time to time, in
their absolute discretion, think proper as a reserve fund to meet contingencies,
or for repairing or maintaining any property of the corporation, or for such
other purpose as the Directors shall think conducive to the interest of the
corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

                                     Checks

          Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   Fiscal Year

          Section 4. The fiscal year of the corporation shall begin on the first
day of June in each year, unless otherwise provided by the Board of Directors.

                                      Seal

          Section 5. The corporate seal of the corporation shall be in such form
as the Board of Directors shall prescribe. Said seal may be used by causing it
or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

                        Reliance on Books and Statements

          Section 6. A Director shall be fully protected in relying in good
faith upon the books of account of the

                                      -19-



corporation or statements prepared by any of its officials as to the value and
amount of the assets, liabilities and/or net profits of the corporation, or any
other facts pertinent to the existence and amount of surplus or other funds from
which dividends might properly be declared and paid.

                        Contracts - Interest of Director

          Section 7. No contract or other transaction between the corporation
and any other corporation and no other act of the corporation shall, in the
absence of fraud, be invalidated or in any way affected by the fact that any of
the Directors of the corporation are pecuniarily or otherwise interested in such
contract, transaction or other act, or are Directors or Officers of such other
corporation. Any Director of the corporation, individually, or any firm or
association of which any such Director may be a member, may be a party to, or
may be pecuniarily or otherwise interested in, any contract or transaction of
the corporation, provided that the fact that he individually or such firm or
association is so interested shall be disclosed or shall have been known to the
Board of Directors; and any Director of the corporation who is so interested may
be counted in determining the existence of a quorum at any meeting of the Board
of Directors which shall authorize any such contract or transaction, and may
vote thereat to authorize any such contract or transaction with like force and
effect as if he were not such Director or Officer of

                                      -20-



such other corporation or not so interested, every Director of the corporation
being hereby relieved from any disability which might otherwise prevent him from
carrying out transactions with or contracting with the corporation for the
benefit of himself or any firm, corporation, association, trust or organization
in which or with which he may be in anywise interested or connected.

          Any contract, transaction or act of the corporation or by the Board of
Directors which shall be ratified by a majority of the stockholders entitled to
vote at any annual meeting or at any special meeting called for that purpose
shall be as valid and binding as though ratified by every stockholder of the
corporation; provided, however, that any failure of the stockholders to approve
or ratify such contracts, transaction or act when and if submitted, shall not be
deemed in any way to invalidate the same or to deprive the corporation, its
Directors or Officers of their right to proceed with such contract, transaction
or action.

                    Indemnification - Directors and Officers

          Section 8. The corporation may indemnify every person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the corporation, by
reason of the fact that said person is or

                                      -21-



was a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement incurred by said person in connection with such
action, suit or proceeding, to the full extent permitted by the laws of the
State of Delaware in effect from time to time. The corporation shall have the
right and power to purchase and maintain insurance in such principal amounts as
shall be approved by resolution of the Board of Directors of the corporation
from time to time on behalf of each said person against any liability asserted
against and incurred by said person in any such aforesaid capacity, or arising
out of said person's status as such, to the full extent permitted by the laws of
the State of Delaware in effect from time to time.

                                   ARTICLE XII

                                   AMENDMENTS

          These By-laws may be altered, amended or repealed or new By-laws may
be adopted at any regular or special meeting of stockholders, or of the
Directors, at which a quorum is present or represented, by the affirmative vote
of a majority of the outstanding stock entitled to vote, or of a majority of the
Directors of the corporation, provided

                                      -22-



notice of the proposed alteration, amendment or repeal be contained in the
notice of such meeting.

                                      -23-

EX-3.18

                                                                    Exhibit 3.18

                          CERTIFICATE OF INCORPORATION

                                       OF

                         CHAPARRAL STEEL HOLDINGS, INC.

                                ARTICLE 1 - NAME

     The name of the corporation is Chaparral Steel Holdings, Inc.

                          ARTICLE 2 - REGISTERED AGENT

     The address of the corporation's registered office in Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of the corporation's registered agent at such address is
The Corporation Trust Company.

                               ARTICLE 3 - PURPOSE

     The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.

                            ARTICLE 4 - CAPITAL STOCK

     The aggregate number of shares of stock that the corporation shall have
authority to issue is 10,000. All of such shares shall be of the par value of
$0.10 per share, shall be of the same class and shall be designated as "Common
Stock."

                            ARTICLE 5 - INCORPORATOR

     The name and mailing address of the sole incorporator is as follows:

   Name      Mailing Address
- ----------   ----------------------------

Dan Busbee   Locke Purnell Rain Harrell
             (A Professional Corporation)
             2200 Ross Avenue, Suite 2200
             Dallas, Texas 75201-6776

                          ARTICLE 6 - INITIAL DIRECTORS

     The number of directors constituting the initial Board of Directors is
three. Thereafter, the number of directors constituting the Board of Directors
shall be fixed by or in accordance with the bylaws of the corporation. The
following



persons shall serve as the directors of the corporation until the first annual
meeting of stockholders of the corporation or until their successors are duly
elected and qualified:

      Name                     Address
- -----------------   ----------------------------
Richard M. Fowler   300 Ward Road
                    Midlothian, Texas 76065-9651

Larry L. Clark      300 Ward Road
                    Midlothian, Texas 76065-9651

Robert C. Moore     300 Ward Road
                    Midlothian, Texas 76065-9651

                        ARTICLE 7 - NO CUMULATIVE VOTING

     Cumulative voting in the election of directors or otherwise is hereby
expressly prohibited.

                      ARTICLE 8 - PREEMPTIVE RIGHTS DENIED

     No stockholder shall have, as a stockholder of the corporation, any
preemptive right to acquire, purchase or subscribe for the purchase of any or
all additional issues of stock of the corporation or any or all classes or
series thereof, or for any securities convertible into such stock, whether now
or hereafter authorized.

                               ARTICLE 9 - BYLAWS

     The initial bylaws of the corporation shall be adopted by the Board of
Directors. The power to alter, amend or repeal the bylaws or adopt new bylaws,
subject to the right of the stockholders to adopt, amend or repeal the bylaws,
is vested in the Board of Directors.

                          ARTICLE 10 - INDEMNIFICATION

     To the fullest extent permitted by the General Corporation Law of Delaware,
as the same may be amended from time to time, the corporation shall indemnify
any and all of its directors and officers, former directors and officers, and
any person who may have served at the corporation's request as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise.

CERTIFICATE OF INCORPORATION - Page 2



                         ARTICLE 11 - DIRECTOR LIABILITY

     To the fullest extent permitted by the General Corporation Law of Delaware,
as the same may be amended from time to time, a director or former director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director. No
repeal, amendment or modification of this Article, whether direct or indirect,
shall eliminate or reduce its effect with respect to any act or omission of a
director or former director of the corporation prior to such repeal, amendment
or modification.

                            ARTICLE 12 - AMENDMENTS

     The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

     IN WITNESS WHEREOF, I have hereunto set my hand this 19TH day of February,
1996.


                                              /s/ Dan Busbee
                                              ----------------------------------
                                              Dan Busbee, Incorporator

CERTIFICATE OF INCORPORATION - Page 3

EX-3.19

                                                                    Exhibit 3.19

                                     BYLAWS
                                       OF
                         CHAPARRAL STEEL HOLDINGS, INC.

                               ARTICLE 1 - OFFICES

     Section 1. Registered Office. The registered office shall be located in the
City of Wilmington, County of New Castle, State of Delaware.

     Section 2. Other Offices. The corporation also may have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or as the business of the corporation
may require.

                    ARTICLE 2 - MEETINGS OF THE STOCKHOLDERS

     Section 1. Place of Meetings. All meetings of the stockholders for the
election of directors or for any other proper purpose shall be held in such
place within or without the State of Delaware as the Board of Directors may from
time to time designate, as stated in the notice of such meeting or a duly
executed waiver of notice thereof.

     Section 2. Annual Meeting. An annual meeting of the stockholders shall be
held at such time and date as the Board of Directors may determine. At such
meeting the stockholders entitled to vote thereat shall elect a Board of
Directors, and may transact such other business as properly may be brought
before the meeting.

     Section 3. Special Meeting. Special meetings of the stockholders may be
called by the Chairman of the Board of Directors, the President, the Board of
Directors or the holders of not less than ten percent (10%) of all shares
entitled to vote at the meeting.

     Section 4. Notice of Annual or Special Meeting. Written or printed notice
stating the location, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than sixty (60) days before the date
of the meeting, either personally or by mail, by or at the direction of the
Chairman of the Board, the President, the Secretary, or the officer or person
calling the meeting, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the stockholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid.



     Section 5. Business at Special Meeting. The business transacted at any
special meeting of the stockholders shall be limited to the purposes stated in
the notice thereof.

     Section 6. Quorum of Stockholders. Unless otherwise provided in the
Certificate of Incorporation or applicable law, the holders of a majority of the
shares entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of the stockholders. If, however, a quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
present in person or represented by proxy shall have power to adjourn the
meeting from time to time, without notice other than announcement of location,
day, and hour of the adjourned meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified, unless the adjournment is for more than
thirty (30) days or a new record date is fixed for the adjourned meeting, in
which case notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at such meeting. The stockholders present at a duly
organized meeting may continue to transact business until adjournment, and the
subsequent withdrawal of any stockholder or the refusal of any stockholder to
vote shall not affect the presence of quorum at the meeting.

     Section 7. Act of Stockholders' Meeting. Except with respect to the
election of directors, the vote of the holders of a majority of the shares
entitled to vote and represented in person or by proxy at a meeting at which a
quorum is present shall be the act of the stockholders' meeting, unless the vote
of a greater number is required by law or the Certificate of Incorporation.
Unless otherwise provided in the Certificate of Incorporation, directors shall
be elected by a plurality of the votes cast by the holders of shares entitled to
vote in the election of directors at a meeting of stockholders at which a quorum
is present and all elections of directors shall be by written ballot. Where a
separate vote by a class or classes is required, a majority of the outstanding
shares of such class or classes, present in person or represented by proxy,
shall constitute a quorum entitled to take action with respect to that vote on
that matter and the affirmative vote of the majority of shares of such class or
classes present in person or represented by proxy at the meeting shall be the
act of such class.

     Section 8. Voting of Shares. Each outstanding share shall be entitled to
one vote on each matter submitted to a vote at a meeting of the stockholders,
except to the extent that the voting rights of the shares of any class are
limited or denied by the Certificate of Incorporation or by a resolution of the
Board of Directors designating a series of preferred stock. At each election for
directors, every stockholder entitled to vote at such election shall have the
right to vote, in person or by proxy, the

                                       2



number of shares owned by him for as many persons as there are directors to be
elected and for whose election he has the right to vote. Unless permitted by the
Certificate of Incorporation, no stockholder shall be entitled to cumulate his
votes by giving one candidate as many votes as the number of such directors to
be elected multiplied by the number of shares owned by such stockholder or by
distributing such votes on the same principle among any number of such
candidates.

     Section 9. Proxies. At any meeting of the stockholders, each stockholder
having the right to vote shall be entitled to vote either in person or by proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after three (3) years from its date of
execution unless otherwise provided in the proxy. Each proxy shall be revocable
unless expressly provided therein to be irrevocable and the proxy is coupled
with an interest or otherwise made irrevocable by law.

     Section 10. Voting List. The officer or agent having charge of the stock
ledger of the corporation shall make, at least ten (10) days before each meeting
of the stockholders, a complete list of the stockholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and number of shares held by each, which list shall be
maintained, for a period of ten (10) days prior to such meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held, and shall be subject to inspection by any
stockholder at any time during the usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any stockholder during the whole time of the meeting. The
original stock ledger shall be the only evidence as to who are the stockholders
entitled to examine such list or transfer books of the corporation or to vote at
any such meeting of stockholders.

     Section 11. Action by Written Consent Without a Meeting. Any action
required or permitted by law, the Certificate of Incorporation, or these bylaws
to be taken at a meeting of the stockholders may be taken without a meeting,
without prior notice, and without a vote, if a consent in writing, setting forth
the action so taken, is signed by the holders of stock having not less than the
minimum number of votes that would be necessary to take such action at a meeting
at which the holders of all shares entitled to vote on the action were present
and voting. Consent does not have to be unanimous. Every written consent must
bear the date of signature of each stockholder who signs the consent. No written
consent shall be effective to take the action that is the subject of the consent
unless, within sixty (60) days after the date of the earliest dated consent
delivered to the corporation in the manner required by this Section 11, a
consent or consents

                                       3



signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take the action that is the subject
of the consent are delivered to the corporation by delivery to its registered
office, its principal place of business, or an officer to agent of the
corporation having custody of the books in which proceedings of meetings of
stockholders are recorded. Delivery shall be by hand or certified or registered
mail, return receipt requested. Delivery to the corporation's principal place of
business shall be addressed to the President or Chief Executive Officer of the
Corporation. Prompt notice of the taking of any action by stockholders without a
meeting by less than unanimous written consent shall be given to those
stockholders who did not consent in writing to the action.

                         ARTICLE 3 - BOARD OF DIRECTORS

     Section 1. Powers. The business and affairs of the corporation shall be
managed by or under the direction of its Board of Directors, which may exercise
all such powers of the corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these bylaws
directed or required to be exercised and done by the stockholders.

     Section 2. Number of Directors. The number of directors shall consist of
one (1) or more members as determined from time to time in accordance with these
bylaws by resolution of the Board of Directors, but no decrease in the number
of directors shall have the effect of shortening the term of any incumbent
director.

     Section 3. Election and Term. The directors, other than the initial
directors, shall be elected at the annual meeting of the stockholders except as
provided in Section 4 of this Article 3, and each director of the corporation
shall hold office until his successor is elected and qualified or until his
death, resignation or removal. Unless required by the Certificate of
Incorporation, directors need not be residents of the State of Delaware or
stockholders of the corporation.

     Section 4. Vacancies. Any vacancy occurring in the Board of Directors shall
be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors, or if no directors remain,
by an election at an annual or special meeting of the stockholders called for
that purpose. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. Any directorship to be filled by
reason of an increase in the number of directors may be filled by the
affirmative vote of a majority of the directors. A director elected to fill a
newly created directorship shall hold office until his successor is elected and
qualified or until his death, resignation or removal.

                                       4



     Notwithstanding the preceding provisions of this Section 4, whenever the
holders of any class or series of shares are entitled to elect one or more
directors by the provisions of the Certificate of Incorporation, any vacancies
in such directorships and any newly created directorships of such class or
series to be filled by reason of an increase in the number of such directors may
be filled by the affirmative vote of a majority of the directors elected by such
class or series then in office or by a sole remaining director so elected.

     Unless otherwise provided in the Certificate of Incorporation or these
bylaws, when one (1) or more directors shall resign from the Board of Directors
effective at a future date, a majority of the directors then in office,
including those who so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective, and each director so chosen shall hold office as
provided in this Section 4 in the filling of other vacancies.

     Section 5. Resignation and Removal. Any director may resign at any time
upon giving written notice to the corporation. At any meeting of stockholders
called expressly for the purpose of removing a director or directors, any
director or the entire Board of Directors may be removed, with or without cause,
by a vote of the holders of a majority of the shares then entitled to vote at an
election of directors.

     Section 6. Compensation of Directors. As specifically prescribed from time
to time by resolution of the Board of Directors, the directors of the
corporation may be paid their expenses of attendance at each meeting of the
Board and may be paid a fixed sum for attendance at each meeting of the Board or
a stated salary in their capacity as directors. This provision shall not
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.

     Section 7. Chairman of the Board. The Board of Directors, at its first
meeting after each annual meeting of stockholders, shall elect one of its
members Chairman of the Board. The Chairman of the Board shall preside at all
meetings of the Board of Directors and shall have such other powers and duties
as usually pertain to such position or as may be delegated by the Board of
Directors.

                        ARTICLE 4 - MEETINGS OF THE BOARD

     Section 1. First Meeting. The first meeting of each newly elected Board of
Directors shall be held immediately following the annual meeting of the
stockholders and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present.

                                        5



     Section 2. Regular Meetings. Regular meetings of the Board of Directors may
be held with or without notice at such time and at such place either within or
without the State of Delaware as from time to time shall be prescribed by the
Board of Directors.

     Section 3. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board, the President or by a majority of the
Board of Directors. Written notice of special meetings of the Board of Directors
shall be given to each director at least twenty-four (24) hours before the time
of the meeting.

     Section 4. Business at Regular or Special Meeting. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting.

     Section 5. Quorum of Directors. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, unless a greater number is
required by law or the Certificate of Incorporation. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

     Section 6. Act of Directors' Meeting. The act of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless the act of a greater number is required by law or
the Certificate of Incorporation.

     Section 7. Action by Unanimous Written Consent Without a Meeting. Any
action required or permitted to be taken at a meeting of the Board of Directors
or any executive committee under the provisions of any applicable law, the
Certificate of Incorporation or these bylaws may be taken without a meeting if a
consent in writing setting forth the action so taken is signed by all members of
the Board of Directors or of the executive committee, as the case may be. Such
consent shall have the same force and effect as a unanimous vote of the Board of
Directors or of the executive committee, as the case may be.

     Section 8. Interested Directors. No contract or transaction between the
corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee

                                       6



thereof that authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if:

          (a) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the Board of
     Directors or the committee, and the Board of Directors or committee in good
     faith authorizes the contract or transaction by the affirmative vote of a
     majority of the disinterested directors, even though the disinterested
     directors be less than a quorum; or

          (b) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the stockholders
     entitled to vote thereon, and the contract or transaction is specifically
     approved in good faith by vote of the stockholders; or

          (c) The contract or transaction is fair as to the corporation as of
     the time it is authorized, approved, or ratified by the Board of Directors,
     a committee thereof, or the stockholders.

Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee that authorizes
the contract or transaction.

                             ARTICLE 5 - COMMITTEES

     The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members an executive committee
and one or more other committees, each of which, to the extent provided in such
resolution or in the Certificate of Incorporation or in these bylaws, shall have
and may exercise all the authority of the Board of Directors, subject to the
limitations imposed by applicable law. The Board of Directors, by resolution
adopted by a majority of the full Board of Directors, may designate one or more
of its members as alternate members of any committee, who may, subject to any
limitations imposed by the Board of Directors, replace absent or disqualified
members at any meeting of that committee. Vacancies in the membership of any
such committee shall be filled by resolution adopted by the majority of the full
Board of Directors at a regular or special meeting of the Board. The designation
of any such committee and the delegation thereto of authority shall not operate
to relieve the Board of Directors, or any member thereof, of any responsibility
imposed upon it or him by law. All committees shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required. To the
extent applicable, the provisions of Article 4 of these bylaws governing the
meetings of the Board of Directors shall likewise govern the meetings of any
committee thereof. Any member of the executive committee may be removed by the
Board of Directors by the affirmative vote of a majority of the

                                        7



full Board, whenever in its judgment the best interests of the corporation will
be served thereby.

                               ARTICLE 6 - NOTICES

     Section 1. Methods of Giving Notice. Whenever any notice is required to be
given to any stockholder or director under the provisions of any law, the
Certificate of Incorporation or these bylaws, it shall be given in writing and
delivered personally or mailed to such stockholder or director at such address
as appears on the books of the corporation, and such notice shall be deemed to
be given at the time the same shall be deposited in the United States mail with
sufficient postage thereon prepaid. Notice to directors may also be given by
telegram, telex, telecopy or similar means of visual data transmission, and
notice given by any of such means shall be deemed to be delivered when
transmitted for delivery to the recipient.

     Section 2. Waiver of Notice. Whenever any notice is required to be given to
any stockholder or director under the provisions of any law, the Certificate of
Incorporation or these bylaws, a waiver thereof in writing signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

     Section 3. Attendance as Waiver. Attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

                      ARTICLE 7 - DIRECTORS' ACTION WITHOUT
                    A MEETING BY USE OF CONFERENCE TELEPHONE

     Subject to the provisions required or permitted for notice of meetings,
unless otherwise restricted by the Certificate of Incorporation or these bylaws,
members of the Board of Directors or members of any committee designated by such
Board may participate in and hold a meeting of such Board or committee by
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
such a meeting shall constitute presence in person at such meeting, except where
a person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                              ARTICLE 8 - OFFICERS

     Section 1. Executive Officers. The officers of the corporation shall
consist of a President and a Secretary, and may also include one or more vice
Presidents, a Treasurer, and such

                                       8



other officers as are provided for in this Article 8, each of whom shall be
elected by the Board of Directors as provided in Section 2 of this Article 8.
Any two or more offices may be held by the same person.

     Section 2. Election and Qualification. The Board of Directors, at its first
meeting held immediately after each annual meeting of stockholders, shall choose
a President and a Secretary. The Board of Directors also may elect one or more
Vice Presidents, a Treasurer, and such other officers, including assistant
officers and agents as may be deemed necessary, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

     Section 3. Salaries. The compensation of all officers and agents of the
corporation shall be determined by the Board of Directors.

     Section 4. Term, Removal and Vacancies. Each officer of the corporation
shall hold office until his successor is chosen and qualified or until his
death, resignation, or removal. Any officer may resign at any time upon giving
written notice to the corporation. Any officer or agent or member of the
executive committee elected or appointed by the Board of Directors may be
removed by the Board of Directors with or without cause, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights. Any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise shall be filled by the Board of
Directors.

     Section 5. Chief Executive Officer. Unless the Board of Directors
designates otherwise, the President shall be the Chief Executive Officer of the
corporation. The Chief Executive Officer shall preside at all meetings of the
stockholders. The Chief Executive officer shall have such other powers and
duties as usually pertain to such office or as may be delegated by the Board of
Directors.

     Section 6. President. The President shall be ex-officio a member of all
standing committees and shall have general powers of oversight, supervision and
management of the business and affairs of the corporation, and shall see that
all orders and resolutions of the Board of Directors are carried into effect.
The President shall have such other powers and duties as usually pertain to such
office or as may be prescribed by the Board of Directors. He shall execute
bonds, mortgages, instruments, contracts, agreements, and other documentation,
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the corporation.

                                       9



     Section 7. Vice Presidents. Unless otherwise determined by the Board of
Directors, the Vice Presidents, in the order of their seniority as such
seniority may from time to time be designated by the Board of Directors, shall
perform the duties and exercise the powers of the President in the absence or
disability of the President. They shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

     Section 8. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders, and shall record all the
proceedings of the meetings of the stockholders and of the Board of Directors in
books to be kept for that purpose, and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors. He shall keep in safe custody the seal of the corporation, and,
when authorized by the Board of Directors, affix the same to any instrument
requiring it. When so affixed, such seal shall be attested by his signature or
by the signature of the Treasurer or an Assistant Secretary.

     Section 9. Assistant Secretaries. Unless otherwise determined by the Board
of Directors, the Assistant Secretaries, in the order of their seniority as such
seniority may from time to time be designated by the Board of Directors, shall
perform the duties and exercise the powers of the Secretary in the absence or
disability of the Secretary. They shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

     Section 10. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities, and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation, and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

     Section 11. Assistant Treasurer. Unless otherwise determined by the Board
of Directors, the Assistant Treasurer shall perform the duties and exercise the
powers of the Treasurer in the absence or disability of the Treasurer. He shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

                                       10



     Section 12. Officers' Bond. If required by the Board of Directors, any
officer so required shall give the corporation a bond (which shall be renewed as
the Board may require) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of any and all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control belonging to the corporation.

                       ARTICLE 9 - CERTIFICATES FOR SHARES

     Section 1. Certificates Representing Shares. The corporation shall deliver
certificates representing all shares to which stockholders are entitled. Such
certificates shall be numbered and shall be entered in the books of the
corporation as they are issued, and shall be signed by the Chairman of the Board
of Directors, the President or a Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, and may be sealed with the seal of the corporation or a facsimile
thereof. Any or all signatures on the certificate may be a facsimile. In case
any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of its issuance. If the corporation is authorized to
issue shares of more than one class, there shall be set forth upon the face or
back of the certificate a statement that the corporation will furnish to any
stockholder upon request and without charge, a full statement of all of the
powers, designations, preferences, limitations and relative rights of the shares
of each class authorized to be issued and the qualifications, limitations or
restrictions of such preferences and/or rights and, if the corporation is
authorized to issue any preferred or special class in series, the variations in
the relative rights and preferences between the shares of each such series so
far as the same have been fixed and determined and the authority of the Board of
Directors to fix and determine the relative rights and preferences of subsequent
series. Each certificate representing shares shall state upon the face thereof
that the corporation is organized under the laws of the State of Delaware, the
name of the person to whom issued, the number and the class and the designation
of the series, if any, which such certificate represents and the par value of
each share represented by such certificate or a statement that the shares are
without par value. No certificate shall be issued for any share until the
consideration therefor has been fully paid.

     Section 2. Restriction on Transfer of Shares. If any restriction on the
transfer, or registration of the transfer, of shares shall be imposed or agreed
to by the corporation, as

                                       11



permitted by law, the Certificate of Incorporation, or these bylaws, such
restriction shall be noted conspicuously on each certificate representing shares
in accordance with applicable law.

     Section 3. Voting Agreements. A written counterpart of any voting
agreement entered into among any number of stockholders of the corporation, or
any number of stockholders of the corporation and the corporation itself, for
the purpose of providing that shares of the corporation shall be voted in the
manner prescribed in the agreement shall be deposited with the corporation at
its registered office in Delaware and shall be subject to the inspection by any
stockholder of the corporation or any beneficiary of the agreement daily during
business hours. In addition, certificates of stock or uncertificated stock shall
be issued to the person or persons, or corporation or corporations authorized to
act as trustee for purposes of vesting in such person or persons, corporation or
corporations, the right to vote such shares, to represent any stock of an
original issue so deposited with him or them, and any certificates of stock or
uncertificated stock so transferred to the voting trustee or trustees shall be
surrendered and cancelled and new certificates or uncertificated stock shall be
issued therefore to the voting trustee or trustees. In the certificate so
issued, if any, it shall be stated that it is issued pursuant to such agreement,
and that fact shall also be stated in the stock ledger of the corporation.

     Section 4. Transfer of Shares. Subject to the provisions of Section 7 of
this Article 9, upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.

     Section 5. Lost, Stolen or Destroyed Certificate. The Board of Directors
may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost, stolen or destroyed upon the making of an affidavit of that fact
by the person claiming the certificate to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

                                       12



     Section 6. Closing of Transfer Books and Fixing Record Date. For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution, or in order to make a
determination of stockholders for any other proper purpose (other than
determining stockholders entitled to consent to action taken by stockholders
that is proposed to be taken without a meeting of stockholders), the Board of
Directors may fix in advance a date as the record date for any such
determination of stockholders, such date to not precede the date of adoption of
the resolution fixing the record date, and such date to be not more than sixty
(60) days, and, in case of a meeting of stockholders, not less than ten (10)
days, prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend or other
distribution, or for any other proper purpose, the day next preceding the date
on which notice of the meeting is mailed or if notice is waived, the day next
preceding the day on which the meeting is held or the date on which the
resolution of the Board of Directors declaring such dividend or relating to such
other proper purpose is adopted, as the case may be, shall be the record date
for such determination of stockholders. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as provided in
this Section 6, such determination shall apply to any adjournment thereof;
provided that the Board of Directors may fix a new record date for the adjourned
meeting. Whenever action by stockholders is proposed to be taken by consent in
writing without a meeting of stockholders, the Board of Directors may fix a
record date for the purpose of determining stockholders entitled to consent to
that action, which record date shall not precede, and shall not be more than ten
(10) days after, the date upon which the resolution fixing the record date is
adopted by the Board of Directors. If no record date has been fixed by the Board
of Directors and the prior action of the Board of Directors is not required by
law, the record date for determining stockholders entitled to consent to action
in writing without a meeting shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its registered office, its principal place of
business, or an officer or agent of the corporation having custody of the books
in which proceedings of meeting of stockholders are recorded. If no record date
shall have been fixed by the Board of Directors and prior action of the Board of
Directors is required by law, the record date for determining stockholders
entitled to consent to action in writing without a meeting shall be the date on
which the Board of Directors adopts a resolution taking such prior action.

     Section 7. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on

                                       13



its books as the owner of shares to receive dividends, and to vote as such
owner, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

                         ARTICLE 10 - GENERAL PROVISIONS

     Section 1. Dividends. The Board of Directors from time to time may declare,
and the corporation may pay, dividends on its outstanding shares in cash,
property, or its own shares pursuant to law and subject to the provisions of the
Certificate of Incorporation and these bylaws.

     Section 2. Reserves. The Board of Directors may by resolution create a
reserve or reserves out of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.

     Section 3. Negotiable Instruments. All bills, notes, checks or instruments
for the payment of money shall be signed by such officer or officers or such
other person or persons as permitted by these bylaws or in such manner as the
Board of Directors from time to time may designate.

     Section 4. Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

     Section 5. Seal. The corporate seal shall have inscribed thereon the name
of the corporation and may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.

     Section 6. Books and Records. The corporation shall keep books and records
of account and shall keep minutes of the proceedings of the stockholders, the
Board of Directors, and each committee of the Board of Directors. The
corporation shall keep at its registered office or principal place of business,
or at the office of its transfer agent or registrar, a record of the original
issuance of shares issued by the corporation and a record of each transfer of
those shares that have been presented to the corporation for registration of
transfer. Such records shall contain the names and addresses of all past and
current stockholders of the corporation and the number and class of shares
issued by the corporation held by each of them. Any books, records, minutes, and
share transfer records may be in written form or in any other form capable of
being converted into written form within a reasonable time.

                                       14



                          ARTICLE 11 - INDEMNIFICATION

     To the fullest extent permitted by the General Corporation Law of Delaware,
as the same may be amended from time to time, the corporation shall indemnify
any and all of its directors and officers, former directors and officers, and
any person who may have served at the corporation's request as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise.

                            ARTICLE 12 - AMENDMENTS

     These bylaws may be altered, amended, or repealed or new bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors, subject to the right of the stockholders to adopt, amend or repeal
these bylaws or adopt new bylaws.

                                       15



                            CERTIFICATE OF SECRETARY

     The undersigned does hereby certify that (a) he is the duly elected and
qualified Secretary of CHAPARRAL STEEL TEXAS, INC., a Delaware corporation (the
"Corporation"), and (b) the foregoing is a true and correct copy of the bylaws
of the Corporation reviewed and adopted by the Board of Directors of the
Corporation by unanimous written consent dated as of                     , 1996.
                                                     --------------------


                                              ----------------------------------
                                                             , Secretary
                                              ---------------

Dated:                        , 1996
       -----------------------

                                       16

EX-3.20

                                                                    Exhibit 3.20

                              CERTIFICATE OF TRUST

                                       OF

                              CHAPARRAL STEEL TRUST

          (Pursuant to Section 3810 of the Delaware Business Trust Act)

To the Secretary of State
State of Delaware:

          It is hereby certified that

          1. The name of the business trust is Chaparral Steel Trust (the
     "Trust").

          2. The address of the registered office of the Trust in the State of
     Delaware is Attention: Corporate Trust Department, 900 Market Street, New
     Castle County, Wilmington, Delaware 19801, and the name of the registered
     agent for service of process on the Trust is Delaware Trust Capital
     Management, a Delaware banking corporation.

          3. Delaware Trust Capital Management, a Delaware banking corporation,
     whose business address is Attention: Corporate Trust Department, 900 Market
     Street, Wilmington, Delaware, 19801, is a statutory trustee of the Trust.

          4. This Certificate of Trust shall be effective upon filing.

Executed on February 29, 1996.

                             TRUSTEES


                             /s/ Larry L. Clark
                             ---------------------------------------------------
                             Larry L. Clark, Managing Trustee

                             Address: 300 Ward Road
                                      Midlothian, TX 76065




                             /s/ Richard M. Fowler
                             ---------------------------------------------------
                             Richard M. Fowler, Managing Trustee

                             Address: 300 Ward Road
                                      Midlothian, TX 76065


                             /s/ Robert C. Moore
                             ---------------------------------------------------
                             Robert C. Moore, Managing Trustee

                             Address: 300 Ward Road
                                      Midlothian, TX 76065


                             DELAWARE TRUST CAPITAL MANAGEMENT, not in its
                             individual capacity but solely as Statutory Trustee


                             By: /s/ Illegible
                                 -----------------------------------------------
                                 Title: VICE PRESIDENT

                             Address: Attention Corporate Trust
                                      Department
                                      900 Market Street
                                      Wilmington, Delaware 19801

                                      -2-

EX-3.21

                                                                    Exhibit 3.21

                                 TRUST AGREEMENT
                                       OF
                              CHAPARRAL STEEL TRUST

     This TRUST AGREEMENT is made as of this 29th day of February, 1996, by and
among Chaparral Steel Holdings, Inc., a Delaware corporation, as Settlor, and
Larry L Clark, Richard M. Fowler, Robert C. Moore, and Delaware Trust Capital
Management, a Delaware corporation, as Trustees.

                                    RECITALS

     WHEREAS, the Settlor desires to establish a business trust under and in
accordance with Chapter 38 of Title 12 of the Delaware Code, Part V, (S)(S)3801
et seq. (the "Delaware Business Trust Act"), for the purpose or purposes of
engaging in any lawful act or activity for which business trusts may be
organized under and in accordance with the provisions of Delaware Business Trust
Act; and

     WHEREAS, the beneficial interest in the assets of such trust shall be held
initially by Chaparral Steel Holdings, Inc., as Beneficiary; and

     WHEREAS, the Managing Trustees are willing to undertake the provision of
such services and such other lawful business purposes on the terms and
conditions set forth herein.

     NOW, THEREFORE, the Settlor hereby expressly declares that there is created
a business trust which exists subject to the Delaware Business Trust Act, and
the Settlor hereby transfers and delivers unto the Managing Trustees of said
business trust certain property, together with the right, title, and interest in
and to the same, to have and hold said property, together with any additions
thereto, accumulations thereon, and changes therein, in trust under and in
accordance with the Delaware Business Trust Act as herein set forth;

     FURTHER, the Managing Trustees hereby declare (i) that all property, real
or personal or mixed, tangible or intangible, or of any other description now
held or hereafter acquired by or transferred to them in their capacity as
Managing Trustees hereunder, together with the income and profits therefrom and
the proceeds thereof, shall be held by them in trust and shall be received,
managed, and disposed of by them for the benefit of the Beneficiary hereunder
subject to the terms and conditions provided herein; and (ii) that all
activities of the Trust shall be conducted in accordance with the provisions
hereof and the Delaware Business Trust Act, to wit:



                                    ARTICLE I
                  NAME OF TRUST, DEFINITIONS, AND CONSTRUCTION

     1.1 Name. The Trust established under this Agreement shall be known as the
CHAPARRAL STEEL TRUST. So far as may be practicable, legal, and convenient, the
affairs of the Trust shall be conducted and transacted under that name, which
name shall not refer, individually or personally, to the Trustees, to the
Beneficiary, or to any officers, employees, or agents of the Trust.

     1.2 Definitions. Whenever used in this Agreement, unless the context
otherwise requires, the terms defined below shall have the respective meanings:

          (a) Agreement. "Agreement" shall mean this Trust Agreement of
     Chaparral Steel Trust and all amendments or modifications hereof.

          (b) Beneficial Interest. "Beneficial Interest" shall mean the
     beneficial interest of the Beneficiary in the Trust as described in Section
     6.1.

          (c) Beneficiary. "Beneficiary" initially shall mean Chaparral Steel
     Holdings, Inc., a Delaware corporation, and any successors or assigns
     thereof acquiring the Beneficial Interest in accordance with the provisions
     hereof. If, at any time, more than one Person shall have a Beneficial
     Interest in the Trust (as a result of a transfer of a portion of the
     Beneficial Interest as permitted by Section 6.4 or otherwise), the term
     "Beneficiary" shall refer to all such Persons holding a Beneficial Interest
     in the Trust.

          (d) By Laws. "By-Laws" shall mean the By-Laws referred to in Section
     4.4, if adopted.

          (e) Certificate. "Certificate" shall mean the Certificate of Trust
     authorized to be filed pursuant to Section 4.3(z) hereof, as required to be
     filed pursuant to Section 3810 of the Delaware Business Trust Act and
     Section 9.3 hereof.

          (f) Delaware Business Trust Act. "Delaware Business Trust Act" shall
     have the meaning assigned to that term in the Recitals hereof, as the same
     may be amended from time to time.

          (g) Managing Trustees. Managing Trustees shall mean Larry L. Clark,
     Richard M. Fowler, and Robert C. Moore in their capacity as Managing
     Trustees under this Agreement or any successor thereto.

          (h) Notice of Transfer. "Notice of Transfer" shall mean the Notice of
     Transfer referred to in Section 6.4 and in substantially the form set forth
     in Exhibit A hereto.

                                       -2-



          (i) Person. "Person" shall include individuals, corporations, limited
     partnerships, general partnerships, limited liability companies, joint
     stock companies or associations, joint ventures, associations, consortia,
     companies, trusts, banks, trust companies, land trusts, common law trusts,
     business trusts, or other entities, and governments and agencies and
     political subdivisions thereof.

          (j) Securities. "Securities" shall mean (i) any stock, shares, voting
     trust certificates, bonds, debentures, notes, or other evidences of
     indebtedness or ownership, (ii) in general any instruments commonly known
     as securities, or (iii) any certificates of interest, shares, or
     participation in temporary or interim certificates for, receipts for,
     guarantees of, or warrants, options or rights to subscribe, in any of the
     foregoing.

          (k) Settlor. "Settlor" shall mean Chaparral Steel Holdings, Inc., a
     Delaware corporation.

          (l) Statutory Trustee. "Statutory Trustee" shall mean Delaware Trust
     Capital Management, a Delaware corporation, not in its individual capacity,
     but solely in its capacity as Statutory Trustee for the purpose of
     qualifying the Trust as a Delaware business trust, and any successor
     Statutory Trustee hereunder.

          (m) Trust. "Trust" shall mean CHAPARRAL STEEL TRUST, the business
     trust established hereunder.

          (n) Trustees. "Trustees" shall mean, as of any particular time, those
     Persons who serve and hold office as Managing Trustees or the Statutory
     Trustee hereunder at such time, whether they be the Trustees named herein
     or additional or successor Trustees. "Trustees" shall not include the
     officers, representatives, or agents of the Trust or the Beneficiary;
     provided, however, that nothing herein shall be deemed to preclude the
     Trustees from also serving as officers, representatives, or agents of the
     Trust, the Beneficiary, Chaparral Steel Texas, Inc., a Delaware
     corporation, Chaparral Steel Holdings, Inc., a Delaware corporation,
     Chaparral Steel Company, a Delaware corporation, or Chaparral Steel
     Midlothian, LP.

          (o) Trust Estate. "Trust Estate" shall mean, as of any particular
     time, any and all property, real or personal or otherwise, tangible or
     intangible, transferred, conveyed, or paid to the Trust or to the Trustees
     as Trustees, and all rents, income, profits and gains therefrom, together
     with the proceeds from the sale or other disposition thereof, which at such
     time are owned or held by the Trust or the Trustees.

     1.3 Construction. In this Agreement and in any amendment hereto, references
to this Agreement and to "herein," "hereof" and "hereunder" shall be deemed to
refer to this Agreement as a whole as the same may be amended. References to the
masculine

                                      -3-



gender shall include the feminine and neuter genders. Words in the singular
number include the plural, and in the plural number include the singular.

                                   ARTICLE II
                           PURPOSE AND NATURE OF TRUST

     2.1 Purpose of Trust. The purpose of the Trust is (i) to engage in any
lawful acts or activities, as the Managing Trustees may determine from time to
time, for which business trusts may be organized under the laws of the State of
Delaware, (ii) in general to carry on any other acts in connection with or
arising out of the foregoing, (iii) to have and exercise all powers that are
available to business trusts formed under the laws of the State of Delaware, and
(iv) to do any or all of the things herein set forth to the same extent as
natural persons.

     2.2 Nature of Trust. The Trust is a business trust of the type referred to
in Section 3801(a) of the Delaware Business Trust Act, and without limiting the
provisions hereof, the Trust may have and exercise all powers which may be
exercised by such a trust. The Trust is not intended to be, shall not be deemed
to be, and shall not be treated as, a general partnership, limited partnership,
joint venture, corporation, or joint stock company or association for purposes
of Delaware law or the laws of any other state of the United States. Neither the
Trustees nor the Beneficiary shall be deemed to be, or be treated, in any way as
partners or joint venturers or as agents of one another, or liable or
responsible as such hereunder. The relationship of the Beneficiary to the
Trustees shall be solely that of the beneficiary of the Trust, and its rights
shall be limited to those conferred upon it by this Agreement and, to the extent
permissible under the Delaware Business Trust Act and not inconsistent herewith,
the Delaware Business Trust Act.

                                   ARTICLE III
                                    TRUSTEES

     3.1 Number, Term of Office, Qualifications of Managing Trustees. There
shall be no fewer than three (3) nor more than nine (9) Managing Trustees. The
initial Managing Trustees shall be the signatories hereto as Managing Trustees.
The Managing Trustees, from time to time, may fix the number of Trustees within
the range established in this Agreement, and may change the range in the
authorized number of Trustees; provided, however, that the lower end of the
authorized range shall not be fewer than three. Subject to the provisions of
Section 3.3, each Managing Trustee shall hold office for a term of one year or
until the appointment and qualification of his successor. At each annual meeting
of the Beneficiary, the Beneficiary shall appoint successors to the Managing
Trustees, unless the number of Managing Trustees is then being reduced. Managing
Trustees may be reappointed without limit as to the number of times. The
Managing Trustees shall be individuals at least 21 years of age who are not
under legal disability. Unless otherwise required by law or by action of the
Managing Trustees, no

                                      -4-



Managing Trustee shall be required to give bond, surety, or security in any
jurisdiction for the performance of any duties or obligations hereunder. Under
no circumstances may the Beneficiary serve as a Managing Trustee. The Managing
Trustees in their capacity as Managing Trustees shall not be required to devote
their entire time to the business and affairs of the Trust.

     3.2 Compensation and Other Remuneration of Managing Trustees. As
specifically prescribed from time to time by action of the Managing Trustees,
the Managing Trustees may be allowed to receive reasonable compensation for
their services as Managing Trustees. The Managing Trustees may also be allowed
to receive, directly or indirectly, remuneration for services rendered to the
Trust in any other capacity, including, without limitation, remuneration for
rendered services as an officer of or consultant to the Trust, or for legal,
accounting or other professional services rendered to the Trust, or otherwise.
The Managing Trustees shall be reimbursed for their reasonable expenses incurred
in connection with their services as Managing Trustees.

     3.3 Resignation, Removal, and Death of Managing Trustees. A Managing
Trustee may resign at any time by giving written notice to the remaining
Managing Trustees at the principal place of business of the Trust. Such
resignation shall take effect on the date such notice is given or at any later
time specified in the notice without need for prior accounting. A Managing
Trustee may be removed at any time (i) with or without cause by the Beneficiary
and (ii) with cause by all remaining Managing Trustees. For purposes of the
preceding sentence, "cause" shall include, but shall not be limited to, physical
and/or mental inability, due to a condition or illness which is expected to be
of permanent or indefinite duration, to perform the duties of a Managing
Trustee. Upon the resignation or removal of any Managing Trustee, or his
otherwise ceasing to be a Managing Trustee, he (or his legal representative)
shall execute and deliver such documents as the remaining Managing Trustees
shall require for the conveyance of any trust property held in his name, shall
account to the remaining Trustees as they require for all property which he
holds as Managing Trustee, and shall thereupon be discharged as Managing
Trustee. Upon the incapacity, death, bankruptcy or dissolution of any Managing
Trustee, such person shall cease to be a Managing Trustee and the vacancy caused
by such death or incapacity shall be filled in accordance with Section 3.4.

     3.4 Vacancies of Managing Trustees. If any or all of the Managing Trustees
cease to be Managing Trustees hereunder, whether by reason of resignation,
removal, incapacity, death, bankruptcy, dissolution, or otherwise, such event
shall not terminate the Trust or affect its continuity. Until vacancies are
filled, the remaining Managing Trustee or Managing Trustees (even though fewer
than three) may exercise the powers of the Managing Trustee or Managing Trustees
hereunder. Vacancies (including vacancies created by increases in the number of
Managing Trustees) may be filled for the unexpired term by the remaining
Managing Trustee or by a majority of the remaining Managing Trustees. If, at any
time, no Managing Trustees remain in office, successor Managing Trustees shall
be appointed by the Beneficiary as provided in Section 6.7.

                                      -5-



     3.5 Successor and Additional Managing Trustees. The right, title, and
interest of the Managing Trustees in and to the Trust Estate shall vest
automatically in successor and additional Managing Trustees upon their
qualification, and they shall thereupon have all the rights and obligations of
Managing Trustees hereunder. Such right, title, and interest shall vest in the
Managing Trustees whether or not the appropriate transfer documents have been
executed and delivered pursuant to Section 3.3 or otherwise. Appropriate written
evidence of the appointment and qualification of successor and additional
Managing Trustees shall be kept with the records of the Trust. Upon the
resignation, removal, or death of a Managing Trustee, such Managing Trustee (and
in the event of his death, his estate) shall automatically cease to have any
right, title, or interest in or to any of the Trust property, and the right,
title, and interest of such Managing Trustee in and to the Trust Estate shall
vest automatically in the remaining Trustees without any further act.

     3.6 Actions by Managing Trustees and Consents. The Managing Trustees may
act with or without a meeting. A quorum for all meetings of the Managing
Trustees shall be a majority of the Managing Trustees. Unless specifically
provided otherwise in this Agreement, any action of the Managing Trustees may be
taken at a meeting by vote of a majority of the Managing Trustees present at
such meeting if a quorum is present, or without a meeting by written consent of
all the Managing Trustees. Any agreement, deed, mortgage, lease, or other
instrument or writing executed by any one or more of the Managing Trustees or by
any one or more authorized Persons shall be valid and binding upon the Managing
Trustees and upon the Trust when authorized by action of the Managing Trustees
or as provided in the By-Laws, if the same are adopted. Managing Trustees and
members of any committee of the Managing Trustees may conduct meetings by
conference telephone call or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at such meeting.

     3.7 Meetings of Managing Trustees; Notices and Waiver of Notice. An annual
meeting of the Managing Trustees shall be held immediately after the annual
meeting of the Beneficiary. Regular meetings, if any, shall be held at such
other times as shall be fixed by the Trustees. No notice shall be required of an
annual or a regular meeting of Managing Trustees. Special meetings of the
Managing Trustees shall be called by the Chairman or the President upon the
request of any two Managing Trustees and may be called by the Chairman or
President on his own motion, with such notice as the Managing Trustees or person
calling such meeting shall determine. Such notice, which need not state the
purpose of the meeting, shall be by oral, telegraphic, telephonic, or written
communication stating the time and place therefor. Notice of any special meeting
need not be given to any Managing Trustee entitled thereto who submits a written
and signed waiver of notice, either before or after the meeting, or who attends
the meeting without protesting the lack of notice prior to or at the
commencement of the meeting. Regular or special meetings of the Managing
Trustees may be held, within or without the State of Delaware, at such places as
shall be designated by the Managing Trustees. The Managing Trustees may adopt
such rules and regulations for their conduct and the

                                      -6-



management of the affairs of the Trust as they may deem proper and as are not
inconsistent with this Agreement.

     3.8 Committees. The Managing Trustees may appoint from among their number
an executive committee and such other standing committees, including, without
limitation, audit, nominating and compensation committees, or such other special
committees as the Managing Trustees determine. Each standing committee shall
consist of two or more members. Each committee shall have such powers, duties,
and obligations as the Managing Trustees may deem necessary and appropriate.
Without limiting the generality of the foregoing, the executive committee shall
have the power to conduct the business and affairs of the Trust during periods
between meetings of the Managing Trustees. The executive committee and other
committees shall report their activities periodically to the Managing Trustees.

     3.9 Ownership of Trust Assets. Legal title to the Trust Estate subject from
time to time to this Agreement shall be transferred to, vested in, and held by
the Managing Trustees as Trustees of this Trust; provided, however, that the
Managing Trustees shall have the power to cause legal title to any property of
the Trust to be held by and/or in the name of one or more of the Managing
Trustees, or any other Person as nominee, on such terms, in such manner, and
with such powers as the Managing Trustees may determine; provided, further, that
the Managing Trustees shall have the power to cause any property of the Trust to
be held in the custody of any bank and that such bank may hold the property of
the Trust in the name of any nominee, partnership, or nontaxable corporation.

     3.10 Statutory Trustee. The Statutory Trustee is hereby appointed as a
Trustee of the Trust effective as of the date hereof, solely to serve as
resident trustee as required by Section 3807(a) of the Delaware Business Trust
Act and to perform the functions specifically required of a resident trustee
thereunder. The Statutory Trustee shall have no other power or duties with
respect to the Trust. The Statutory Trustee shall receive as compensation for
its services hereunder those fees described on Exhibit A hereto (and
incorporated herein by reference) and the Statutory Trustee shall be entitled to
be reimbursed by Settlor for its other reasonable expenses hereunder, including
the reasonable compensation, expenses and disbursements of such agents,
representatives, experts and counsel as such Statutory Trustee may employ in
connection with the exercise and performance of its rights and duties hereunder.
The Statutory Trustee shall at all times be a corporation or other Person
satisfying the provisions of Section 3807(a) of the Delaware Business Trust Act.

     If at any time the Statutory Trustee shall cease to be eligible in
accordance with the provisions of this Section 3.10 and shall fail to resign
after written request therefore by the Managing Trustees or if at any time the
Statutory Trustee shall be legally unable to act or shall be adjudged bankrupt
or insolvent or a receiver of the Statutory Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Statutory
Trustee or of its property or affairs for the purpose of rehabilitation,

                                      -7-



conservation or liquidation, then the Managing Trustees may remove the Statutory
Trustee. If the Managing Trustees remove the Statutory Trustee under the
authority of the immediately preceding sentence, the Managing Trustees shall
promptly appoint a successor Statutory Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the outgoing
Statutory Trustee so removed (together with payment of all fees owing to the
outgoing Statutory Trustee) and one copy shall be delivered to the successor
Statutory Trustee.

     Any successor Statutory Trustee appointed pursuant to this Section 3.10
shall execute, acknowledge and deliver to the Managing Trustees and to its
predecessor Statutory Trustee an instrument accepting such appointment under
this Agreement, and thereupon the resignation or removal of the predecessor
Statutory Trustee shall become effective and such successor Statutory Trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor under this
agreement, with like effect as if originally named as Statutory Trustee. The
predecessor Statutory Trustee shall upon payment of its fees and expenses
deliver to the successor Statutory Trustee all documents and statements and
monies held by it under this Agreement; and the Managing Trustees and the
predecessor Statutory Trustee shall execute and deliver such instruments and do
such other things as may reasonably be required for fully and certainly vesting
and confirming in the successor Statutory Trustee all such rights, powers,
duties, and obligations.

                                   ARTICLE IV
                            MANAGING TRUSTEES' POWERS

     4.1 Power and Authority of Managing Trustees. Subject only to the
provisions of this Agreement, the Managing Trustees shall have full, absolute,
and exclusive power, control, and authority over the Trust Estate and over the
business and affairs of the Trust to the same extent as if the Managing Trustees
were the sole owners thereof in their own right, free from any power of control
on the part of the Beneficiary. The Managing Trustees shall also have full,
absolute, and exclusive power to do all such acts and things as in their sole
judgment and discretion are necessary or incidental to, or desirable for, the
carrying out of any of the purposes of the Trust or conducting the business of
the Trust. Any determination made in good faith by the Managing Trustees of the
purposes of the Trust or the existence of any power or authority hereunder shall
be conclusive. In construing the provisions of this Agreement, the presumption
shall be in favor of the grant of powers and authority to the Managing Trustees.
The enumeration of any specific power or authority herein shall not be construed
as limiting the general powers or authority or any other specified power or
authority conferred upon the Managing Trustees hereunder.

     4.2 General Powers and Authority. Subject only to the provisions of this
Agreement, and in addition to any powers and authority conferred by this
Agreement or by virtue of any statute or law, and without any action or consent
by the Beneficiary

                                      -8-



(except as expressly required by this Agreement), the Managing Trustees shall
have and may (but are not required to) exercise, at any time and from time to
time, the following powers and authorities as they may deem proper:

          (a) To receive title to, hold, buy, sell, exchange, transfer, and
     convey real and personal property for the use of the Trust.

          (b) To take, receive, invest, or disburse the receipts, earnings,
     rents, profits, or returns of the Trust.

          (c) To carry on and conduct any lawful business designated in this
     Agreement (including without limitation any business associated with the
     purpose of the Trust as set forth in or established by the Managing
     Trustees pursuant to Section 2.1), and generally to do any lawful act in
     relation to the Trust Estate that any individual owning the same absolutely
     might do.

          (d) To cause the Trust to merge with another business trust,
     association, corporation, partnership, or other Person, to divide, or to
     engage in any fundamental or other transaction (including, without
     limitation, dissolution) contemplated by this Agreement.

     4.3 Specific Powers and Authority. Without limiting the generality of the
powers and authority set forth in Section 4.2 (and subject to the qualifications
set forth above), the specific powers of the Managing Trustees shall include the
following:

          (a) For such consideration as the Managing Trustees deem proper, to
     purchase or otherwise acquire for cash or other property and hold for
     investment real or personal property of any kind, tangible or intangible,
     in entirety or in participation, all without regard to whether any such
     property is authorized by law for the investment of trust funds, and to
     possess and exercise all the rights, powers, and privileges appertaining to
     the ownership of the Trust Estate with respect thereto.

          (b) To sell, rent, lease, hire, exchange, release, partition, assign,
     mortgage, pledge, hypothecate, grant security interests in, encumber,
     negotiate, convey, transfer, or otherwise dispose of or grant interests in
     all or any portion of the Trust Estate by deeds, financing statements,
     security agreements and other instruments, trust deeds, assignments, bills
     of sale, transfers, leases, or mortgages, for any of such purposes.

          (c) To enter into leases, contracts, obligations, and other agreements
     for a term which may extend beyond the term of office of the Managing
     Trustees.

          (d) To borrow money and give negotiable or nonnegotiable instruments
     therefor; to guarantee, indemnify, or act as surety with respect to payment
     or

                                       -9-



     performance of obligations of third parties; to enter into other
     obligations on behalf of the Trust; and to assign, convey, transfer,
     mortgage, subordinate, pledge, grant security interests in, encumber, or
     hypothecate the Trust Estate to secure any of the foregoing.

          (e) To lend money, whether secured or unsecured, to any Person.

          (f) To create reserve funds for any purpose.

          (g) To incur and pay out of the Trust Estate any charges or expenses,
     and disburse any funds of the Trust, which charges, expenses, or
     disbursements are, in the opinion of the Managing Trustees, necessary or
     incidental to or desirable for the carrying out of any of the purposes of
     the Trust or conducting the business of the Trust, including, without
     limitation, fees payable to the Statutory Trustee, taxes and other
     governmental levies, charges, and assessments, of whatever kind or nature,
     imposed upon or against the Managing Trustees in connection with the Trust
     or the Trust Estate or upon or against the Trust Estate or any part
     thereof.

          (h) To deposit funds of the Trust in or with banks, trust companies,
     savings and loan associations, money market organizations, and other
     depositories or issuers of depository-type accounts, whether such deposits
     will draw interest or be insured, the same to be subject to withdrawal or
     redemption on such terms and in such manner and by such Person or Persons
     (including any one or more Managing Trustees, officers, agents, or
     representatives of the Trust) as the Managing Trustees may determine.

          (i) To possess and exercise all the rights, powers, and privileges
     appertaining to the ownership of all or any mortgages or Securities issued
     or created by, or interests in, any Person, forming part of the Trust
     Estate, to the same extent that an individual might, which may include the
     exercise of discretionary powers; and, without limiting the generality of
     the foregoing, to vote or give consent, request or notice, or waive any
     notice, either in person or by proxy or power of attorney, with or without
     power of substitution, to one or more Persons, for meetings or action
     generally or for any particular meeting or action.

          (j) To enter into joint ventures, general or limited partnerships,
     limited liability companies and any other lawful combinations or
     associations.

          (k) To elect or appoint officers of the Trust (which shall include a
     Chairman, who will be a Managing Trustee, and a President, a Treasurer, and
     a Secretary, and which may include one or more Vice Presidents and other
     officers as the Managing Trustees may determine, and none of whom needs be
     a Managing Trustee), who may be removed or discharged at the discretion of
     the Managing Trustees, which officers shall have such powers and duties,
     and shall serve such terms, as may be prescribed by the Managing Trustees
     or in the By-Laws of the

                                      -10-



     Trust, if adopted; to engage or employ any persons as agents,
     representatives, employees, or independent contractors in one or more
     capacities, in connection with the management of the Trust's affairs or
     otherwise, and to pay compensation from the Trust for services to such
     Persons in as many capacities as such Person may be so engaged or employed,
     notwithstanding that any such Person is a Managing Trustee or officer of
     the Trust or an affiliate thereof; and, except as prohibited by law, to
     delegate any of the powers and duties of the Managing Trustees to any one
     or more Managing Trustees, agents, representatives, officers, employees,
     independent contractors, or other Persons.

          (l) To collect, sue for, and receive all sums of money coming due to
     the Trust, and to engage in, intervene in, prosecute, join, defend,
     compound, compromise, abandon, or adjust, by arbitration or otherwise, any
     actions, suits, proceedings, disputes, claims, controversies, demands, or
     other litigation relating to the Trust, the Trust Estate, or the Trust's
     affairs; to enter into agreements relating thereto whether any suit is
     commenced or claim accrued or asserted; and to enter into agreements
     regarding arbitration, adjudication or settlement of any controversy in
     advance thereof.

          (m) To renew, modify, release, compromise, extend, consolidate, or
     cancel, in whole or in part, any obligation to or of the Trust.

          (n) To purchase and pay for out of the Trust Estate insurance
     contracts and policies insuring the Trust Estate against any and all risks
     and insuring the Trust, the Managing Trustees, the Statutory Trustee, the
     Beneficiary, the officers of the Trust, such agents, representatives,
     employees, or independent contractors for the Trust, or any or all of them,
     against any and all claims and liabilities of every nature asserted by any
     person arising by reason of any action alleged to have been taken or
     omitted by the Trust or by the Managing Trustees, the Statutory Trustee,
     the Beneficiary, the officers of the Trust, or such agents,
     representatives, employees, or independent contractors for the Trust.

          (o) To cause legal title to any of the Trust Estate to be held by or
     in the name of the Managing Trustees or, except as prohibited by law, by or
     in the name of the Trust or one or more of the Managing Trustees or any
     other Person as the Managing Trustees may determine, on such terms, in such
     manner, and with such powers as the Trustees may determine, and with or
     without disclosure that the Trust or Managing Trustees are interested
     therein.

          (p) To adopt a fiscal year and accounting method for the Trust; from
     time to time to change such fiscal year and accounting method; and to
     engage a firm of independent public accountants to audit the financial
     records of the Trust.

          (q) To adopt and use a seal (but the use of a seal shall not be
     required for the execution of instruments or obligations of the Trust).

                                      -11-



          (r) To declare and pay distributions as provided in Section 6.5.

          (s) To file any and all documents and take any and all such other
     action as the Managing Trustees in their sole judgment may deem necessary
     in order that the Trust may lawfully conduct its business in any
     jurisdiction.

          (t) To participate in any reorganization, readjustment, consolidation,
     merger, dissolution, sale or purchase of assets, lease, or similar
     proceedings of any corporation, partnership, or other organization; to
     delegate discretionary powers to any reorganization, protective, or similar
     committee in connection therewith; and to pay assessments and other
     expenses in connection therewith.

          (u) To cause to be organized or assist in organizing any Person, which
     may or may not be a subsidiary or affiliate of the Trust, under the laws of
     any jurisdiction to acquire the Trust Estate or any part or parts thereof
     or to carry on any business in which the Trust shall, directly or
     indirectly, have any interest; subject to the provisions of this Agreement,
     to cause the Trust to merge with such Person or any existing Person or to
     sell, rent, lease, hire, convey, negotiate, assign, exchange, or transfer
     the Trust Estate or any part or parts thereof to or with any such Person or
     any existing Person in exchange for the Securities thereof or otherwise;
     and to lend money to, subscribe for the Securities of, and enter into any
     contracts with, any such Person in which the Trust holds or is about to
     acquire Securities or any other interest.

          (v) To decide whether, at any time or from time to time, to cause the
     Trust to maintain its status or to cease to maintain its status as a
     business trust, and to take all action deemed by the Managing Trustees
     appropriate in connection with maintaining or ceasing to maintain such
     status.

          (w) To make any indemnification payment authorized by this Agreement.

          (x) To do all other such acts and things as are incident to the
     foregoing; to exercise all powers which are necessary or useful to carry on
     the business of the Trust; to promote any of the purposes for which the
     Trust is formed; and to carry out the provisions of this Agreement.

          (y) To guarantee the debt of Chaparral Steel Company to Prudential
     Insurance Company of America.

          (z) To cause to be filed the Certificate with the Delaware Secretary
     of State including any amendment or cancellation of such Certificate.

     4.4 By-Laws. The Managing Trustees may, but are not required to, make,
adopt, amend, or repeal By-Laws containing provisions relating to the business
of the Trust, the conduct of its affairs, its rights or powers of the
Beneficiary, of the Managing

                                      -12-



Trustees, or of the officers of the Trust not inconsistent with law or with this
Agreement; provided however, that no provision of such By-Laws may impose any
duty, obligation or responsibility on the Statutory Trustee not otherwise set
forth in this Agreement without the prior written consent of the Statutory
Trustee. Such By-Laws may provide for the appointment by the Chairman and
President of assistant officers or of agents of the Trust in addition to those
provided for in the foregoing Section 4.3(k), subject however to the right of
the Managing Trustees to remove or discharge such officers or agents.

     4.5 Trustees Acting Only In Fiduciary Capacity and Other Matters.

          (a) Each and every power, authority, and discretion given to or vested
     in the Trustees by or pursuant to the provisions of this Agreement or by
     law shall be exercised by the Trustees only in a fiduciary capacity.

          (b) The Managing Trustees shall have no duty to dispose of the limited
     partnership interest in Chaparral Steel Midlothian, LP even though such
     investment may not yield as high a rate of return as other available
     investments and even though the retention of such limited partnership
     interest may raise questions of prudence. The Managing Trustees shall have
     no responsibility for any loss that may result from acting in accordance
     with the immediately preceding sentence and no action or failure to act by
     the Trustees pursuant to the immediately preceding sentence shall be
     subject to question by the Beneficiary.

          (c) The Trustees and the Trust shall not be subject to Section 3540 of
     the Delaware Code Annotated, Title 12, Chapter 35.

                                    ARTICLE V
                      OFFICERS, EMPLOYEES, AND OTHER AGENTS

     5.1 Employment of Officers, Employees, and Other Agents. The Managing
Trustees are responsible for the general policies of the Trust and for such
general supervision of the business of the Trust conducted by all officers,
agents, employees, advisers, managers, or independent contractors of the Trust
as may be necessary to insure that such business conforms to the provisions of
this Agreement. However, the Managing Trustees are not, and shall not be,
required personally to conduct the business of the Trust. Consistent with the
powers described in Section 4.3(k), the Managing Trustees shall have the power
to appoint, employ, or contract with any Person (including one or more of
themselves, or any corporation, partnership, or trust in which one of more of
them may be directors, officers, stockholders, partners, or trustees) as the
Managing Trustees may deem necessary or proper for the transaction of the
business of the Trust. For such purpose, the Managing Trustees may grant or
delegate such authority to any such Person as the Managing Trustees may in their
sole discretion deem necessary or desirable without regard to whether such
authority is normally granted or delegated by trustees.

                                      -13-



     5.2 Compensation and Powers. The Managing Trustees shall have the power to
determine the terms and compensation of any Person whom they may employ or with
whom they may contract other than the Statutory Trustee, whose compensation is
as set forth in Section 3.10 hereof. The Managing Trustees may exercise broad
discretion in allowing officers, employees, or other agents to administer and
regulate the operations of the Trust, to act as agent for the Trust, to execute
documents on behalf of the Managing Trustees, and to make executive decisions
which conform to general policies and principles previously established by the
Managing Trustees and not inconsistent with this Agreement.

                                   ARTICLE VI
                  BENEFICIARY AND BENEFICIAL INTEREST IN TRUST

     6.1 Beneficial Interest in Trust. All beneficial interest in the Trust
shall be vested in the Beneficiary and shall be referred to herein as the
Beneficial Interest of the Beneficiary. The Beneficial Interest shall not be
represented by shares or other certificates.

     6.2 Legal Ownership of Trust Estate. Except to the extent provided in
Sections 3.9 and 5.1. The legal ownership of the Trust Estate and the right to
conduct the business of the Trust are vested exclusively in the Managing
Trustees. The Beneficiary shall have no interest therein, other than the
Beneficial Interest in the Trust conferred on it by this Agreement. The
Beneficiary shall have no right to compel any partition, division, dividend, or
distribution of the Trust or any of the Trust Estate, nor may it be called upon
to share or assume any losses of the Trust or suffer an assessment of any kind
by virtue of its Beneficial Interest.

     6.3 Beneficial Interest Deemed Personal Property. The Beneficial Interest
of the Beneficiary shall be personal property and shall confer upon the
Beneficiary only the interest and rights specifically set forth in this
Agreement. The death, dissolution, liquidation, insolvency, or incapacity of the
Beneficiary shall not dissolve or terminate the Trust, affect its continuity, or
give the legal representative of the Beneficiary any rights whatsoever, whether
against or in respect of the Managing Trustees or the Trust Estate or otherwise.

     6.4 Transfer of Beneficial Interest by Beneficiary. The Beneficiary may at
any time transfer all or from time to time transfer a portion of its Beneficial
Interest in the Trust to any Person. Any such transfer shall be effective upon
receipt by the Managing Trustees of a Notice of Transfer, which Notice shall, in
substantially the form of Exhibit B hereto, (a) specify the name and address of
the transferee and the percentage of the Beneficial Interest in the Trust being
transferred to such transferee and (b) be signed by the Beneficiary, the
transferee, and at least one of the Managing Trustees. The Managing Trustees
shall maintain or cause to be maintained in the records of the Trust all Notices
of Transfer, which Notices shall be conclusive evidence of the transfer of all
or a portion,

                                      -14-



as the case may be, of the Beneficial Interest. By signing the Notice of
Transfer, the transferee of all or any portion of the Beneficial Interest shall
have agreed to and shall be bound by the terms and conditions of this Agreement,
as provided in Section 9.7.

     6.5 Distributions to the Beneficiary. The Managing Trustees may from time
to time declare and pay to the Beneficiary such distributions in cash or other
property, out of current or accumulated income, capital, capital gains,
principal, surplus, proceeds from the increase or refinancing of Trust
obligations, from the repayment of loans made by the Trust, from the sale of
portions of the Trust Estate, or from any other source as the Managing Trustees
in their discretion shall determine. The Beneficiary shall have no right to any
distribution unless and until declared by the Managing Trustees.

     6.6 Meetings of the Beneficiary. The Managing Trustees shall cause to be
called and held an annual meeting of the Beneficiary at such time and such place
as they may determine at which Managing Trustees shall be appointed and any
other proper business may be conducted. The annual meeting of the Beneficiary
shall be held on such date and upon such notice as the Managing Trustees shall
determine. Special meetings of the Beneficiary may be called by a majority of
the Managing Trustees or the Chairman or the President of the Trust, and shall
be called by the Managing Trustees or any officer of the Trust upon the written
request of the Beneficiary (or, if more than one Person holds a Beneficial
Interest, upon the written request of one or more Persons collectively holding
not less than 75 percent of the Beneficial Interest in the Trust), which written
request shall state the purpose(s) of the meeting so requested. The Trust shall
provide the Beneficiary due notice (either in person or by mail) of a special
meeting and the purpose of such meeting, including the date, time, and place of
such meeting, as determined by the Managing Trustees. If there shall be no
Managing Trustees, a special meeting of the Beneficiary shall be held promptly
for the appointment of successor Managing Trustees. The call and notice of any
special meeting shall state the purpose of the meeting.

     6.7 Actions by the Beneficiary and Consents. The presence of the
Beneficiary (or, if more than one Person holds a Beneficial Interest, the
presence of one or more Persons collectively holding at least 51 percent of the
Beneficial Interest in the Trust) at any meeting shall constitute a quorum at
such meeting. Whenever the Beneficiary is required or permitted to take any
action, such action may be taken, except as otherwise provided by this Agreement
or required by law, by the vote of the Beneficiary cast at a meeting of the
Beneficiary at which a quorum is present (or, if more than one Person holds a
Beneficial Interest, by the vote of one or more Persons collectively holding at
least 51 percent of the Beneficial Interest in the Trust present at a meeting of
the Beneficiary at which a quorum is present), or without a meeting by written
consent setting forth the action so taken signed by the Beneficiary (or, if more
than one Person holds a Beneficial Interest, signed by each such Person).
Notwithstanding any provision of this Agreement to the contrary, no vote or
consent of the Beneficiary shall be required to approve the sale, exchange, or
other disposition by the Managing Trustees of one or more assets of

                                      -15-



the Trust, or the pledging, hypothecating, granting security interests in,
mortgaging, encumbering, or leasing of all or any of the Trust Estate.

     6.8 Notice to the Beneficiary; Waiver of Notice. Any notice of meeting or
other notice, communication, or report to the Beneficiary shall be deemed duly
delivered to the Beneficiary when such notice, communication, or report is
deposited, with postage thereon prepaid, in the United States mail, addressed to
the Beneficiary at its address as appears on the records of the Trust or is
delivered in person to the Beneficiary. Notice of any annual meeting of the
Beneficiary or any special meeting of the Beneficiary need not be given to the
Beneficiary if it submits a written and signed waiver of notice, either before
or after the meeting, or if it attends the meeting without protesting the lack
of notice prior to or at the commencement of the meeting.

     6.9 Inspection by the Beneficiary. The Beneficiary shall have the same
right to inspect the records of the Trust as has a shareholder in a Delaware
business corporation.

                                   ARTICLE VII
                     LIABILITY OF TRUSTEES, THE BENEFICIARY
                         AND OFFICERS, AND OTHER MATTERS

     7.1 Limitation of Liability of Trustees and Officers. No Trustee or officer
of the Trust shall be liable to the Trust or to any Trustee or the Beneficiary
for any act or omission whether his or its own or that of any other Trustee or
officer of the Trust or of the Beneficiary or any agent of the Trust, nor shall
any such Trustee be held to any personal liability whatsoever in tort, contract,
or otherwise in connection with the affairs of this Trust, except only that
arising from his or its own bad faith, willful misfeasance, gross negligence, or
reckless disregard of his or its duties.

     7.2 Limitation of Liability of the Beneficiary, Trustees, and Officers;
Indemnification of Beneficiary. The Trustees and officers in incurring any
debts, liabilities, or obligations, or in taking or omitting any other actions
for or in connection with the Trust are, and shall be deemed to be, acting as
Trustees or officers of the Trust and not in their own individual capacities.
Except to the extent provided in Section 7.1, no Trustee or officer of the Trust
or the Beneficiary shall be liable for any debt, claim, demand, judgment,
decree, liability, or obligation of any kind of, against, or with respect to the
Trust arising out of any action taken or omitted for or on behalf of the Trust.
The Trust shall be solely liable therefor and resort shall be had solely to the
Trust Estate for the payment or performance thereof. The Beneficiary shall be
entitled to indemnification from the Trust Estate if, contrary to the provisions
hereof, the Beneficiary shall be held to any such personal liability.

     7.3 Express Exculpatory Clauses in Instruments. To the extent practicable,
the Managing Trustees shall make reasonable efforts to cause any written
instrument creating an obligation of the Trust to include a reference to this
Agreement, and to provide that

                                      -16-



neither the Beneficiary nor the Trustees or the officers of the Trust shall be
liable thereunder and that the other parties to such instrument shall look
solely to the Trust Estate for the payment of any claim thereunder or for the
performance thereof; provided, however, that the omission of such provision from
any such instrument shall not render the Beneficiary or any Trustee or officer
of the Trust liable nor shall the Trustees or any officer of the Trust be liable
to anyone for such omission.

     7.4 Indemnification and Reimbursement of Trustees and Officers.

          (a) Right to Indemnification. Each Trustee and officer of the Trust
     shall be entitled as of right to be indemnified by the Trust against any
     expenses and liabilities paid or incurred by such Person in connection with
     any actual or threatened claim, action, suit, or proceeding, civil,
     criminal, administrative, investigative or other, whether brought by or in
     the right of the Trust or otherwise, in which he or it may be involved in
     any manner as a party, witness, or otherwise, or is threatened to be made
     so involved, by reason of such Person being or having been a Trustee or
     officer of the Trust or by reason of the fact that such Person is or was
     serving at the request of the Trustees as a director, officer, employee,
     fiduciary, or other representative of another Person (such claim, action,
     suit, or proceeding hereinafter being referred to as an "Action");
     provided, however, that no such right of indemnification shall exist with
     respect to any Action initiated by an indemnitee (as hereinafter defined)
     other than the Statutory Trustee against the Trust (an "Indemnitee
     Action"), except as provided in the last sentence of this subsection (a).
     Persons who are not Trustees or officers of the Trust may be similarly
     indemnified in respect of service to the Trust or to another Person on
     behalf of the Trust at the request of the Trustees to the extent the
     Trustees at any time denominate any of such Persons as entitled to the
     benefits of this Section 7.4.

          As used in this Section 7.4, the following terms shall have the
     following meanings:

               (i) "indemnitee" shall include each Trustee and officer of the
          Trust and each other Person denominated by the Trustees as entitled to
          the benefits of this Section 7.4.

               (ii) "expenses" shall mean all expenses actually and reasonably
          incurred, including fees and expenses of counsel selected by an
          indemnitee.

               (iii) "liabilities" shall mean amounts of judgments, excise
          taxes, fines, penalties, and amounts paid in settlement.

     An indemnitee other than the Statutory Trustee shall be entitled to be
     indemnified pursuant to this subsection (a) for expenses incurred in
     connection with any Indemnitee Action only (i) if the Indemnitee Action is
     instituted under subsection

                                      -17-



     (c) of this Section 7.4 and the indemnitee is successful in whole or in
     part in such Indemnitee Action, (ii) if the indemnitee is successful in
     whole or in part in another Indemnitee Action for which expenses are
     claimed or (iii) if the indemnification for expenses is included in a
     settlement of, or is awarded by a court in, such other Indemnitee Action.

          (b) Right to Advancement of Expenses. Every indemnitee shall be
     entitled as of right to have his expenses in defending any Action, or in
     initiating and pursuing any Indemnitee Action for indemnity or advancement
     of expenses under subsection (c) (or, in the case of the Statutory Trustee,
     an Action under subsection (c)), paid in advance by the Trust prior to
     final disposition of such Action or Indemnitee Action, provided that the
     Trust receives a written undertaking by or on behalf of the indemnitee to
     repay the amount advanced if it should ultimately be determined that the
     indemnitee is not entitled to be indemnified for such expenses.

          (c) Right of Indemnitee to Initiate Action. If a written claim under
     subsection (a) or (b) is not paid in full by the Trust within thirty (30)
     days after such claim has been received by the Trust, the indemnitee may at
     any time thereafter initiate an Indemnitee Action (or in the case of the
     Statutory Trustee, an Action)to recover the unpaid amount of the claim and,
     if successful in whole or in part, in the case of any indemnitee other than
     the Statutory Trustee, and without regard to such success provided such
     action was initiated in good faith in the case of the Statutory Trustee,
     the indemnitee shall also be entitled to be paid the expense of prosecuting
     such Indemnitee Action (or in the case of the Statutory Trustee, an
     Action). The only defense to an Indemnitee Action to recover on a claim for
     indemnification under subsection (a) shall be that the indemnitee's conduct
     was such that under Delaware law the Trust is prohibited from indemnifying
     the indemnitee for the amount claimed, but the burden of proving such
     defense shall be on the Trust. Neither the failure of the Trust (including
     its Trustees, independent legal counsel, or the Beneficiary) to have made a
     determination prior to the commencement of such Indemnitee Action that
     indemnification of the indemnitee is proper in the circumstances, nor an
     actual determination by the Trust (including its Trustees, independent
     legal counsel, or the Beneficiary) that the indemnitee's conduct was such
     that indemnification is prohibited by Delaware law, shall be a defense to
     such Indemnitee Action or create a presumption that the indemnitee's
     conduct was such that indemnification is prohibited by Delaware law. The
     only defense to an Indemnitee Action to recover on a claim for advancement
     of expenses under subsection (b) shall be the indemnitee's failure to
     provide the undertaking required by subsection (b).

          (d) Insurance and Funding. The Trust may purchase and maintain
     insurance to protect itself and any Person eligible to be indemnified
     hereunder against any liability or expense asserted or incurred by such
     Person in connection with any Action, whether or not the Trust would have
     the power to indemnify such

                                      -18-



     Person against such liability or expense by law or under the provisions of
     this Section 7.4. The Trust may create a trust fund, grant a security
     interest, cause a letter of credit to be issued or use other means (whether
     or not similar to the foregoing) to ensure the payment of such sums as may
     become necessary to effect indemnification as provided herein.

          (e) Non-Exclusivity; Nature and Extent of Rights. The rights to
     indemnification and advancement of expenses provided for in this Section
     7.4 shall (i) not be deemed exclusive of any other rights, whether now
     existing or hereafter created, to which any indemnitee may be entitled
     under any agreement or the By Laws (if adopted), vote of the Beneficiary or
     Trustees or otherwise, (ii) be deemed to create contractual rights in favor
     of each indemnitee who serves the Trust at any time while this Section 7.4
     is in effect (and each such indemnitee shall be deemed to be so serving in
     reliance on the provisions of this Section 7.4), and (iii) continue as to
     each indemnitee who has ceased to have the status pursuant to which he was
     entitled or was denominated as entitled to indemnification under this
     Section 7.4 and shall also inure to the benefit of the heirs and legal
     representatives of each indemnitee. Any amendment or repeal of this Section
     7.4 or adoption of any ByLaw or provision of this Agreement which has the
     effect of limiting in any way the rights to indemnification or advancement
     of expenses provided for in this Section 7.4 shall operate prospectively
     only and shall not affect any action taken, or failure to act, by
     an indemnitee prior to the adoption of such amendment, repeal, By-Law, or
     other provision, nor shall any such changes affect the Statutory Trustee's
     rights hereunder without its prior written consent.

          (f) Partial Indemnity. If an indemnitee is entitled under any
     provision of this Section 7.4 to indemnification by the Trust for some or a
     portion of the expenses or liabilities paid or incurred by the indemnitee
     in the preparation, investigation, defense, appeal, or settlement of any
     Action or Indemnitee Action but not, however, for the total amount thereof,
     the Trust shall indemnify the indemnitee for the portion of such expenses
     or liabilities to which the indemnitee is entitled.

          (g) Conflicts. Notwithstanding any provision of this Section 7.4 to
     the contrary, in the event there is any conflict between the provisions of
     this Section 7.4 and the provisions of the Articles of Incorporation for
     Chaparral Steel Company the provisions of such Articles of Incorporation
     shall control; provided, however, the preceding provisions of this Section
     7.4(g) shall have no effect on the rights and obligations of the Statutory
     Trustee hereunder.

     7.5 Persons Dealing With Trustees or Officers. Any act of the Trustees' or
officers purporting to be done in their capacity as such shall, as to any
Persons dealing with such Trustees or officers, be conclusively deemed to be
within the purposes of this Trust and within the powers of the Trustees and
officers. No Person dealing with the Trustees or any of them, or with the
authorized officers, agents, or representatives of the Trust, shall be bound to
see to the application of any funds or property passing into their

                                      -19-



hands or control. The receipt of the Trustees or any of them, or of authorized
officers, agents, or representatives of the Trust, for moneys or other
consideration, shall be binding upon the Trust.

     7.6 Reliance. The Trustees and officers may consult with counsel and the
advice or opinion of such counsel shall be full and complete personal protection
to all of the Trustees and officers in respect of any action taken or suffered
by them in good faith and in reliance on or in accordance with such advice or
opinion. In discharging their duties, Trustees and officers, when acting in good
faith, may rely upon financial statements of the Trust represented to them to be
correct by the President or the officer of the Trust having charge of its books
of account, or stated in a written report by an independent certified public
accountant fairly to present the financial position of the Trust. The Trustees
may rely, and shall be personally protected in acting, upon any instrument or
other document believed by them to be genuine.

                                  ARTICLE VIII
                       DURATION, MERGER, DISSOLUTION, AND
                          AMENDMENT OF TRUST AGREEMENT

     8.1 Duration of Trust. The period of duration of the Trust shall be
perpetual; provided, that the period of duration may be changed pursuant to an
appropriate amendment to this Agreement.

     8.2 Merger or Consolidation. The Managing Trustees may, with the prior
approval of the Beneficiary, (a) merge or consolidate the Trust with and/or
into, or sell, convey, and transfer the Trust Estate to, any Person in exchange
for shares or Securities thereof, or beneficial interests therein, or other
consideration, and (if the Trust is not the surviving entity of such merger,
consolidation, or other transaction) the assumption by such transferee of the
liabilities of the Trust and (b) subject to Section 8.3, if the Trust is not the
surviving entity of such merger, consolidation, or other transaction, thereupon
terminate the Trust and distribute such shares, securities, beneficial
interests, or other consideration, to the Beneficiary pursuant to a plan or
other determination duly adopted by the Managing Trustees.

     8.3 Dissolution. The Trust may be dissolved by the Managing Trustees, with
the prior approval of the Beneficiary, pursuant to a plan of dissolution or
liquidation adopted by the Managing Trustees and at the direction of the
Managing Trustees consented to by the Statutory Trustee. Such plan shall provide
that all debts of the Trust shall be satisfied and that the remaining property
of the Trust Estate shall be distributed to the Beneficiary (or, if more than
one Person holds a Beneficial Interest, to such Persons in accordance with their
percentage interest of the Beneficial Interest in the Trust); provided, however,
that such plan may include a provision for the creation of an escrow to cover
any debts or other obligations of the Trust which are not matured or are
contingent or otherwise not paid or subject to payment at the time such plan
becomes effective. At the time of any such dissolution or termination, the
Managing Trustees shall cause this

                                      -20-



Agreement to be amended in accordance with Section 8.4 to change the duration of
the Trust, as permitted by Section 8.1.

     8.4 Amendment of Trust Agreement. This Agreement may be amended by the
Managing Trustees, but only with the prior approval of the Beneficiary;
provided, however, that the Managing Trustees may amend this Agreement without
the approval of the Beneficiary at any time to the extent deemed by the Managing
Trustees in good faith to be necessary to meet the requirements necessary to
maintain the Trust's status as a business trust under the laws of the State of
Delaware, but the Managing Trustees shall not be liable for failing so to do;
provided, further, that no amendment shall adversely affect the liability of the
Beneficiary or the Statutory Trustee without their respective approvals. Actions
by the Managing Trustees pursuant to Section 9.6(a) that result in amending this
Agreement also may be effected without the approval of the Beneficiary. The
Managing Trustees shall give the Statutory Trustee notice of any proposed
amendment ten (10) days prior to the effective date of such amendment and the
Statutory Trustee shall have the right to resign as Statutory Trustee during
such period and the Managing Trustees shall appoint a replacement Statutory
Trustee pursuant to Section 3.10. The Managing Trustees shall file an amended
Certificate to reflect such resignation and replacement.

                                   ARTICLE IX
                                  MISCELLANEOUS

     9.1 Applicable Law. The Trust set forth in this Agreement is created under
and shall be governed by and construed and administered according to the laws of
the State of Delaware.

     9.2 Situs of Trust. The Trust will maintain a registered office and agent
in the State of Delaware. The initial registered office and agent of the Trust
in the State of Delaware shall be the Statutory Trustee at 900 Market Street,
Wilmington, Delaware 19801. The Statutory Trustee's sole responsibility in
connection with serving as registered agent and providing a registered office
shall be to forward to such address as the Managing Trustees shall specify in
writing, from time to time, service of process and other communications received
by it and clearly designated as receivable by or in the name of the Trust. The
Trust may have such principal and other business offices or places of business
within or without the State of Delaware as the Managing Trustees may from time
to time determine. The Managing Trustees shall select and may from time to time
change the situs of the Trust within the United States.

     9.3 Certificates. A certificate of trust as required pursuant to (S)3810 of
the Delaware Business Trust Act shall be filed for the Trust. Any person dealing
with the Trust may rely on a certificate by a Managing Trustee or an officer of
the Trust as to the terms of this Agreement and any amendments to the Agreement,
as to the identity of the Trustees and officers, and as to any matters in
connection with the Trust hereunder. Any

                                      -21-



person dealing with the Trust may, with the same effect as if it were the
original, rely on a copy of this Agreement or of any amendments hereto certified
by a Managing Trustee or an officer of the Trust to be such a copy of the
Agreement or of any such amendments.

     9.4 Headings. Headings are placed herein for convenience of reference only
and shall not be taken as a part hereof or control or affect the meaning,
construction, or effect of this Agreement.

     9.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.

     9.6 Provisions of the Trust in Conflict With Law or Regulations;
Severability and Enforceability.

          (a) The provisions of this Agreement are severable. If the Managing
     Trustees shall determine, with or without the advice of counsel, that any
     one or more of such provisions (the "Conflicting Provisions") could have
     the effect of preventing the Trust from maintaining its status as a
     Delaware business trust or are in conflict with other applicable federal or
     state laws or regulations, the Conflicting Provisions shall be deemed never
     to have constituted a part of this Agreement; provided, however, that such
     determination by the Managing Trustees shall not affect or impair any of
     the remaining provisions of this Agreement or render invalid or improper
     any action taken or omitted (including of or by the Managing Trustees)
     prior to such determination. A certification signed by a majority of the
     Managing Trustees setting forth a determination that one or more provisions
     are Conflicting Provisions and reciting that it was duly adopted by the
     Managing Trustees, or a copy of this Agreement with the Conflicting
     Provisions removed pursuant to such a determination signed by a majority of
     the Managing Trustees, shall be conclusive evidence of such determination
     when kept in the records of the Trust. The Managing Trustees shall not be
     liable for failure to make any determination under this Section 9.6.
     Nothing in this Section 9.6 shall in any way limit or affect the right of
     the Managing Trustees to amend this Agreement as provided in Section 8.4.
     The Managing Trustees shall give the Statutory Trustee notice of any
     proposed determination pursuant to the first sentence of this Section
     9.6(a) ten (10) days prior to the effective date of any such determination
     and the Statutory Trustee shall have the right to resign as Statutory
     Trustee during such period and the Managing Trustees shall appoint a
     replacement Statutory Trustee pursuant to Section 3.10.. The Managing
     Trustees shall file an amended Certificate to reflect such resignation and
     replacement.

          (b) if any provision of this Agreement shall be held invalid or
     unenforceable, such invalidity or unenforceability shall attach only to
     such provision, and shall not in any manner affect or render invalid or
     unenforceable any other provision of this

                                      -22-



     Agreement. This Agreement shall be carried out as if any such invalid or
     unenforceable provisions were not contained herein.

     9.7 Binding Effect; Successors in Interest. Each Person who becomes the
holder of all or a part of the Beneficial Interest in the Trust shall agree to
be, and shall be, bound by the provisions of this Agreement. This Agreement
shall be binding upon and inure to the benefit of the Trustees and the
Beneficiary and the respective successors, assigns, heirs, distributees, and
legal representatives of each of them.

     9.8 Irrevocability by Settlor. This Agreement and the Trust created
hereunder shall be irrevocable by the Settlor, subject to the provisions of
Article VIII hereof.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.

                                           SETTLOR:

                                           CHAPARRAL STEEL HOLDINGS, INC.


                                           By: /s/ Illegible
                                               ---------------------------------
                                           Title: VICE PRESIDENT


                                           MANAGING TRUSTEES:


                                           /s/ Larry L. Clark
                                           -------------------------------------
                                           Larry L. Clark, Trustee

                                           Address: 300 Ward Road and Highway 67
                                                    Midlothian, TX 76065-9651


                                           /s/ Richard M. Fowler
                                           -------------------------------------
                                           Richard M. Fowler, Trustee

                                           Address: 300 Ward Road and Highway 67
                                                    Midlothian, TX 76065-9651

                                      -23-




                                           /s/ Robert C. Moore
                                           -------------------------------------
                                           Robert C. Moore, Trustee

                                           Address: 300 Ward Road and Highway 67
                                                    Midlothian, TX 76065-9651


                                           STATUTORY TRUSTEE:

                                           DELAWARE TRUST CAPITAL MANAGEMENT,
                                           not in its individual capacity but
                                           solely as Statutory Trustee


                                           By: /s/ Illegible
                                               ---------------------------------
                                               Title: VICE PRESIDENT

                                      -24-



STATE OF TEXAS    (S)
                  (S)
COUNTY OF DALLAS  (S)

     BEFORE ME, the undersigned, a Notary Public in and for said County and
State on this 15TH day of MARCH, 1996, personally appeared LARRY L. CLARK, to me
known to be the identical person who subscribed the name Chaparral Steel
Holdings, Inc., a Delaware corporation, to the foregoing instrument as its VICE
PRESIDENT, and acknowledged to me that he executed the same as his free and
voluntary act and deed and as the free and voluntary act and deed of such
organization for the uses and purposes therein set forth.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above
written.


                                           /s/ Gwynn E. Herrick
                                           -------------------------------------
                                           Notary Public in and for the
                                           State of Texas

My Commission Expires:                     Printed Name of Notary Public:


- ---------------------------------          -------------------------------------

(NOTARY SEAL)                              [SEAL]

                                           GWYNN E. HERRICK
                                           Notary Public
                                           STATE OF TEXAS
                                           My Comm. Exp. SEPT 2, 1996

                                      -25-



STATE OF TEXAS    (S)
                  (S)
COUNTY OF DALLAS  (S)

     BEFORE ME, the undersigned, a Notary Public in and for said County and
State on this 15TH day of MARCH, 1996, personally appeared Larry L Clark, to me
known to be the identical person who subscribed his name to the foregoing
instrument as Trustee, and acknowledged to me that he executed the same as his
free and voluntary act and deed for the uses and purposes therein set forth.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above
written.


                                           /s/ Gwynn E. Herrick
                                           -------------------------------------
                                           Notary Public in and for the
                                           State of Texas

My Commission Expires:                     Printed Name of Notary Public:


- ---------------------------------          -------------------------------------

(NOTARY SEAL)                              [SEAL]

                                           GWYNN E. HERRICK
                                           Notary Public
                                           STATE OF TEXAS
                                           My Comm. Exp. SEPT 2, 1996

                                      -26-



STATE OF TEXAS    (S)
                  (S)
COUNTY OF DALLAS  (S)

     BEFORE ME, the undersigned, a Notary Public in and for said County and
State on this 15TH day of MARCH, 1996, personally appeared Richard M. Fowler, to
me known to be the identical person who subscribed his name to the foregoing
instrument as Trustee, and acknowledged to me that he executed the same as his
free and voluntary act and deed for the uses and purposes therein set forth.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above
written.


                                           /s/ Gwynn E. Herrick
                                           -------------------------------------
                                           Notary Public in and for the
                                           State of Texas

My Commission Expires:                     Printed Name of Notary Public:


- ---------------------------------          -------------------------------------

(NOTARY SEAL)                              [SEAL]

                                           GWYNN E. HERRICK
                                           Notary Public
                                           STATE OF TEXAS
                                           My Comm. Exp. SEPT 2, 1996

                                      -27-



STATE OF TEXAS    (S)
                  (S)
COUNTY OF DALLAS  (S)

     BEFORE ME, the undersigned, a Notary Public in and for said County and
State on this 15TH day of MARCH, 1996, personally appeared Robert C. Moore, to
me known to be the identical person who subscribed his name to the foregoing
instrument as Trustee, and acknowledged to me that he executed the same as his
free and voluntary act and deed for the uses and purposes therein set forth.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above
written.


                                           /s/ Gwynn E. Herrick
                                           -------------------------------------
                                           Notary Public in and for the
                                           State of Texas

My Commission Expires:                     Printed Name of Notary Public:


- ---------------------------------          -------------------------------------

(NOTARY SEAL)                              [SEAL]

                                           GWYNN E. HERRICK
                                           Notary Public
                                           STATE OF TEXAS
                                           My Comm. Exp. SEPT 2, 1996

                                      -28-



STATE OF DELAWARE      (S)
                       (S)
COUNTY OF NEW CASTLE   (S)

     BEFORE ME, the undersigned, a Notary Public in and for said County and
State on this 18th day of MARCH, 1996, personally appeared Richard N. Smith, to
me known to be the identical person who subscribed the name Delaware Trust
Capital Management to the foregoing instrument as its Vice President, and
acknowledged to me that he executed the same as his free and voluntary act and
deed and as the free and voluntary act and deed of such organization for the
uses and purposes therein set forth.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above
written.


                                           /s/ ANNA M. SKLODOWSKI
                                           -------------------------------------
                                           Notary Public in and for the
                                           State of Texas

My Commission Expires:                     Printed Name of Notary Public:


- ---------------------------------          -------------------------------------

(NOTARY SEAL)                              ANNA M. SKLODOWSKI
                                           NOTARY PUBLIC - DELAWARE
                                           My Commission Expires Feb. 15, 1998

                                      -29-

EX-3.22

                                                                    Exhibit 3.22

                          CERTIFICATE OF INCORPORATION

                                       OF

                           CHAPARRAL STEEL TEXAS, INC.

                                ARTICLE 1 - NAME

     The name of the corporation is Chaparral Steel Texas, Inc.

                              ARTICLE 2 - REGISTERED AGENT

     The address of the corporation's registered office in Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of the corporation's registered agent at such address is
The Corporation Trust Company.

                               ARTICLE 3 - PURPOSE

     The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.

                            ARTICLE 4 - CAPITAL STOCK

     The aggregate number of shares of stock that the corporation shall have
authority to issue is 10,000. All of such shares shall be of the par value of
$0.10 per share, shall be of the same class and shall be designated as "Common
Stock."

                            ARTICLE 5 - INCORPORATOR

     The name and mailing address of the sole incorporator is as follows:

   Name      Mailing Address
- ----------   ----------------------------

Dan Busbee   Locke Purnell Rain Harrell
             (A Professional Corporation)
             2200 Ross Avenue, Suite 2200
             Dallas, Texas 75201-6776

                          ARTICLE 6 - INITIAL DIRECTORS

     The number of directors constituting the initial Board of Directors is
three. Thereafter, the number of directors constituting the Board of Directors
shall be fixed by or in accordance with the bylaws of the corporation. The
following



persons shall serve as the directors of the corporation until the first annual
meeting of stockholders of the corporation or until their successors are duly
elected and qualified:

       Name                    Address
- -----------------   ----------------------------

Richard M. Fowler   300 Ward Road
                    Midlothian, Texas 76065-9651

Larry L. Clark      300 Ward Road
                    Midlothian, Texas 76065-9651

Robert C. Moore     300 Ward Road
                    Midlothian, Texas 76065-9651

                        ARTICLE 7 - NO CUMULATIVE VOTING

     Cumulative voting in the election of directors or otherwise is hereby
expressly prohibited.

                      ARTICLE 8 - PREEMPTIVE RIGHTS DENIED

     No stockholder shall have, as a stockholder of the corporation, any
preemptive right to acquire, purchase or subscribe for the purchase of any or
all additional issues of stock of the corporation or any or all classes or
series thereof, or for any securities convertible into such stock, whether now
or hereafter authorized.

                               ARTICLE 9 - BYLAWS

     The initial bylaws of the corporation shall be adopted by the Board of
Directors. The power to alter, amend or repeal the bylaws or adopt new bylaws,
subject to the right of the stockholders to adopt, amend or repeal the bylaws,
is vested in the Board of Directors.

                          ARTICLE 10 - INDEMNIFICATION

     To the fullest extent permitted by the General Corporation Law of Delaware,
as the same may be amended from time to time, the corporation shall indemnify
any and all of its directors and officers, former directors and officers, and
any person who may have served at the corporation's request as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise.

CERTIFICATE OF INCORPORATION - Page 2



                         ARTICLE 11 - DIRECTOR LIABILITY

     To the fullest extent permitted by the General Corporation Law of Delaware,
as the same may be amended from time to time, a director or former director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
No repeal, amendment or modification of this Article, whether direct or
indirect, shall eliminate or reduce its effect with respect to any act or
omission of a director or former director of the corporation prior to such
repeal, amendment or modification.

                             ARTICLE 12 - AMENDMENTS

     The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

     IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of February,
1996.


                                                        /s/ Dan Busbee
                                                        ------------------------
                                                        Dan Busbee, Incorporator

CERTIFICATE OF INCORPORATION - Page 3

EX-3.23

                                                                    Exhibit 3.23

                                     BYLAWS
                                       OF
                           CHAPARRAL STEEL TEXAS, INC.

                               ARTICLE 1 - OFFICES

     Section 1. Registered Office. The registered offics shall be located in
the City of Wilmington, County of New Castle, State of Delaware.

     Section 2. Other Offices. The corporation also may have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or as the business of the corporation
may require.

                    ARTICLE 2 - MEETINGS OF THE STOCKHOLDERS

     Section 1. Place of Meetings. All meetings of the stockholders for the
election of directors or for any other proper purpose shall be held in such
place within or without the State of Delaware as the Board of Directors may from
time to time designate, as stated in the notice of such meeting or a duly
executed waiver of notice thereof.

     Section 2. Annual Meeting. An annual meeting of the stockholders shall be
held at such time and date as the Board of Directors may determine. At such
meeting the stockholders entitled to vote thereat shall elect a Board of
Directors, and may transact such other business as properly may be brought
before the meeting.

     Section 3. Special Meeting. Special meetings of the stockholders may be
called by the Chairman of the Board of Directors, the President, the Board of
Directors or the holders of not less than ten percent (10%) of all shares
entitled to vote at the meeting.

     Section 4. Notice of Annual or Special Meeting. Written or printed notice
stating the location, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than sixty (60) days before the date
of the meeting, either personally or by mail, by or at the direction of the
Chairman of the Board, the President, the Secretary, or the officer or person
calling the meeting, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the stockholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid.



     Section 5. Business at Special Meeting. The business transacted at any
special meeting of the stockholders shall be limited to the purposes stated in
the notice thereof.

     Section 6. Quorum of Stockholders. Unless otherwise provided in the
Certificate of Incorporation or applicable law, the holders of a majority of the
shares entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of the stockholders. If, however, a quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
present in person or represented by proxy shall have power to adjourn the
meeting from time to time, without notice other than announcement of location,
day, and hour of the adjourned meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified, unless the adjournment is for more than
thirty (30) days or a new record date is fixed for the adjourned meeting, in
which case notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at such meeting. The stockholders present at a duly
organized meeting may continue to transact business until adjournment, and the
subsequent withdrawal of any stockholder or the refusal of any stockholder to
vote shall not affect the presence of quorum at the meeting.

     Section 7. Act of Stockholders' Meeting. Except with respect to the
election of directors, the vote of the holders of a majority of the shares
entitled to vote and represented in person or by proxy at a meeting at which a
quorum is present shall be the act of the stockholders' meeting, unless the vote
of a greater number is required by law or the Certificate of Incorporation.
Unless otherwise provided in the Certificate of Incorporation, directors shall
be elected by a plurality of the votes cast by the holders of shares entitled to
vote in the election of directors at a meeting of stockholders at which a quorum
is present and all elections of directors shall be by written ballot. Where a
separate vote by a class or classes is required, a majority of the outstanding
shares of such class or classes, present in person or represented by proxy,
shall constitute a quorum entitled to take action with respect to that vote on
that matter and the affirmative vote of the majority of shares of such class or
classes present in person or represented by proxy at the meeting shall be the
act of such class.

     Section 8. Voting of Shares. Each outstanding share shall be entitled to
one vote on each matter submitted to a vote at a meeting of the stockholders,
except to the extent that the voting rights of the shares of any class are
limited or denied by the Certificate of Incorporation or by a resolution of the
Board of Directors designating a series of preferred stock. At each election for
directors, every stockholder entitled to vote at such election shall have the
right to vote, in person or by proxy, the

                                       2



number of shares owned by him for as many persons as there are directors to be
elected and for whose election he has the right to vote. Unless permitted by the
Certificate of Incorporation, no stockholder shall be entitled to cumulate his
votes by giving one candidate as many votes as the number of such directors to
be elected multiplied by the number of shares owned by such stockholder or by
distributing such votes on the same principle among any number of such
candidates.

     Section 9. Proxies. At any meeting of the stockholders, each stockholder
having the right to vote shall be entitled to vote either in person or by proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after three (3) years from its date of
execution unless otherwise provided in the proxy. Each proxy shall be revocable
unless expressly provided therein to be irrevocable and the proxy is coupled
with an interest or otherwise made irrevocable by law.

     Section 10. Voting List. The officer or agent having charge of the stock
ledger of the corporation shall make, at least ten (10) days before each meeting
of the stockholders, a complete list of the stockholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and number of shares held by each, which list shall be
maintained, for a period of ten (10) days prior to such meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held, and shall be subject to inspection by any
stockholder at any time during the usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any stockholder during the whole time of the meeting. The
original stock ledger shall be the only evidence as to who are the stockholders
entitled to examine such list or transfer books of the corporation or to vote at
any such meeting of stockholders.

     Section 11. Action by Written Consent Without a Meeting. Any action
required or permitted by law, the Certificate of Incorporation, or these bylaws
to be taken at a meeting of the stockholders may be taken without a meeting,
without prior notice, and without a vote, if a consent in writing, setting forth
the action so taken, is signed by the holders of stock having not less than the
minimum number of votes that would be necessary to take such action at a meeting
at which the holders of all shares entitled to vote on the action were present
and voting. Consent does not have to be unanimous. Every written consent must
bear the date of signature of each stockholder who signs the consent. No written
consent shall be effective to take the action that is the subject of the consent
unless, within sixty (60) days after the date of the earliest dated consent
delivered to the corporation in the manner required by this Section 11, a
consent or consents

                                       3



signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take the action that is the subject
of the consent are delivered to the corporation by delivery to its registered
office, its principal place of business, or an officer to agent of the
corporation having custody of the books in which proceedings of meetings of
stockholders are recorded. Delivery shall be by hand or certified or registered
mail, return receipt requested. Delivery to the corporation's principal place of
business shall be addressed to the President or Chief Executive Officer of the
Corporation. Prompt notice of the taking of any action by stockholders without a
meeting by less than unanimous written consent shall be given to those
stockholders who did not consent in writing to the action.

                         ARTICLE 3 - BOARD OF DIRECTORS

     Section 1. Powers. The business and affairs of the corporation shall be
managed by or under the direction of its Board of Directors, which may exercise
all such powers of the corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these bylaws
directed or required to be exercised and done by the stockholders.

     Section 2. Number of Directors. The number of directors shall consist of
one (1) or more members as determined from time to time in accordance with these
bylaws by resolution of the Board of Directors, but no decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director.

     Section 3. Election and Term. The directors, other than the initial
directors, shall be elected at the annual meeting of the stockholders except as
provided in Section 4 of this Article 3, and each director of the corporation
shall hold office until his successor is elected and qualified or until his
death, resignation or removal. Unless required by the Certificate of
Incorporation, directors need not be residents of the State of Delaware or
stockholders of the corporation.

     Section 4. Vacancies. Any vacancy occurring in the Board of Directors shall
be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors, or if no directors remain,
by an election at an annual or special meeting of the stockholders called for
that purpose. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. Any directorship to be filled by
reason of an increase in the number of directors may be filled by the
affirmative vote of a majority of the directors. A director elected to fill a
newly created directorship shall hold office until his successor is elected and
qualified or until his death, resignation or removal.

                                       4



     Notwithstanding the preceding provisions of this Section 4, whenever the
holders of any class or series of shares are entitled to elect one or more
directors by the provisions of the Certificate of Incorporation, any vacancies
in such directorships and any newly created directorships of such class or,
series to be filled by reason of an increase in the number of such directors may
be filled by the affirmative vote of a majority of the directors elected by such
class or series then in office or by a sole remaining director so elected.

     Unless otherwise provided in the Certificate of Incorporation or these
bylaws, when one (1) or more directors shall resign from the Board of Directors
effective at a future date, a majority of the directors then in office,
including those who so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective, and each director so chosen shall hold office as
provided in this Section 4 in the filling of other vacancies.

     Section 5. Resignation and Removal. Any director may resign at any time
upon giving written notice to the corporation. At any meeting of stockholders
called expressly for the purpose of removing a director or directors, any
director or the entire Board of Directors may be removed, with or without cause,
by a vote of the holders of a majority of the shares then entitled to vote at an
election of directors.

     Section 6. Compensation of Directors. As specifically prescribed from time
to time by resolution of the Board of Directors, the directors of the
corporation may be paid their expenses of attendance at each meeting of the
Board and may be paid a fixed sum for attendance at each meeting of the Board or
a stated salary in their capacity as directors. This provision shall not
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.

     Section 7. Chairman of the Board. The Board of Directors, at its first
meeting after each annual meeting of stockholders, shall elect one of its
members Chairman of the Board. The Chairman of the Board shall preside at all
meetings of the Board of Directors and shall have such other powers and duties
as usually pertain to such position or as may be delegated by the Board of
Directors.

                        ARTICLE 4 - MEETINGS OF THE BOARD

     Section 1. First Meeting. The first meeting of each newly elected Board of
Directors shall be held immediately following the annual meeting of the
stockholders and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present.

                                       5



     Section 2. Regular Meetings. Regular meetings of the Board of Directors may
be held with or without notice at such time and at such place either within or
without the State of Delaware as from time to time shall be prescribed by the
Board of Directors.

     Section 3. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board, the President or by a majority of the
Board of Directors. Written notice of special meetings of the Board of Directors
shall be given to each director at least twenty-four (24) hours before the time
of the meeting.

     Section 4. Business at Regular or Special Meeting. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting.

     Section 5. Quorum of Directors. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, unless a greater number is
required by law or the Certificate of Incorporation. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

     Section 6. Act of Directors' Meeting. The act of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless the act of a greater number is required by law or
the Certificate of Incorporation.

     Section 7. Action by Unanimous Written Consent Without a Meeting. Any
action required or permitted to be taken at a meeting of the Board of Directors
or any executive committee under the provisions of any applicable law, the
Certificate of Incorporation or these bylaws may be taken without a meeting if a
consent in writing setting forth the action so taken is signed by all members of
the Board of Directors or of the executive committee, as the case may be. Such
consent shall have the same force and effect as a unanimous vote of the Board of
Directors or of the executive committee, as the case may be.

     Section 8. Interested Directors. No contract or transaction between the
corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee

                                       6



thereof that authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if:

          (a) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the Board of
     Directors or the committee, and the Board of Directors or committee in good
     faith authorizes the contract or transaction by the affirmative vote of a
     majority of the disinterested directors, even though the disinterested
     directors be less than a quorum; or

          (b) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the stockholders
     entitled to vote thereon, and the contract or transaction is specifically
     approved in good faith by vote of the stockholders; or

          (c) The contract or transaction is fair as to the corporation as of
     the time it is authorized, approved, or ratified by the Board of Directors,
     a committee thereof, or the stockholders.

Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee that authorizes
the contract or transaction.

                             ARTICLE 5 - COMMITTEES

     The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members an executive committee
and one or more other committees, each of which, to the extent provided in such
resolution or in the Certificate of Incorporation or in these bylaws, shall have
and may exercise all the authority of the Board of Directors, subject to the
limitations imposed by applicable law. The Board of Directors, by resolution
adopted by a majority of the full Board of Directors, may designate one or more
of its members as alternate members of any committee, who may, subject to any
limitations imposed by the Board of Directors, replace absent or disqualified
members at any meeting of that committee. Vacancies in the membership of any
such committee shall be filled by resolution adopted by the majority of the full
Board of Directors at a regular or special meeting of the Board. The designation
of any such committee and the delegation thereto of authority shall not operate
to relieve the Board of Directors, or any member thereof, of any responsibility
imposed upon it or him by law. All committees shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required. To the
extent applicable, the provisions of Article 4 of these bylaws governing the
meetings of the Board of Directors shall likewise govern the meetings of any
committee thereof. Any member of the executive committee may be removed by the
Board of Directors by the affirmative vote of a majority of the

                                       7



full Board, whenever in its judgment the best interests of the corporation will
be served thereby.

                               ARTICLE 6 - NOTICES

     Section 1. Methods of Giving Notice. Whenever any notice is required to be
given to any stockholder or director under the provisions of any law, the
Certificate of Incorporation or these bylaws, it shall be given in writing and
delivered personally or mailed to such stockholder or director at such address
as appears on the books of the corporation, and such notice shall be deemed to
be given at the time the same shall be deposited in the United States mail with
sufficient postage thereon prepaid. Notice to directors may also be given by
telegram, telex, telecopy or similar means of visual data transmission, and
notice given by any of such means shall be deemed to be delivered when
transmitted for delivery to the recipient.

     Section 2. Waiver of Notice. Whenever any notice is required to be given to
any stockholder or director under the provisions of any law, the Certificate of
Incorporation or these bylaws, a waiver thereof in writing signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

     Section 3. Attendance as Waiver. Attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

                      ARTICLE 7 - DIRECTORS' ACTION WITHOUT
                    A MEETING BY USE OF CONFERENCE TELEPHONE

     Subject to the provisions required or permitted for notice of meetings,
unless otherwise restricted by the Certificate of Incorporation or these bylaws,
members of the Board of Directors or members of any committee designated by such
Board may participate in and hold a meeting of such Board or committee by
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
such a meeting shall constitute presence in person at such meeting, except where
a person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                              ARTICLE 8 - OFFICERS

     Section 1. Executive Officers. The officers of the corporation shall
consist of a President and a Secretary, and may also include one or more vice
Presidents, a Treasurer, and such

                                       8



other officers as are provided for in this Article 8, each of whom shall be
elected by the Board of Directors as provided in Section 2 of this Article 8.
Any two or more offices may be held by the same person.

     Section 2. Election and Qualification. The Board of Directors, at its first
meeting held immediately after each annual meeting of stockholders, shall choose
a President and a Secretary. The Board of Directors also may elect one or more
Vice Presidents, a Treasurer, and such other officers, including assistant
officers and agents as may be deemed necessary, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

     Section 3. Salaries. The compensation of all officers and agents of the
corporation shall be determined by the Board of Directors.

     Section 4. Term, Removal and Vacancies. Each officer of the corporation
shall hold office until his successor is chosen and qualified or until his
death, resignation, or removal. Any officer may resign at any time upon giving
written notice to the corporation. Any officer or agent or member of the
executive committee elected or appointed by the Board of Directors may be
removed by the Board of Directors with or without cause, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights. Any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise shall be filled by the Board of
Directors.

     Section 5. Chief Executive Officer. Unless the Board of Directors
designates otherwise, the President shall be the Chief Executive Officer of the
corporation. The Chief Executive Officer shall preside at all meetings of the
stockholders. The Chief Executive Officer shall have such other powers and
duties as usually pertain to such office or as may be delegated by the Board of
Directors.

     Section 6. President. The President shall be ex-officio a member of all
standing committees and shall have general powers of oversight, supervision and
management of the business and affairs of the corporation, and shall see that
all orders and resolutions of the Board of Directors are carried into effect.
The President shall have such other powers and duties as usually pertain to such
office or as may be prescribed by the Board of Directors. He shall execute
bonds, mortgages, instruments, contracts, agreements, and other documentation,
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the corporation.

                                       9



     Section 7. Vice Presidents. Unless otherwise determined by the Board of
Directors, the Vice Presidents, in the order of their seniority as such
seniority may from time to time be designated by the Board of Directors, shall
perform the duties and exercise the powers of the President in the absence or
disability of the President. They shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

     Section 8. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders, and shall record all the
proceedings of the meetings of the stockholders and of the Board of Directors in
books to be kept for that purpose, and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors. He shall keep in safe custody the seal of the corporation, and,
when authorized by the Board of Directors, affix the same to any instrument
requiring it. When so affixed, such seal shall be attested by his signature or
by the signature of the Treasurer or an Assistant Secretary.

     Section 9. Assistant Secretaries. Unless otherwise determined by the Board
of Directors, the Assistant Secretaries, in the order of their seniority as such
seniority may from time to time be designated by the Board of Directors, shall
perform the duties and exercise the powers of the Secretary in the absence or
disability of the Secretary. They shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

     Section 10. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities, and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation, and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

     Section 11. Assistant Treasurer. Unless otherwise determined by the Board
of Directors, the Assistant Treasurer shall perform the duties and exercise the
powers of the Treasurer in the absence or disability of the Treasurer. He shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

                                       10



     Section 12. Officers' Bond. If required by the Board of Directors, any
officer so required shall give the corporation a bond (which shall be renewed as
the Board may require) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of any and all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control belonging to the corporation.

                       ARTICLE 9 - CERTIFICATES FOR SHARES

     Section 1. Certificates Representing Shares. The corporation shall deliver
certificates representing all shares to which stockholders are entitled. Such
certificates shall be numbered and shall be entered in the books of the
corporation as they are issued, and shall be signed by the Chairman of the Board
of Directors, the President or a Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, and may be sealed with the seal of the corporation or a facsimile
thereof. Any or all signatures on the certificate may be a facsimile. In case
any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of its issuance. If the corporation is authorized to
issue shares of more than one class, there shall be set forth upon the face or
back of the certificate a statement that the corporation will furnish to any
stockholder upon request and without charge, a full statement of all of the
powers, designations, preferences, limitations and relative rights of the shares
of each class authorized to be issued and the qualifications, limitations or
restrictions of such preferences and/or rights and, if the corporation is
authorized to issue any preferred or special class in series, the variations in
the relative rights and preferences between the shares of each such series so
far as the same have been fixed and determined and the authority of the Board of
Directors to fix and determine the relative rights and preferences of subsequent
series. Each certificate representing shares shall state upon the face thereof
that the corporation is organized under the laws of the State of Delaware, the
name of the person to whom issued, the number and the class and the designation
of the series, if any, which such certificate represents and the par value of
each share represented by such certificate or a statement that the shares are
without par value. No certificate shall be issued for any share until the
consideration therefor has been fully paid.

     Section 2. Restriction on Transfer of Shares. If any restriction on the
transfer, or registration of the transfer, of shares shall be imposed or agreed
to by the corporation, as

                                       11



permitted by law, the Certificate of Incorporation, or these bylaws, such
restriction shall be noted conspicuously on each certificate representing shares
in accordance with applicable law.

     Section 3. Voting Agreements. A written counterpart of any voting agreement
entered into among any number of stockholders of the corporation, or any number
of stockholders of the corporation and the corporation itself, for the purpose
of providing that shares of the corporation shall be voted in the manner
prescribed in the agreement shall be deposited with the corporation at its
registered office in Delaware and shall be subject to the inspection by any
stockholder of the corporation or any beneficiary of the agreement daily during
business hours. In addition, certificates of stock or uncertificated stock shall
be issued to the person or persons, or corporation or corporations authorized to
act as trustee for purposes of vesting in such person or persons, corporation or
corporations, the right to vote such shares, to represent any stock of an
original issue so deposited with him or them, and any certificates of stock or
uncertificated stock so transferred to the voting trustee or trustees shall be
surrendered and cancelled and new certificates or uncertificated stock shall be
issued therefore to the voting trustee or trustees. In the certificate so
issued, if any, it shall be stated that it is issued pursuant to such agreement,
and that fact shall also be stated in the stock ledger of the corporation.

     Section 4. Transfer of Shares. Subject to the provisions of Section 7 of
this Article 9, upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.

     Section 5. Lost, Stolen or Destroyed Certificate. The Board of Directors
may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost, stolen or destroyed upon the making of an affidavit of that fact
by the person claiming the certificate to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

                                       12



     Section 6. Closing of Transfer Books and Fixing Record Date. For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution, or in order to make a
determination of stockholders for any other proper purpose (other than
determining stockholders entitled to consent to action taken by stockholders
that is proposed to be taken without a meeting of stockholders), the Board of
Directors may fix in advance a date as the record date for any such
determination of stockholders, such date to not precede the date of adoption of
the resolution fixing the record date, and such date to be not more than sixty
(60) days, and, in case of a meeting of stockholders, not less than ten (10)
days, prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend or other
distribution, or for any other proper purpose, the day next preceding the date
on which notice of the meeting is mailed or if notice is waived, the day next
preceding the day on which the meeting is held or the date on which the
resolution of the Board of Directors declaring such dividend or relating to such
other proper purpose is adopted, as the case may be, shall be the record date
for such determination of stockholders. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as provided in
this Section 6, such determination shall apply to any adjournment thereof;
provided that the Board of Directors may fix a new record date for the adjourned
meeting. Whenever action by stockholders is proposed to be taken by consent in
writing without a meeting of stockholders, the Board of Directors may fix a
record date for the purpose of determining stockholders entitled to consent to
that action, which record date shall not precede, and shall not be more than ten
(10) days after, the date upon which the resolution fixing the record date is
adopted by the Board of Directors. If no record date has been fixed by the Board
of Directors and the prior action of the Board of Directors is not required by
law, the record date for determining stockholders entitled to consent to action
in writing without a meeting shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its registered office, its principal place of
business, or an officer or agent of the corporation having custody of the books
in which proceedings of meeting of stockholders are recorded. If no record date
shall have been fixed by the Board of Directors and prior action of the Board of
Directors is required by law, the record date for determining stockholders
entitled to consent to action in writing without a meeting shall be the date on
which the Board of Directors adopts a resolution taking such prior action.

     Section 7. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on

                                       13



its books as the owner of shares to receive dividends, and to vote as such
owner, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

                         ARTICLE 10 - GENERAL PROVISIONS

     Section 1. Dividends. The Board of Directors from time to time may declare,
and the corporation may pay, dividends on its outstanding shares in cash,
property, or its own shares pursuant to law and subject to the provisions of the
Certificate of Incorporation and these bylaws.

     Section 2. Reserves. The Board of Directors may by resolution create a
reserve or reserves out of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.

     Section 3. Negotiable Instruments. All bills, notes, checks or instruments
for the payment of money shall be signed by such officer or officers or such
other person or persons as permitted by these bylaws or in such manner as the
Board of Directors from time to time may designate.

     Section 4. Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

     Section 5. Seal. The corporate seal shall have inscribed thereon the name
of the corporation and may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.

     Section 6. Books and Records. The corporation shall keep books and records
of account and shall keep minutes of the proceedings of the stockholders, the
Board of Directors, and each committee of the Board of Directors. The
corporation shall keep at its registered office or principal place of business,
or at the office of its transfer agent or registrar, a record of the original
issuance of shares issued by the corporation and a record of each transfer of
those shares that have been presented to the corporation for registration of
transfer. Such records shall contain the names and addresses of all past and
current stockholders of the corporation and the number and class of shares
issued by the corporation held by each of them. Any books, records, minutes, and
share transfer records may be in written form or in any other form capable of
being converted into written form within a reasonable time.

                                       14



                          ARTICLE 11 - INDEMNIFICATION

     To the fullest extent permitted by the General Corporation Law of Delaware,
as the same may be amended from time to time, the corporation shall indemnify
any and all of its directors and officers, former directors and officers, and
any person who may have served at the corporation's request as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise.

                             ARTICLE 12 - AMENDMENTS

     These bylaws may be altered, amended, or repealed or new bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors, subject to the right of the stockholders to adopt, amend or repeal
these bylaws or adopt new bylaws.

                                       15

EX-3.24

                                                                    Exhibit 3.24

                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                         CHAPARRAL STEEL MIDLOTHIAN, LP

     This Certificate of Limited Partnership of Chaparral Steel Midlothian, LP
is being duly executed and filed by Chaparral Steel Texas, Inc. a Delaware
corporation, as the sole general partner, to form a limited partnership under
the Delaware Revised Uniform Limited Partnership Act (6 Del.C, (S) 17-101, et
seq).

     1. Name: The name of the limited partnership is Chaparral Steel Midlothian,
LP (the "Limited Partnership").

     2. Registered Office and Agent: The address of the registered office of the
Limited Partnership in the State of Delaware is the Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801 and the name of its registered
agent at such address is The Corporation Trust Company.

     3. General Partner: The name and the business address of the sole general
partner of the Limited Partnership are Chaparral Steel Texas, Inc., 300 Ward
Road, Midlothian, Texas 76065-9651.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership this 29th day of February, 1996.

                                                     CHAPARRAL STEEL TEXAS, INC.
                                                     General Partner


                                                     By: /s/ Larry L Clark
                                                        ------------------------
                                                     Name: Larry L Clark
                                                     Title: Vice President

EX-3.25

                                                                    Exhibit 3.25

                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                         CHAPARRAL STEEL MIDLOTHIAN, LP

                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

                                   ARTICLE 1.

                            DEFINITIONS; REFERENCES ...................      1
1.1     Definitions ...................................................      1
1.2     References ....................................................      8

                                   ARTICLE 2.

                FORMATION, NAME, PURPOSE, REGISTERED OFFICE,
                          REGISTERED AGENT AND TERM ...................      8
2.1     Formation of the Limited Partnership ..........................      8
2.2     Partnership Name ..............................................      8
2.3     Purpose .......................................................      8
2.4     Principal and Registered Office ...............................      8
2.5     Term of the Partnership .......................................      8

                                   ARTICLE 3.

                     CAPITAL CONTRIBUTIONS; PARTNER LOANS .............      8
3.1     Initial Capital Contributions of General Partner ..............      8
3.2     Initial Capital Contribution of Limited Partner ...............      9
3.3     Authorization of Partner Loans ................................      9
3.4     Additional Capital Contributions ..............................      9

                                   ARTICLE 4.

                         DISTRIBUTIONS AND ALLOCATIONS ................     10
4.1     Distribution of Net Cash Flow .................................     10
4.2     Distribution of Net Proceeds of a Capital Transaction .........     10
4.3     Return of and Interest on Capital Contributions ...............     10
4.4     Payments ......................................................     10
4.5     In-Kind Distributions .........................................     19
4.6     Allocations of Net Profit and Net Loss.........................     10
4.7     Partnership Minimum Gain Chargeback ...........................     12
4.8     Minimum Gain Chargeback for Partner Nonrecourse Debt ..........     12

                                      (i)



4.9     Qualified Income Offset .......................................     12
4.10    Limit on Loss Allocations .....................................     12
4.11    Net Loss from Partner Nonrecourse Debt ........................     13
4.12    Nonrecourse Deductions ........................................     13
4.13    Code Section 754 Adjustments ..................................     13
4.14    Reversal of Mandatory Allocations .............................     13
4.15    Compliance with Code ..........................................     13
4.16    Tax Allocations -- Code Section 704(c) ........................     13
4.17    Allocation on Transfer ........................................     14
4.18    Minimum Interest of General Partner ...........................     14

                                   ARTICLE 5. .........................     14

5.1     Capital Accounts ..............................................     14
5.2     Adjustment for In-Kind Distributions ..........................     14
5.3     Property Revaluation ..........................................     15
5.4     Interpretation ................................................     15
5.5     Obligation to Repay or Restore ................................     15
5.6     Tax Elections .................................................     16

                                   ARTICLE 6.

                               OPERATING EXPENSES .....................     16
6.1     Operating Expenses and Reimbursements .........................     16

                                   ARTICLE 7.

                   ADMISSION OF PARTNERS; ASSIGNMENT OF INTERESTS .....     16
7.1     Admission of Additional Partners ..............................     16
7.2     Assignment or Transfer of Partnership Interests ...............     17

                                   ARTICLE 8.

                       MANAGEMENT DUTIES AND RESTRICTIONS .............     17
8.1     Powers of General Partner .....................................     17
8.2     Authority as to Third Persons .................................     20
8.3     Compensation and Expenses of the General Partner ..............     20
8.4     Covenants of the General Partner ..............................     21
8.5     Limitations on Authority ......................................     21
8.6     No Withdrawal From Partnership ................................     21

                                   ARTICLE 9.

                         DISSOLUTION OF THE PARTNERSHIP ...............     21
9.1     Dissolution ...................................................     21
9.2     Continuation ..................................................     21
9.3     Events Affecting a Limited Partner ............................     22
9.4     Liquidation Procedures ........................................     22

                                      (ii)



9.5     Termination ...................................................     23
9.6     No Petition for Dissolution ...................................     23
9.7     Compliance with Timing Requirements of Treasury Regulations ...     23

                                   ARTICLE 10.

                          FINANCIAL ACCOUNTING AND REPORTS ............     23
10.1    Financial and Tax Accounting and Reports ......................     23
10.2    Valuation......................................................     24
10.3    Supervision; Inspection of Books ..............................     24
10.4    Quarterly Reports .............................................     24
10.5    Annual Report; Financial Statements ...........................     24
10.6    Consent in Lieu of Meeting ....................................     24
10.7    Withholding ...................................................     24

                                   ARTICLE 11.

                                OTHER PROVISIONS ......................     25
11.1    Execution and Filing of Documents .............................     25
11.2    Other Instruments and Acts ....................................     25
11.3    Binding Agreement .............................................     25
11.4    Governing Law .................................................     25
11.5    Notices .......................................................     25
11.6    Power of Attorney .............................................     25
11.7    Amendment .....................................................     26
11.8    Entire Agreement ..............................................     27
11.9    Titles; Subtitles .............................................     27
11.10   Exculpation ...................................................     27
11.11   Indemnification of the General Partner ........................     27
11.12   Limitation of Liability of the Limited Partners ...............     27
11.13   Ambiguities ...................................................     27
11.14   No Right to Partition .........................................     28

                                     (iii)



                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                         CHAPARRAL STEEL MIDLOTHIAN, LP

          THIS AGREEMENT OF LIMITED PARTNERSHIP, made and entered into as of
this 29th day of February, 1996, by and between Chaparral Steel Texas, Inc., a
Delaware corporation (the "General Partner") and Chaparral Steel Company, a
Delaware corporation (the "Limited Partner").

          NOW, THEREFORE, the General Partner and the Limited Partner hereby
agree to the terms and conditions of this Agreement of Limited Partnership as
follows:

                                   ARTICLE 1.

                             DEFINITIONS; REFERENCES

     1.1  Definitions. Unless the context requires otherwise, the following
          terms shall have the meanings specified in this Section 1.1:

          1.1.1     Act: The Delaware Revised Uniform Limited Partnership Act.

          1.1.2     Additional Capital Contributions: The additional capital
                    contributions described in Section 3.4.

          1.1.3     Adjusted Capital Account Deficit: With respect to any
                    Partner, the deficit balance, if any, in such Partner's
                    Capital Account as of the end of the relevant taxable year,
                    after giving effect to the following adjustments:

                    (a)  Credit to such Capital Account any amounts which such
                         Partner (1) is obligated to restore to the Partnership
                         upon liquidation of its interest in the Partnership (or
                         which is so treated pursuant to Regulations Section
                         1.704-1(b)(2)(ii)(c)) pursuant to the terms of this
                         Agreement or under state law or (2) is deemed to be
                         obligated to restore pursuant to the penultimate
                         sentences of Regulations Sections 1.704-2(g)(1) and
                         1.704-2(i)(5) and (3) the Partner's share (as
                         determined under Code Section 752) of any recourse
                         indebtedness of the Partnership to the extent that such
                         indebtedness could not be repaid out of the
                         Partnership's assets if all of the Partnership's assets
                         were sold at their respective Book Values as of the end
                         of the Fiscal Year or other period and the proceeds
                         from the sales were used to pay the Partnership's
                         liabilities; and



                    (b)  Debit to such Capital Account the items described in
                         Sections 1.704-1(b)(2)(ii)(d)(4),
                         1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6) of
                         the Regulations.

                    The foregoing definition of Adjusted Capital Account Deficit
                    is intended to comply with the provisions of Section
                    1.704-1(b)(2)(ii)(d) of the Regulations and shall be
                    interpreted consistently therewith. For purposes of clause
                    (a)(3) above, the amounts computed pursuant to clause (a)(1)
                    above for each Partner shall be considered to be proceeds
                    from the sale of the assets of the Partnership to the extent
                    such amounts would be available to satisfy (directly or
                    indirectly) the indebtedness specified in clause (a)(3).

          1.1.4     Affiliate: With respect to any Person, a Person that
                    directly or indirectly, through one or more intermediaries,
                    controls, is controlled by, or is under common control with
                    the Person in question. As used herein, the term "control"
                    means the possession, directly or indirectly, of the power
                    to direct or cause the direction of the management and
                    policies of a Person, whether through ownership of voting
                    securities or interests, by contract, or otherwise.

          1.1.5     Agreement: This Agreement of Limited Partnership of
                    Chaparral Steel Midlothian, LP and any amendments hereto.

          1.1.6     Bankruptcy: A Person shall be deemed bankrupt if:

                    (a)  any proceeding is commenced against such Person as
                         "debtor" for any relief under bankruptcy or insolvency
                         laws, or laws relating to the relief of debtors,
                         reorganizations, arrangements, compositions, or
                         extensions and such proceeding is not dismissed within
                         sixty (60) days after such proceeding has commenced, or

                    (b)  such Person commences any proceeding for relief under
                         bankruptcy or insolvency laws or laws relating to the
                         relief of debtors, reorganizations, arrangements,
                         compositions, or extensions.

          1.1.7     Book Value: With respect to any asset, the asset's adjusted
                    basis for federal income tax purposes, except as follows:

                    (a)  the initial Book Value of any asset contributed (or
                         deemed contributed under Regulations Section
                         1.708-1(b)(1)(iv)) by a Partner to the Partnership
                         shall be the asset's gross fair market value at the
                         time of the contribution;

                                      -2-



                    (b)  the Book Value of all Partnership assets shall be
                         adjusted to equal their respective gross fair market
                         values, as determined by the General Partner in its
                         reasonable judgment:

                         (i)  if the General Partner reasonably determines an
                              adjustment is necessary or appropriate to reflect
                              the relative economic interests of the Partners in
                              the Partnership as of (1) the acquisition of an
                              additional interest in the Partnership by any new
                              or existing Partner in exchange for more than a de
                              minimis capital contribution, or (2) the
                              distribution by the Partnership to a Partner of
                              more than a de minimis amount of Partnership
                              property as consideration for an interest in the
                              Partnership; and

                         (ii) as of the liquidation of the Partnership within
                              the meaning of Regulations Section
                              1.704-1(b)(2)(ii)(g);

                    (c)  the Book Value of any Partnership asset distributed to
                         any Partner will be the gross fair market value of the
                         asset on the date of distribution; and

                    (d)  the Book Values of Partnership assets will be increased
                         or decreased to reflect any adjustment to the adjusted
                         basis of the assets under Code Sections 734(b) or
                         743(b), but only to the extent that the adjustment is
                         taken into account in determining Capital Accounts
                         under Regulations Section 1.704-1(b)(2)(iv)(m),
                         provided that Book Values will not be adjusted
                         hereunder to the extent that the General Partner
                         determines that an adjustment under clause (b) is
                         necessary or appropriate in connection with a
                         transaction that would otherwise result in an
                         adjustment under this clause (d).

                    After the Book Value of any asset has been adjusted under
                    clause (a), clause (b) or clause (d) above, Book Value will
                    be adjusted by the Depreciation taken into account with
                    respect to the asset for purposes of computing Net Profit
                    and Net Loss.

          1.1.8     Capital Account: The capital account of a Partner
                    established and maintained in accordance with Section 5.1.

          1.1.9     Capital Contributions: With respect to any Partner, the
                    amount of money actually contributed (or deemed contributed
                    pursuant to Regulations Section 1.704-1(b)(2)(iv)(c)) to the
                    Partnership and the initial Book Value of any property
                    (other than money) contributed to the Partnership with
                    respect to the interest in the Partnership held by that
                    Partner (net of any liabilities secured by such property
                    that the Partnership is considered to assume or to take
                    subject to Code Section

                                      -3-



                    752). Any reference in this Agreement to the Capital
                    Contribution of a Partner will include a Capital
                    Contribution made by any prior Partner with respect to the
                    Partnership interest of the Partner.

          1.1.10    Capital Transaction: The sale, exchange or other disposition
                    of all or any portion of the property of the Partnership
                    other than in the ordinary course of business of the
                    Partnership. Capital Transactions include the financing or
                    refinancing of Partnership property which creates excess
                    funds not needed for Operations and which funds, in the
                    opinion of the General Partner, are available for
                    distribution to the Partners.

          1.1.11    Code: The United States Internal Revenue Code of 1986, as
                    now existing or hereafter amended. References to sections of
                    the Code include successor provisions to those sections.

          1.1.12    Depreciation: For each taxable year or other period, an
                    amount equal to the depreciation, amortization or other cost
                    recovery deduction allowable with respect to an asset for
                    the year or other period, except that if the Book Value of
                    an asset differs from its adjusted basis for federal income
                    tax purposes at the beginning of the year or other period,
                    Depreciation will be an amount which bears the same ratio to
                    the beginning Book Value as the federal income tax
                    depreciation, amortization or other cost recovery deduction
                    for the year or other period bears to the beginning adjusted
                    tax basis, provided that if the federal income tax
                    depreciation, amortization, or other cost recovery deduction
                    for the year or other period is zero, Depreciation will be
                    determined with reference to the beginning Book Value using
                    any reasonable method selected by the General Partner.

          1.1.13    Fiscal Year: The period commencing on June 1 of each year
                    and ending on May 31 of such year.

          1.1.14    General Partner: Chaparral Steel Texas, Inc., a Delaware
                    corporation.

          1.1.15    Gross Income: For each Fiscal Year or other period, an
                    amount equal to the Partnership's gross income as determined
                    for federal income tax purposes for such Fiscal Year or
                    period but computed with the adjustments specified in
                    Section 1.1.20(a) and (c).

          1.1.16    Initial Capital Contributions: The Capital Contributions of
                    the General Partner made pursuant to Section 3.1 and the
                    Limited Partners made pursuant to Sections 3.2 and 3.3.

          1.1.17    Limited Partners: Chaparral Steel Company, a Delaware
                    corporation, the transferees pursuant to the Initial
                    Transfer and Subsequent Transfer as defined in Section 7.2.2
                    hereof, and any other Person who

                                      -4-



                    is admitted to the Partnership as a Limited Partner and
                    shown as a Limited Partner on the books and records of the
                    Partnership.

          1.1.18    Net Cash Flow: All cash funds from operations of the
                    Partnership on hand or on deposit from time to time after
                    (i) payment of all operating expenses payable as of the date
                    in question, (ii) provision for payment of all outstanding
                    and unpaid Partnership obligations due and payable as of the
                    date in question or within sixty (60) days thereafter, and
                    (iii) the establishment of such reasonable reserves as the
                    General Partner, in its sole discretion, deems appropriate
                    for the operating needs of the Partnership. "Net Cash Flow"
                    shall not include or reflect any proceeds received or
                    expenses incurred in connection with a Capital Transaction.

          1.1.19    Net Proceeds of a Capital Transaction: The net proceeds
                    received by the Partnership in connection with a Capital
                    Transaction after payment of all costs and expenses incurred
                    by the Partnership in connection with such Capital
                    Transaction, including, without limitation, brokers'
                    commissions, loan fees, other closing costs, the cost of any
                    alteration, improvement, restoration or repair of
                    Partnership assets necessitated by or incurred in connection
                    with such Capital Transaction, any reserves that the General
                    Partner believes in good faith should be established and the
                    payment of any loans owed by the Partnership to any of the
                    Partners, plus any other loans that should be appropriately
                    paid, as determined by the General Partner in its reasonable
                    discretion.

          1.1.20    Net Profit and Net Loss: For each Fiscal Year or other
                    period, an amount equal to the Partnership's taxable income
                    or loss for such Fiscal Year or period, determined in
                    accordance with Code Section 703(a) (for this purpose, all
                    items of income, gain, loss or deduction required to be
                    stated separately pursuant to Code Section 703(a)(1) shall
                    be included in taxable income or loss) with the following
                    adjustments:

                    (a)  any income of the Partnership that is exempt from
                         federal income tax and not otherwise taken into account
                         in computing Net Profit or Net Loss shall be added to
                         such taxable income or loss;

                    (b)  any expenditures of the Partnership described in Code
                         Section 705(a)(2)(B) or treated as Code Section
                         705(a)(2)(B) expenditures under Regulations Section
                         1.704-1(b)(2)(iv)(i) and not otherwise taken into
                         account in computing Net Profit or Net Loss shall be
                         subtracted from such taxable income or loss;

                    (c)  gain or loss resulting from any disposition of
                         Partnership property with respect to which gain or loss
                         is recognized for federal income

                                      -5-



                         tax purposes shall be computed by reference to the Book
                         Value of such property notwithstanding that the Book
                         Value of such asset differs from its adjusted tax
                         basis;

                    (d)  gain or loss resulting from any adjustment pursuant to
                         Section 1.1.7(b) shall be taken into account as gain or
                         loss from disposition of the asset for purposes of
                         computing Net Profit or Net Loss hereunder;

                    (e)  gain or loss resulting from any adjustment attributable
                         to an in-kind distribution of assets to any Partner
                         pursuant to Sections 5.2 shall be taken into account as
                         gain or loss from disposition of the asset for purposes
                         of computing Net Profit or Net Loss hereunder;

                    (f)  in lieu of the depreciation, amortization and other
                         cost recovery deductions taken into account in
                         computing taxable income or loss, there shall be taken
                         into account Depreciation for such Fiscal Year or other
                         period as determined under Regulations Section
                         1.704-1(b)(2)(iv)(g)(3);

                    (g)  the amount of any Gross Income specially allocated to
                         the Partners pursuant to Sections 4.7 through 4.9 and
                         4.14 shall not be included as income or revenue; and

                    (h)  any amount allocated pursuant to Sections 4.11 through
                         4.14 shall not be included as a gain, loss or
                         deduction.

          1.1.21    Net Profit and Net Loss from Capital Transactions: Net
                    Profit and Net Loss including only those items of income,
                    gain, loss and deduction relating to Capital Transactions.

          1.1.22    Net Profit and Net Loss from Operations: Net Profit and Net
                    Loss excluding those items of income, gain, loss and
                    deduction related solely to Capital Transactions.

          1.1.23    Nonrecourse Deductions: Losses, deductions or Code Section
                    705(a)(2)(B) expenditures attributable to Nonrecourse
                    Liabilities of the Partnership. The amount of Nonrecourse
                    Deductions for any Fiscal Year or other period shall be
                    determined in accordance with the provisions of Regulations
                    Section 1.704-2(c).

          1.1.24    Nonrecourse Liability: A nonrecourse liability as defined in
                    Regulations Section 1.752-1(a)(2).

          1.1.25    Operations: All operations and activities of the Partnership
                    other than those related to or consisting of a Capital
                    Transaction.

                                      -6-



          1.1.26    Partner: A Partner of the Partnership, including the General
                    Partner and the Limited Partner.

          1.1.27    Partner Nonrecourse Debt: Any Nonrecourse Liability of the
                    Partnership for which any Partner or related person bears
                    the economic risk of loss under Regulations Section 1.752-2.

          1.1.28    Partner Nonrecourse Debt Minimum Gain: The minimum gain
                    attributable to Partner Nonrecourse Debt as determined under
                    Regulations Section 1.704-2(i)(3).

          1.1.29    Partner Nonrecourse Deductions: Partnership losses,
                    deductions or Code Section 705(a)(2)(B) expenditures
                    attributable to a particular Partner Nonrecourse Debt. The
                    amount of Partner Nonrecourse Deductions for any Fiscal Year
                    or other period shall be determined in accordance with the
                    provisions of Regulations Section 1.704-2(i)(2).

          1.1.30    Partnership: Chaparral Steel Midlothian, LP, a Delaware
                    limited partnership.

          1.1.31    Partnership Certificate: The certificate of limited
                    partnership of the Partnership filed in conformance with the
                    Act.

          1.1.32    Partnership Minimum Gain: The amount computed under
                    Regulations Section 1.704-2(d)(1) with respect to the
                    Partnership's Nonrecourse Liabilities.

          1.1.33    Partnership Percentage or Percentages: The percentages of
                    the Partners as follows:

                         General Partner  1%
                         Limited Partner 99%

          1.1.34    Partnership Term: The period of duration of the Partnership,
                    as set forth in Section 2.5.

          1.1.35    Person: Any individual, partnership, corporation, trust or
                    other legal entity.

          1.1.36    Regulations: The Income Tax Regulations promulgated under
                    the Code, as such regulations may be amended from time to
                    time (including corresponding provisions of succeeding
                    regulations).

          1.1.37    Tax Matters Partner: The General Partner.

          1.1.38    Transfer: Any sale, assignment, transfer, lease or other
                    disposal of property, including without limitation, an
                    interest in the Partnership.

                                      -7-



     1.2  References. Unless otherwise specified herein, references in this
          Agreement to "Section," "Subsection," "Article," or "Exhibit" refer to
          the sections, subsections, articles, or exhibits in this Agreement.

                                   ARTICLE 2.

                  FORMATION, NAME, PURPOSE, REGISTERED OFFICE,
                            REGISTERED AGENT AND TERM

     2.1  Formation of the Limited Partnership. The General Partner and the
          Limited Partner hereby form the Partnership as a limited partnership
          pursuant to and in accordance with the provisions of the Act.

     2.2  Partnership Name. The business of the Partnership will be conducted
          under the name Chaparral Steel Midlothian, LP or such other name or
          names as the General Partner may determine.

     2.3  Purpose. The purpose of the Partnership is to (i) manufacture and
          market steel products; (ii) own, manage, operate, mortgage, sell and
          otherwise deal with the assets of the Partnership; and, (iii) engage
          in such other activities as the General Partner shall deem
          appropriate, to the extent such activities may be carried on under
          applicable law and are not prohibited by the terms and provisions of
          this Agreement.

     2.4  Principal and Registered Office. The principal office of the
          Partnership is at 300 Ward Road, Midlothian, Texas 76065. The General
          Partner has a business office at the Partnership's principal office.
          The registered office of the Partnership is at Corporation Trust
          Center, 1209 Orange Street, Wilmington, Delaware 19801 and The
          Corporation Trust Center is the registered agent of the Partnership.
          The General Partner may change the principal or registered office or
          registered agent of the Partnership from time to time. The General
          Partner may establish, maintain and abandon one or more additional
          places of business for the Partnership.

     2.5  Term of the Partnership. The term of the Partnership shall commence
          upon the filing and recording of the Partnership Certificate, and
          shall continue until December 31, 2046, unless earlier terminated
          pursuant to the terms of this Agreement.

                                   ARTICLE 3.

                      CAPITAL CONTRIBUTIONS; PARTNER LOANS

     3.1  Initial Capital Contributions of General Partner. Upon the formation
          of the Partnership, the General Partner has contributed $10.00 to the
          Partnership.

                                      -8-



          Following the formation the General Partner shall contribute one
          percent (1%) of the manufacturing and operating assets previously held
          by Chaparral Steel Company (to consist of cash and receivables) to the
          Partnership. The General Partner shall not otherwise be required to
          make additional contributions to the Partnership except as provided in
          Sections 3.4 and 5.5.

     3.2  Initial Capital Contribution of Limited Partner. Upon the formation of
          the Partnership, the Limited Partner has contributed $990.00 to the
          Partnership. Following the formation Chaparral Steel Company shall
          convey to the Partnership as a contribution on behalf of the Limited
          Partner ninety-nine percent (99%) of the manufacturing and operating
          assets of Chaparral Steel Company. Such conveyance shall be in lieu of
          a conveyance to Chaparral Steel Holdings, Inc., a conveyance by
          Chaparral Steel Holdings, Inc. to Chaparral Steel Trust, and a
          conveyance by Chaparral Steel Trust to the Partnership. The Limited
          Partner shall not be required to make additional contributions to the
          Partnership except as specified in Sections 3.4 and 5.5.

     3.3  Authorization of Partner Loans. Subject to the limitations herein and
          to other agreements of the Partnership, the General Partner from time
          to time may cause the Partnership to borrow required amounts from one
          or more Partners or their Affiliates. Loans made by Partners or
          Affiliates under this Section 3.3 will not be considered a
          contribution to the capital of the Partnership, but will constitute
          indebtedness of the Partnership to the advancing Partner or Affiliate,
          payable from the first available net cash flow of the Partnership
          unless otherwise agreed by the lending Partner or Affiliate and, to
          the extent still unpaid, upon the termination and liquidation of the
          Partnership. Each loan by a Partner or Affiliate will bear simple
          interest compounded annually on the unpaid principal balance at the
          interest rate approved by the General Partner. The Partners will not
          be personally liable for loans made by Partners or Affiliates under
          this Section 3.3 or be obligated to make contributions to the capital
          of the Partnership to repay those loans. Loans made by Partners or
          Affiliates under this Section 3.3 will be payable only from the assets
          of the Partnership.

     3.4  Additional Capital Contributions. The Partners may make Additional
          Capital Contributions to the Partnership from time to time as may be
          required to meet the demands of the business of the Partnership. The
          Partners shall contribute such Additional Capital Contributions in
          cash in proportion to the Partners' Partnership Percentages.

                                      -9-



                                   ARTICLE 4.

                          DISTRIBUTIONS AND ALLOCATIONS

     4.1  Distribution of Net Cash Flow. Net Cash Flow shall be distributed
          among the Partners in accordance with their Partnership Percentages at
          such times and in such amounts as shall be determined by the General
          Partner.

     4.2  Distribution of Net Proceeds of a Capital Transaction. Net Proceeds of
          a Capital Transaction shall be distributed among the Partners in
          accordance with their Partnership Percentages at such times and in
          such total amounts as shall be determined by the General Partner.

     4.3  Return of and Interest on Capital Contributions. No Partner is
          entitled to the return of his Capital Contributions or his Capital
          Account or to be paid interest in respect of either his Capital
          Account or any Capital Contribution made by him to the Partnership
          except as provided in this Agreement.

     4.4  Payments. The amount of any distribution or payment to a Partner
          whether pursuant to Article 4 or Article 9 hereof may be made in cash
          or in-kind or partially in cash and partially in-kind in the
          reasonable discretion of the General Partner or the liquidating
          trustees, as the case may be, less reasonable reserves established in
          the reasonable discretion of the General Partner or the liquidating
          trustees, as the case may be, for known or unknown liabilities of the
          Partnership.

     4.5  In-Kind Distributions. All distributions of assets in-kind shall be
          made at Book Value as determined pursuant to Section 5.3 and shall be
          distributed to the Partners in the same manner as a distribution of
          Net Proceeds of a Capital Transaction would have been made if such
          assets had been sold. The Net Profit or Net Loss resulting from
          distribution will be allocated in accordance with Section 4.6.3 or
          Section 4.6.4, as the case may be.

     4.6  Allocations of Net Profit and Net Loss.

          4.6.1     Net Profit From Operations.

                    (a)  If any Net Loss has been allocated to the Partners
                         pursuant to Section 4.6.2 or Section 4.6.4, then Net
                         Profit from Operations shall first be allocated to the
                         Partners, in the same proportions as such Net Loss was
                         allocated, until each Partner's Capital Account balance
                         equals what it would have been had there been no such
                         allocation of Net Loss.

                    (b)  After any allocation required pursuant to Section
                         4.6.1(a), Net Profit from Operations shall be allocated
                         among the Partners in accordance with their Partnership
                         Percentages.

                                      -10-



          4.6.2     Net Loss From Operations.

                    (a)  If any Net Profit has been allocated to the Partners
                         pursuant to Section 4.6.1 or Section 4.6.3, then Net
                         Loss from Operations shall first be allocated to the
                         Partners, in the same proportions as such Net Profit
                         was allocated, until each Partner's Capital Account
                         balance equals what it would have been had there been
                         no such allocation of Net Profit.

                    (b)  After any allocation required pursuant to Section
                         4.6.2(a) Net Loss from Operations shall be allocated
                         among the Partners in proportion to their Capital
                         Accounts until such Capital Account balances equal
                         zero.

                    (c)  After any allocation required pursuant to Section
                         4.6.2(b), Net Loss from Operations shall be allocated
                         to the General Partner.

          4.6.3     Net Profit From Capital Transactions.

                    (a)  If any Net Loss has been allocated to the Partners
                         pursuant to Section 4.6.2 or Section 4.6.4, then Net
                         Profit from Capital Transactions shall first be
                         allocated to the Partners, in the same proportions as
                         such Net Loss was allocated, until each Partner's
                         Capital Account balance equals what it would have been
                         had there been no such allocation of Net Loss.

                    (b)  After any allocation required pursuant to Section
                         4.6.3(a), Net Profit from Capital Transactions shall be
                         allocated among the Partners in accordance with their
                         Partnership Percentages.

          4.6.4     Net Loss From Capital Transactions.

                    (a)  If any Net Profit has been allocated to the Partners
                         pursuant to Section 4.6.1 or Section 4.6.3, then Net
                         Loss from Capital Transactions shall first be allocated
                         to the Partners, in the same proportions as such Net
                         Profit was allocated, until each Partner's Capital
                         Account balance equals what it would have been had
                         there been no such allocation of Net Profit.

                    (b)  After any allocation required pursuant to Section
                         4.6.4(a) Net Loss from Capital Transactions shall be
                         allocated among the Partners in proportion to their
                         Capital Accounts until such Capital Account balances
                         equal zero.

                                      -11-



                    (c)  After any allocation required pursuant to Section
                         4.6.4(b), Net Loss from Capital Transactions shall be
                         allocated to the General Partner.

     4.7  Partnership Minimum Gain Chargeback. Notwithstanding any other
          provision of this Agreement to the contrary, if in any Fiscal Year or
          other period there is a net decrease in the amount of the Partnership
          Minimum Gain, then each Partner shall first be allocated items of
          Gross Income for such year (and, if necessary, subsequent years) in an
          amount equal to such Partner's share of the net decrease in such
          Minimum Gain during such year (as determined under Regulations Section
          1.704-2(g)(2)); provided, however, if there is insufficient Gross
          Income in a year to make the allocation specified above for all
          Partners for such year, the Gross Income shall be allocated among the
          Partners in proportion to the respective amounts they would have been
          allocated had there been an unlimited amount of Gross Income for such
          year.

     4.8  Minimum Gain Chargeback for Partner Nonrecourse Debt. Notwithstanding
          any other provision of this Agreement to the contrary other than
          Section 4.7, if in any year there is a net decrease in the amount of
          the Partner Nonrecourse Debt Minimum Gain, then each Partner shall
          first be allocated items of Gross Income for such year (and, if
          necessary, subsequent years) in an amount equal to such Partner's
          share of the net decrease in such Minimum Gain during such year (as
          determined under Regulations Section 1.7042(i)(4)); provided, however,
          if there is insufficient Gross Income in a year to make the allocation
          specified above for all Partners for such year, the Gross Income shall
          be allocated among the Partners in proportion to the respective
          amounts they would have been allocated had there been an unlimited
          amount of Gross Income for such year.

     4.9  Qualified Income Offset. Notwithstanding any other provision of this
          Agreement to the contrary (except Sections 4.7 and 4.8 which shall be
          applied first), if in any Fiscal Year or other period a Partner
          unexpectedly receives an adjustment, allocation or distribution
          described in Regulations Section 1.7041(b)(2)(ii)(d)(4),(5) or (6),
          such Partner will be specially allocated items of Gross Income in an
          amount and manner sufficient to eliminate, to the extent required by
          the Regulations, the Adjusted Capital Account Deficit of such Partner
          as quickly as possible.

     4.10 Limit on Loss Allocations. Notwithstanding the provisions of Section
          4.6.2, 4.6.4 or any other provision of this Agreement to the contrary,
          Net Loss (or items thereof) shall not be allocated to a Partner if
          such allocation would cause or increase such Partner's Adjusted
          Capital Account Deficit and shall be reallocated to the other
          Partners, subject to the limitations of this Section 4.10.

                                      -12-



     4.11 Net Loss from Partner Nonrecourse Debt. Any Net Loss or deductions
          attributable to Partner Nonrecourse Debt shall be allocated to the
          Partner who bears the economic risk of loss with respect to such debt.

     4.12 Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or
          other period shall be allocated among the Partners in accordance with
          their Partnership Percentages.

     4.13 Code Section 754 Adjustments. To the extent an adjustment to the
          adjusted tax basis of any Partnership asset under Code Sections 734(b)
          or 743(b) is required to be taken into account in determining Capital
          Accounts under Regulations Section 1.704-1(b)(2)(iv)(m), the amount of
          the adjustment to the Capital Accounts will be treated as an item of
          gain (if the adjustment increases the basis of the asset) or loss (if
          the adjustment decreases the basis), and the gain or loss will be
          specially allocated to the Partners in a manner consistent with the
          manner in which their Capital Accounts are required to be adjusted
          under Regulations Section 1.704-1(b)(2)(iv)(m).

     4.14 Reversal of Mandatory Allocations. In the event that any Gross Income
          or Net Loss is allocated pursuant to Section 4.7 through 4.10,
          subsequent Gross Income, Net Profit or Net Loss (or items thereof)
          will first be allocated (subject to Sections 4.7 through 4.10) to the
          Partners in a manner which will result in each Partner having a
          Capital Account balance equal to that which would have resulted had
          the original allocation of Gross Income or Net Loss (or items thereof)
          pursuant to Sections 4.7 through 4.10 not occurred.

     4.15 Compliance with Code. The foregoing provisions of this Agreement
          relating to the allocation of Net Profit and Net Loss are intended to
          comply with Regulations under Section 704(b) of the Code and shall be
          interpreted and applied in a manner consistent with such Regulations.

     4.16 Tax Allocations -- Code Section 704(c). In accordance with Code
          Section 704(c) and the related Regulations, income, gain, loss and
          deduction with respect to any property contributed to the capital of
          the Partnership, solely for tax purposes, will be allocated among the
          Partners so as to take account of any variation between the adjusted
          basis to the Partnership of the property for federal income tax
          purposes and the initial Book Value of the property. If the Book Value
          of any Partnership asset is adjusted under Section 1.1.7, subsequent
          allocations of income, gain, loss and deduction with respect to that
          asset will take account of any variation between the adjusted basis of
          the asset for federal income tax purposes and its Book Value in the
          same manner as under Code Section 704(c) and the related Regulations.
          Any elections or other decisions relating to allocations under this
          Section 4.16 will be made in any manner that the General Partner
          determines reasonably reflects the purpose and intention of this
          Agreement. Allocations under this Section 4.16 are solely for purposes
          of federal, state and local taxes and will not affect, or in any way
          be taken into account in computing, any Partner's

                                      -13-



          Capital Account or share of Net Profit, Net Loss or other items or
          distributions under any provision of this Agreement.

     4.17 Allocation on Transfer. If any interest in the Partnership is
          transferred, or is increased or decreased by reason of the admission
          of a new Partner or otherwise, during any Fiscal Year, the Partnership
          shall make an interim closing of its books as of the effective date of
          such date of transfer or admission and shall allocate Net Income or
          Net Loss or items thereof based on such interim closing. All transfers
          of interests or admissions or exclusions of Partners occurring at any
          time during a month shall be deemed effective as of the opening of
          business on the first day of the subsequent month.

     4.18 Minimum Interest of General Partner. Notwithstanding any indication to
          the contrary, the General Partner's interest in each item of
          Partnership income, gain, loss, deduction and credit shall be not less
          than 1%, except as otherwise required pursuant to Section 704(b) or
          Section 704(c) of the Code.

                                   ARTICLE 5.

                                CAPITAL ACCOUNTS

     5.1  Capital Accounts. A separate capital account ("Capital Account") shall
          be maintained for each Partner. There shall be credited to each
          Partner's Capital Account the amount of any cash actually contributed
          by such Partner to the capital of the Partnership (or deemed
          contributed pursuant to Regulations Section 1.704-1(b)(2)(iv)(c)), the
          Book Value of any property contributed by such Partner to the capital
          of the Partnership (net of any liabilities secured by such property
          that the Partnership is considered to assume or to take subject to
          under Code Section 752), such Partner's share of the Net Profit (and
          all items in the nature of income or gain that are specially allocated
          to the Partner under Article 4 hereof) of the Partnership and the
          amount of any Partnership liabilities that are assumed by the Partner
          or secured by any Partnership property distributed to the Partner.
          There shall be charged against each Partner's Capital Account the
          amount of all cash distributed to such Partner by the Partnership (or
          deemed distributed pursuant to Regulations Section
          1.704-1(b)(2)(iv)(c)), the Book Value of any property distributed to
          such Partner by the Partnership (net of any liability secured by such
          property that the Partner is considered to assume or take subject to
          under Code Section 752), such Partner's share of the Net Loss (and all
          items in the nature of deduction or loss that are specially allocated
          to the Partner under Article 4 hereof) of the Partnership and the
          amount of any liabilities of the Partner assumed by the Partnership or
          which are secured by any property contributed by the Partner to the
          Partnership.

     5.2  Adjustment for In-Kind Distributions. If the Partnership at any time
          distributes any of its assets in-kind to any Partner, the Capital
          Account of each

                                      -14-



          Partner shall be adjusted as contemplated by Section 4.5, as
          applicable, to account for that Partner's allocable share (as
          determined under Article 4 above) of the Net Profit or Net Loss that
          would have been realized by the Partnership had it sold the assets
          distributed for their respective fair market values immediately prior
          to their distribution.

     5.3  Property Revaluation. The Capital Accounts shall be adjusted to
          reflect a revaluation of Partnership property to its fair market value
          on the date of adjustment upon the occurrence of any of the following
          events:

          5.3.1     an increase in any new or existing Partner's Partnership
                    Percentage resulting from the contribution of money or
                    property by such Partner to the Partnership including a
                    conversion of debt into Partnership interests,

          5.3.2     any reduction in a Partner's Partnership Percentage
                    resulting from a distribution to such Partner in
                    consideration of all or part of his Partnership interest,
                    unless such distribution is pro rata to all Partners in
                    accordance with their respective Partnership Percentages,
                    and

          5.3.3     whenever else allowed under Regulations Section
                    1.704-1(b)(2)(iv)(f).

          The adjustments to Capital Accounts shall reflect the manner in which
          the unrealized Net Profit or Net Loss inherent in the property would
          be allocated if there were a disposition of the Partnership's property
          at its fair market value on the date of adjustment.

     5.4  Interpretation. It is the intention of the Partners that the Capital
          Accounts be maintained strictly in accordance with the capital account
          maintenance requirements of Regulations under Code Section 704(b). The
          foregoing provisions and the other provisions of this Agreement
          relating to the maintenance of the Capital Accounts are intended to
          comply with such Regulations and shall be interpreted and applied in a
          manner consistent with such Regulations and any amendment or successor
          provision thereto. The General Partner also shall make any appropriate
          modifications if unanticipated events might otherwise cause this
          Agreement not to comply with the Regulations, so long as such changes
          would not cause a material change in the relative economic benefits of
          the Partners under this Agreement.

     5.5  Obligation to Repay or Restore. If the Limited Partner has received
          distributions of Net Cash Flow or Net Proceeds of a Capital
          Transaction, it may be obligated under the Act to repay or restore to
          the Partnership all or a portion of the amount received if such
          distributions cause the fair market value of the Partnership's assets
          to be less than the Partnership's liabilities. Subject to the
          foregoing requirement, the Limited Partner shall not be required to
          pay to the Partnership or to any other Partner any deficit or negative
          balance which may exist from time to time in its Capital Account;

                                      -15-



          provided, however, in the event the Limited Partner erroneously
          receives distributions in excess of his interest in such distributions
          as specified in Sections 4.1, 4.2 and 4.3 hereof ("Excess
          Distributions"), then, as between the Partners but not for the benefit
          of other Persons, such Partner shall be indebted to the Partnership
          for such Excess Distributions, and such indebtedness shall be payable
          on terms or on demand as may be prescribed by the General Partner. The
          General Partner shall contribute, prior to the dissolution and
          liquidation of the Partnership, an amount equal to the lesser of (a)
          an amount which will cause the total Capital Contributions made by the
          General Partner during the Partnership Term to equal one percent (1%)
          of the total Capital Contributions made to the Partnership (including
          the Capital Contribution to be made by the General Partner pursuant to
          this Section 5.5), or (b) the deficit balance in its Capital Account
          as of the date of such dissolution and liquidation.

     5.6  Tax Elections. The General Partner is authorized, in its reasonable
          discretion, to make all elections permitted or required of the
          Partnership under Regulations Section 1.704-1, Code Section 754 and
          any other provisions of the Code.

                                   ARTICLE 6.

                               OPERATING EXPENSES

     6.1  Operating Expenses and Reimbursements. The Partnership shall bear (or
          reimburse the General Partner for its payment of) all costs and
          expenses of every kind and description incurred in connection with
          the organization, operation, liquidation and dissolution of the
          Partnership including, but not limited to, travel expenses, fees of
          consultants, accountants, and attorneys, fees and expenses of the
          preparation of quarterly unaudited financial statements, the annual
          audit, if any, and tax returns of the Partnership, interest on
          indebtedness of the Partnership, and fees and expenses incurred in any
          litigation by or against the Partnership.

                                   ARTICLE 7.

                 ADMISSION OF PARTNERS; ASSIGNMENT OF INTERESTS

     7.1  Admission of Additional Partners. Other than Chaparral Steel Holdings,
          Inc., a Delaware corporation and Chaparral Steel Trust, a Delaware
          business trust, which shall be admitted to the Partnership pursuant to
          the provisions of Section 7.2.2 hereof, no additional partners shall
          be admitted to the Partnership.

                                      -16-



     7.2  Assignment or Transfer of Partnership Interests.

          7.2.1     Except as provided in Section 7.2.2, no Partner shall sell,
                    assign, pledge, mortgage, or otherwise dispose of or
                    Transfer, in whole or in part, its Partnership interest or
                    its share of the Partnership's capital, assets or property
                    or enter into any agreement, the result of which would be
                    for another Person to become directly or indirectly
                    interested in the Partnership.

          7.2.2     The Partnership interest of Chaparral Steel Company may be
                    transferred to Chaparral Steel Holdings, Inc. (the "Initial
                    Transfer") and the same Partnership interest may be
                    transferred by Chaparral Steel Holdings, Inc. to Chaparral
                    Steel Trust (the "Subsequent Transfer"). Upon the effective
                    time of the Initial Transfer, Chaparral Steel Company shall
                    withdraw from the Partnership and Chaparral Steel Holdings,
                    Inc. shall be admitted as a Partner with the same
                    Partnership interest as Chaparral Steel Company and upon the
                    effective time of the Subsequent Transfer Chaparral Steel
                    Holdings, Inc. shall withdraw and Chaparral Steel Trust
                    shall be admitted as a Partner with the same Partnership
                    interest as Chaparral Steel Holdings, Inc..

                                   ARTICLE 8.

                       MANAGEMENT DUTIES AND RESTRICTIONS

     8.1  Powers of General Partner.

          8.1.1     General Authority of the General Partner. The business and
                    affairs of the Partnership will be managed exclusively by
                    the General Partner. Except as otherwise expressly provided
                    in this Agreement with respect to matters requiring the
                    approval of the Limited Partner, all determinations relating
                    to the business and affairs of the Partnership will be made
                    by the General Partner in its sole discretion and will not
                    give rise to any right or claim by any Partner or the
                    Partnership unless made in violation of an express provision
                    of this Agreement. Except as otherwise provided herein, the
                    General Partner will have complete authority to take, in its
                    own name or in the name of the Partnership, any action that
                    the General Partner determines to be appropriate under this
                    Agreement or for the conduct of the business of the
                    Partnership, including without limitation the actions
                    specified in Section 8.1.2. All decisions and actions taken
                    by the General Partner under the authority of this Section
                    8.1 will be binding upon all of the Partners and the
                    Partnership.

          8.1.2     Specific Authority of General Partner. Except as otherwise
                    expressly set forth in this Agreement, the General Partner
                    shall have all rights

                                      -17-



                    and powers of a general partner under the Act. Subject to
                    the limitations contained in Section 8.1.3, the authority of
                    the General Partner to manage the business and affairs of
                    the Partnership will include complete authority:

                    (a)  To acquire, dispose of, lease or exchange assets of the
                         Partnership;

                    (b)  To borrow money or otherwise create or assume
                         indebtedness for the Partnership;

                    (c)  To create an Encumbrance on all or any part of the
                         Partnership's assets in order to secure loans or
                         advances to or assumed by the Partnership or any Person
                         in which the Partnership has a direct or indirect
                         interest, or any obligation of the Partnership or any
                         Person in which the Partnership has a direct or
                         indirect interest, or for any other Partnership
                         purpose;

                    (d)  To execute and deliver for the Partnership agreements
                         and other instruments (including, without limitation,
                         instruments creating an Encumbrance on Partnership
                         assets) for any purpose authorized by clause (c),
                         including without limitation agreements and instruments
                         in connection with loans or the Transfer of assets of
                         the Partnership;

                    (e)  To collect all income of the Partnership and to satisfy
                         all obligations of the Partnership, including without
                         limitation expenses of the General Partner relating to
                         the Partnership described in Article 6 and Section 8.4
                         and the indemnification obligations arising under
                         Section 11.11;

                    (f)  To prepare or cause to be prepared and file all tax
                         returns for the Partnership (but not the tax returns or
                         other reports of the Partners);

                    (g)  To make all tax elections for the Partnership,
                         including without limitation any special basis
                         adjustments under Section 754 of the Code, provided
                         that the Partner requesting any Section 754 election
                         must agree to reimburse the Partnership for any costs
                         incurred by the Partnership in making the election or
                         in maintaining or preparing any additional records or
                         reports in connection with the election;

                    (h)  To prosecute, defend and settle legal, arbitration or
                         administrative proceedings on behalf of or against the
                         Partnership;

                                      -18-



                    (i)  To manage and maintain the assets of the Partnership or
                         any Person in which the Partnership has a direct or
                         indirect interest;

                    (j)  To establish separate bank accounts for the deposit of
                         monies received on behalf of the Partnership and to
                         disburse all funds on deposit on behalf of the
                         Partnership in amounts and at times as required in
                         connection with the business of the Partnership;

                    (k)  To procure and maintain insurance against risks and in
                         amounts determined to be appropriate by the General
                         Partner, including without limitation insurance under
                         which the General Partner and its partners, agents and
                         affiliates are insureds;

                    (1)  To advance funds of the Partnership to any Person in
                         which the Partnership has a direct or indirect
                         interest;

                    (m)  To do or cause to be done any other act which the
                         General Partner considers to be appropriate to carry
                         out any of its powers or in furtherance of the purposes
                         or character of the Partnership;

                    (n)  To establish such reserves from Partnership funds as
                         the General Partner, in its sole discretion, may deem
                         necessary or advisable for Partnership operations and
                         for the payment of Partnership obligations;

                    (o)  To exercise all rights, powers, privileges and other
                         incidents of ownership or possession with respect to
                         any Partnership assets, including, without limitation,
                         voting equity or debt securities held by the
                         Partnership;

                    (p)  To consult with legal counsel, independent public
                         accountants, real estate brokers and other consultants
                         selected by the General Partner on behalf of the
                         Partnership;

                    (q)  To take all action which may be necessary or
                         appropriate for the continuation of the Partnership's
                         valid existence as a limited partnership under the laws
                         of the State of Delaware and of each other jurisdiction
                         in which such existence is necessary to protect the
                         limited liability of the Limited Partner or to enable
                         the Partnership to conduct the business in which it is
                         engaged;

                    (r)  To resolve, in its sole discretion, any ambiguity
                         regarding the application of any provision of this
                         Agreement in the manner it deems equitable, practicable
                         and consistent with this Agreement and applicable law;
                         and,

                                      -19-



                    (s)  To do such other acts as the General Partner may deem
                         necessary or advisable, or as may be incidental to or
                         necessary for the conduct of the business of the
                         Partnership.

          8.1.3     Actions Requiring Limited Partner Approval. Notwithstanding
                    Section 8.1.2, the General Partner may not, without the
                    written consent of the Limited Partner take or commit to
                    take any of the following actions:

                    (a)  Transfer all or substantially all of the Partnership's
                         assets, whether in one transaction or a series of
                         related transactions;

                    (b)  Effect the reorganization, merger or consolidation of
                         the Partnership with any other entity.

                    (c)  Any act in contravention of this Agreement;

                    (d)  Any act which would make it impossible to carry on the
                         ordinary business of the Partnership, other than a
                         Transfer of all or substantially all of the assets of
                         the Partnership authorized under Section 8.1.3(a) or a
                         reorganization, merger or consolidation authorized
                         under Sections 8.1.3(b);

                    (e)  Confess a judgment against the Partnership except in
                         connection with the settlement of an action or
                         proceeding; or,

                    (f)  Incur any debt, on behalf of the Partnership or
                         otherwise, for which the Limited Partner shall be
                         directly or personally liable to any extent.

     8.2  Authority as to Third Persons. Notwithstanding Section 8.1.3, the
          signed statement of the General Partner reciting that it has the
          authority or necessary approval of the Limited Partner for any action,
          as to any third Person, will be conclusive evidence of the authority
          of the General Partner to take that action and of compliance with
          Section 8.1.3, if applicable. The Limited Partner will promptly
          execute instruments determined by the General Partner to be
          appropriate to evidence the authority of the General Partner to
          consummate any transaction permitted by this Agreement.

     8.3  Compensation and Expenses of the General Partner. The General Partner
          will not receive any compensation from the Partnership for serving as
          General Partner, but all expenses incurred by the General Partner in
          connection with its service as General Partner (including without
          limitation charges for legal, accounting, data processing,
          administrative, executive, tax and other services rendered) will be
          paid or promptly reimbursed by the Partnership. Nothing contained in
          this Section 8 is intended to affect the distributions to the General
          Partner or the amounts that may be payable to the General Partner by
          reason of its interest in the Partnership.

                                      -20-



     8.4  Covenants of the General Partner. The General Partner shall devote
          such time, effort, and attention as may be reasonably necessary,
          advisable, or appropriate to manage and direct the operations,
          business and affairs of the Partnership.

     8.5  Limitations on Authority. The authority of the General Partner over
          the conduct of the operations, business, and affairs of the
          Partnership shall be subject only to the Act and such further
          limitations as are expressly stated in this Agreement.

     8.6  No Withdrawal From Partnership. Except as contemplated by this
          Agreement, no Partner may withdraw from the Partnership at any time.

                                   ARTICLE 9.

                         DISSOLUTION OF THE PARTNERSHIP

     9.1  Dissolution. The Partnership shall be dissolved upon the happening of
          any of the following events:

          9.1.1     the expiration of the Partnership Term;

          9.1.2     with the prior consent of the General Partner and the
                    Limited Partner;

          9.1.3     the Bankruptcy or dissolution of the General Partner;

          9.1.4     the sale or distribution of all or substantially all of the
                    assets of the Partnership;

          9.1.5     A Partner sells, assigns, Transfers, pledges or otherwise
                    disposes of or encumbers, directly or indirectly, all or any
                    part of its interest, except as permitted in this Agreement,
                    or allows such sale, assignment, transfer, pledge,
                    disposition or encumbrance to occur.

          9.1.6     the occurrence of any other event causing the dissolution of
                    a limited partnership under the laws of the State of
                    Delaware.

     9.2  Continuation. Upon the Bankruptcy, dissolution or removal of the
          General Partner, the business of the Partnership will be continued if
          within 90 calendar days the Limited Partner elects by written action
          to continue the business of the Partnership and designate one or more
          Persons to be a General Partner of the Partnership. If the business of
          the Partnership is continued, the interest of the General Partner will
          be converted to that of a limited partner. If the Limited Partner
          fails to continue the Partnership's business as provided in this
          Section 9.2, the Partnership will be liquidated under Section 9.4.

                                      -21-



     9.3  Events Affecting a Limited Partner. The Bankruptcy, liquidation,
          dissolution, reorganization, merger, sale of substantially all the
          stock or assets of, or other change in the ownership or nature of the
          Limited Partner shall not dissolve the Partnership.

     9.4  Liquidation Procedures.

          9.4.1     Upon dissolution of the Partnership the General Partner or,
                    if there is no General Partner, such Person or Persons as
                    the limited Partner shall designate as liquidating trustees
                    shall commence immediately to wind up the affairs of the
                    Partnership. The General Partner or such liquidating
                    trustees shall use their best judgment as to when to dispose
                    of the Partnership's assets or to make distributions in-kind
                    in order to maximize the return to the Partners from such
                    assets.

          9.4.2     The assets of the Partnership remaining after payment of the
                    costs and expenses of winding up shall be applied in the
                    following priority:

                    (a)  To payment of the costs and expenses of the winding up,
                         liquidation and termination of the Partnership;

                    (b)  to the creditors of the Partnership, other than
                         Partners, all amounts due them from the Partnership in
                         the order of priority established by law;

                    (c)  to the Partners, all amounts due them in repayment of
                         any loans to the Partnership pursuant to Section 3.3;

                    (d)  To the establishment of any reserves deemed appropriate
                         by the General Partner or liquidating trustees for any
                         liabilities or obligations of the Partnership, which
                         reserves will be held for the purpose of paying
                         liabilities or obligations and, at the expiration of a
                         period the General Partner or liquidating trustees
                         deems appropriate, will be distributed in the manner
                         provided in Section 9.4.2(e); and,

                    (e)  To the payment to the Partners of the positive balances
                         in their respective Capital Accounts, pro rata, in
                         proportion to the positive balances in those Capital
                         Accounts after giving effect to all allocations and
                         distributions under Article 4 for all prior periods,
                         including the period during which the process of
                         liquidation occurs.

                    If the General Partner or the liquidating trustees, in their
                    sole discretion, deem it not feasible or desirable to
                    liquidate to each Partner its allocable share of each asset
                    to be distributed in-kind, the General Partner or the
                    liquidating trustees may allocate and distribute

                                      -22-



                    specific assets to one or more Partners as the General
                    Partner or the liquidating trustees shall reasonably
                    determine to be fair and equitable, taking into
                    consideration, among other things, the value of the assets,
                    the indebtedness secured by the assets and the tax
                    consequences of the proposed distribution upon each of the
                    Partners. Any distributions in-kind shall be subject to such
                    conditions relating to the disposition and management
                    thereof as the General Partner or the liquidating trustees
                    deem reasonable and equitable.

     9.5  Termination. The Partnership shall terminate when all property owned
          by the Partnership has been disposed of, and any proceeds from the
          sale or other disposition of all of the Partnership property, after
          payment of or provision for all liabilities to creditors of the
          Partnership, has been distributed to the Partners.

     9.6  No Petition for Dissolution. The Partners agree that irreparable
          damage would be done to the goodwill and reputation of the Partnership
          if any Partner should bring an action in any court to dissolve the
          Partnership and to have a liquidator or receiver for the Partnership
          appointed. Care has been taken in this Agreement to provide what the
          parties feel is fair and just payment in liquidation of the interest
          of all Partners. Accordingly, each Partner hereby waives and renounces
          its right to file or pursue any such petition for dissolution of the
          Partnership or the partition of any Partnership property, or to seek
          the appointment by any court of a liquidator or receiver for the
          Partnership.

     9.7  Compliance with Timing Requirements of Treasury Regulations.
          Notwithstanding anything in this Article 9 to the contrary, in the
          event the Partnership is "liquidated" within the meaning of
          Regulations Section 1.704-1(b)(2)(ii)(g), distributions will be made
          to the Partners who have positive Capital Account balances pursuant to
          Section 9.4 in a manner that complies with Regulations Section
          1.704-1(b)(2)(ii)(b)(2). However, a liquidation occurring as a result
          of a Partnership termination, as defined in Section 708(b)(1)(B) of
          the Code, will not require an actual distribution of Partnership
          assets, but will instead be treated as a constructive liquidation and
          reformation in the manner described in Regulations Section
          1.708-1(b)(1)(iv).

                                   ARTICLE 10.

                        FINANCIAL ACCOUNTING AND REPORTS

     10.1 Financial and Tax Accounting and Reports. The tax returns of the
          Partnership shall be filed on an accrual basis. The General Partner
          shall cause the Partnership's tax returns to be prepared and a
          Schedule K-1 or any successor form to be prepared and delivered in a
          timely manner to each of the Partners. In the event of an income tax
          audit of the Partnership or any

                                      -23-



          judicial or administrative proceeding in connection with the income
          tax returns of the Partnership, the Tax Matters Partner shall be
          authorized to act for and, to the extent provided by the Code, its
          decision shall be binding upon the Partnership and the Partners. The
          books and records of the Partnership shall be kept in accordance with
          generally accepted accounting principles.

     10.2 Valuation. The valuation of the assets of the Partnership for the
          purpose of valuing distributions in-kind made pursuant to Section 4.5
          or Section 9.4 of this Agreement and for any other purpose shall be
          the fair market value as determined by the General Partner in good
          faith, and such determination will be binding on the Partners.

     10.3 Supervision; Inspection of Books. Proper and complete books of account
          of the business of the Partnership shall be kept under the supervision
          of the General Partner at the principal place of business of the
          Partnership. Such books shall be open to inspection by the Limited
          Partner, or its accredited representatives, at any reasonable time
          during normal business hours.

     10.4 Quarterly Reports. The General Partner shall transmit to the Limited
          Partner within thirty (30) days after the close of each quarter, or as
          soon as practicable thereafter, summary financial information of the
          Partnership prepared in accordance with the accrual method of
          accounting from its books without audit and subject to year-end
          adjustments.

     10.5 Annual Report; Financial Statements. The General Partner shall
          transmit to the Limited Partners within one hundred twenty (120) days
          after the close of each Fiscal Year, or as soon as practicable
          thereafter, financial statements of the Partnership prepared in
          accordance with the accrual method of accounting, including an income
          statement for the year then ended, a balance sheet as of the end of
          such year, and a statement of changes in the Partners' Capital
          Accounts. If the General Partner, in its sole discretion, determines
          that audited financial reports are appropriate, then the financial
          statements shall be audited by an independent public accounting firm
          selected by the General Partner.

     10.6 Consent in Lieu of Meeting. Any action which may be taken by the
          Partners at a meeting may be effected through the execution of written
          consents by the requisite Partnership Percentage of the Partners.

     10.7 Withholding. Notwithstanding any provision in this Agreement to the
          contrary, the General Partner may withhold from any distribution or
          amount due to the Limited Partner any amounts required to be withheld
          pursuant to any applicable federal, state, or local tax requirements,
          with such withheld amount treated as if it was distributed to the
          Limited Partner. The determination of the General Partner as to the
          necessity of such withholding shall be binding upon the Limited
          Partner.

                                      -24-



                                   ARTICLE 11.

                                OTHER PROVISIONS

     11.1 Execution and Filing of Documents. The General Partner and the Limited
          Partner (or the General Partner as the Limited Partner's
          attorney-in-fact) shall execute and file such certificates and other
          documents as may be required by the Act and other applicable laws. The
          General Partner shall cause the Partnership to be qualified, formed,
          reformed or registered under the limited partnership laws, assumed or
          fictitious name statutes or similar laws in any jurisdiction in which
          the Partnership owns property or transacts business if such
          qualification, formation, reformation or registration is necessary in
          order to protect the limited liability of the Limited Partner or to
          permit the Partnership lawfully to own property or transact business
          as a limited partnership. The General Partner shall execute, file and
          publish all such certificates, notices, statements or other
          instruments appropriate to conduct the business of the Partnership and
          to maintain the limited liability of the Limited Partner.

     11.2 Other Instruments and Acts. The Partners agree to execute any other
          instruments or perform any other acts that are or may be necessary to
          effectuate and carry on the Partnership created by this Agreement.

     11.3 Binding Agreement. This Agreement shall be binding upon and inure to
          the benefit of the permitted transferees, successors, assigns, and
          legal representatives of the Partners.

     11.4 Governing Law. This Agreement shall be governed by and construed under
          the laws of the State of Delaware, without giving effect to the
          principles of conflict of laws.

     11.5 Notices. Any notice or other communication that one Partner desires to
          give to another Partner or the Partnership or that the Partnership
          desires to give to a Partner shall be in writing, and shall be deemed
          effectively given upon (i) personal delivery, (ii) transmission by
          facsimile or (iii) the third business day following deposit in any
          United States mail box, by registered or certified mail, postage
          prepaid, addressed, in the case of a Partner, to the Partner at the
          address shown on the books and records of the Partnership or at such
          other address as a Partner may designate by fifteen (15) days' advance
          notice to the other Partners and, in the case of the Partnership, to
          its principal office designated in Section 2.4.

     11.6 Power of Attorney. The Limited Partner appoints the General Partner
          its attorney-in-fact, with full power of substitution and
          re-substitution, to execute in the Partner's name and deliver:

                                      -25-



                    (a)  A Partnership Certificate and any amendments to the
                         Partnership Certificate that the General Partner deems
                         appropriate;

                    (b)  Any instrument that the General Partner deems
                         appropriate in order to qualify the Partnership to do
                         business in any jurisdiction and any other instrument
                         relating to the qualification or registration of the
                         Partnership or the use of an assumed or fictitious name
                         that the General Partner deems appropriate;

                    (c)  All certificates and other instruments that may be
                         appropriate to effect the dissolution and termination
                         of the Partnership under Article 9;

                    (d)  All reports, forms and schedules that the General
                         Partner determines appropriate to file with any
                         governmental body in connection with any Partnership
                         activity,

                    (e)  Any amendment to this Agreement appropriate to reflect
                         the Transfer of a Partnership interest permitted by
                         this Agreement, or the admission to, or withdrawal
                         from, the Partnership of a Partner permitted by this
                         Agreement, the conversion of a General Partner interest
                         into a Limited Partner interest as provided in this
                         Agreement or any Capital Contribution permitted by this
                         Agreement; and,

                    (f)  Any amendment to this Agreement authorized under
                         Section 11.7.

          The power of attorney granted under this Section 11.6 is coupled with
          an interest and is irrevocable and will survive the death,
          dissolution, bankruptcy and withdrawal from the Partnership of any
          Partner or the Transfer of its Partnership interest

     11.7 Amendment.

          11.7.1    Except for such amendments as result from the operation of
                    the various provisions of this Agreement, this Agreement may
                    be amended only with the written consent of the Limited
                    Partners and the General Partner.

          11.7.2    The General Partner, acting alone, may make ministerial
                    changes in the Partnership Agreement for the purpose of
                    correcting errors and inconsistencies and to comply with
                    federal, state and local rules, regulations and laws,
                    provided that the liability of the Limited Partner for
                    Partnership debts shall not be increased by such amendment
                    nor shall the right of the Limited Partner to Partnership
                    allocations or distributions be adversely affected thereby.

                                      -26-



     11.8 Entire Agreement. This Agreement shall constitute the entire agreement
          of the Partners and supersede all prior agreements between the
          Partners with respect to the Partnership.

     11.9 Titles; Subtitles. The titles and subtitles used in this Agreement
          are used for convenience only and shall not be considered in the
          interpretation of this Agreement.

     11.10 Exculpation. Neither the General Partner, nor any of its officers,
          directors, employees, agents, or Affiliates, shall be liable to the
          Limited Partner or the Partnership for any action taken or failure to
          act on behalf of the Partnership within the scope of authority
          conferred on the General Partner by this Agreement, or by law, or done
          in reliance in good faith on the opinion of legal counsel, except in
          the case of (i) its willful breach of a material provision of the Act
          or this Agreement; (ii) the breach of its fiduciary responsibilities
          to the Partnership or the Limited Partner, or, (iii) its gross
          negligence in connection with the business and affairs of the
          Partnership.

     11.11 Indemnification of the General Partner. The Partnership, to the
          extent of its assets legally available for that purpose, will
          indemnify and hold harmless the General Partner and any partner,
          shareholder, director, officer, agent, affiliate and professional or
          other advisor of the General Partner (collectively, the "Indemnified
          Persons"), from and against any and all loss, damage, expense
          (including without limitation reasonable fees and expenses of
          attorneys and other advisors and any court costs incurred by any
          Indemnified Person) or liability by reason of anything any Indemnified
          Person does or refrains from doing for, or in connection with the
          business or affairs of, the Partnership, except to the extent that the
          loss, damage, expense or liability results from (a) the Indemnified
          Person's gross negligence, willful misconduct or knowing violation of
          law, or (b) the Indemnified Person's breach of any fiduciary
          responsibilities to the Partnership or the Limited Partner. These
          indemnification rights are in addition to any rights the Indemnified
          Persons may have against third parties.

          Notwithstanding anything in this Agreement to the contrary, no Partner
          shall be obligated to contribute any amount to the Partnership in
          order to satisfy the Partnership's indemnification obligations under
          this Section 11.11, such obligations being limited at all times to the
          assets of the Partnership.

     11.12 Limitation of Liability of the Limited Partners. No Limited Partner
          shall be bound by, or be personally liable for, the expenses,
          liabilities, or obligations of the Partnership in excess of its
          Capital Contributions to the Partnership plus such additional amounts
          determined pursuant to Section 5.5.

     11.13 Ambiguities. The General Partner shall have full power and authority
          to resolve questions of interpretation and construction arising under
          this

                                      -27-



          Agreement, and its resolution of such ambiguities or questions shall
          be final and binding on the Partnership and all of its Partners and
          their permitted transferees, successors, assigns and legal
          representatives.

     11.14 No Right to Partition. Each Partner hereby irrevocably waives any and
          all rights that it may have to maintain or institute an action for
          partition of the Partnership assets.

                                      -28-



     IN WITNESS WHEREOF, the Partners have executed this Agreement as of the
date first above written.

                                              GENERAL PARTNER:

                                              CHAPARRAL STEEL TEXAS, INC.


                                              By: /s/ Illegible
                                                  ------------------------------
                                                  Its: Illegible


                                              LIMITED PARTNER:

                                              CHAPARRAL STEEL COMPANY


                                              By: /s/ Illegible
                                                  ------------------------------
                                                  Its: Illegible

                                      -29-

EX-3.26

                                                                    Exhibit 3.26

                          CERTIFICATE OF INCORPORATION
                                       OF
                            CHAPARRAL (VIRGINIA) INC.

                                    * * * * *

     1. The name of the corporation is CHAPARRAL (VIRGINIA) INC.

     2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

     3. The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

     4. The total number of shares of stock which the corporation shall have
authority to issue is One Thousand (1,000); all of such shares shall be without
par value.

     5. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by written ballot.

     6. The name and mailing address of the sole incorporator is:

               M.C. Kinnamon
               Corporation Trust Center
               1209 Orange Street
               Wilmington, Delaware 19_01

     7. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (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 Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.

     8. The corporation shall indemnify its officers, directors, employees and
agents to the extent permitted by the General Corporation Law of Delaware.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 29th day of December, 1997.


                                /s/ M.C. Kinnamon
                                -----------------
                                Sole Incorporator
                                M.C. Kinnamon

                                     Page 1

EX-3.27

                                                                    Exhibit 3.27

                                     BYLAWS

                                       OF

                            CHAPARRAL (VIRGINIA) INC.

                                      * * *

                                    ARTICLE I

                                     OFFICES

          SECTION 1. In addition to its principal office in the State of Texas,
the corporation may also have offices at such other places both within and
without the State of Texas as the Board of Directors shall from time to time
determine.

                                   ARTICLE II

                         ANNUAL MEETING OF SHAREHOLDERS

          SECTION 1. All meetings of shareholders for the election of Directors
shall be held in the City of Midlothian, State of Texas, at such place as may be
fixed from time to time by the Board of Directors, or at such other place either
within or without the State of Texas as shall be designated from time to time by
the Board of Directors and as stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

          SECTION 2. Annual Meetings of Shareholders, commencing with the year
1998, shall be held each year on the second Wednesday of October, if not a legal
holiday, then on the next secular day following, at 10:30 a.m. in the forenoon,
at which they shall elect, by a plurality vote, a Board of Directors, and
transact such other business as may properly be brought before the meeting;
provided, however, that the shareholders may, by a written agreement signed by
the holders of all outstanding shares of stock entitled to general voting
rights, establish a manner of election or selection of directors other than by a
plurality vote during the term of such written agreement.

          SECTION 3. Written or printed notice of every meeting of shareholders
stating the place, day and hour, and purpose of the meeting shall be delivered
to each shareholder of record entitled to vote at such meeting not less than ten
(10) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, by the Secretary, the officer performing said duties or
the persons calling the meeting.

Bylaws of Chaparral (Virginia) Inc.                                       Page 1



          SECTION 4. Special meetings of shareholders for any purpose other than
the election of directors may be held at such time and place within or without
the State of Texas as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

          SECTION 5. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the Chairman of the Board or any two (2) members
of the Board of Directors, and shall be held at the request, in writing, of
shareholders owning not less than one-half (1/2) of the entire capital stock
having voting power.

          SECTION 6. The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

          SECTION 7. At least ten (10) days before every election of directors,
a complete list of shareholders entitled to vote at said election, arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the Secretary. Such list shall be open to the
examination of any shareholder at the office of the corporation in the City of
Midlothian, Texas for said ten (10) days, an shall be produced and kept at the
time an place of election during the whole of the time thereof, subject to the
inspection of any shareholder who may be present.

                                   ARTICLE III

                           QUORUM AND VOTING OF STOCK

          SECTION 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

          SECTION 2. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power, present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes or
of the Certificate of Incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

          SECTION 3. Each outstanding share of stock having voting power shall
be entitled to one (1) vote on each matter submitted to a vote at a meeting of
shareholders. A

Bylaws of Chaparral (Virginia) Inc.                                       Page 2



shareholder may vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid
after three (3) years from the date of its execution unless otherwise provided
in such proxy. Each proxy shall be revocable unless expressly provided therein
to be irrevocable or unless otherwise made irrevocable by law.

          Subject to the provision set forth in Section 2 of Article II of these
Bylaws, in all elections for directors, every shareholder entitled to vote shall
have the right to vote, in person or by proxy, the number of shares of stock
owned by him or her, for as many persons as there are directors to be elected
and for whose election he or she has a right to vote, but there shall be no
right to cumulative voting.

          SECTION 4. Any action required to be taken at a meeting of
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.

                                   ARTICLE IV

                                    DIRECTORS

          SECTION 1. The property and business of the corporation shall be
managed by a Board of not less than three (3) nor more than seven (7) directors.
The first Board shall consist of three (3) directors. Thereafter, within the
limits herein specified, the number of directors shall be fixed and may be
changed, from time to time, by resolution of the Board of Directors or by the
shareholders at the annual meeting. The Directors, other than the first Board of
Directors, shall be elected at the annual meeting of shareholders, except as
provided in Section 2 of this Article IV of these Bylaws, and each director
elected shall hold office until his or her successor shall be elected and shall
qualify. Directors need not be shareholders. The first Board of Directors shall
hold office until the first annual meeting of shareholders, unless sooner
removed by an affirmative vote of the majority of the issued and outstanding
shares of stock entitled to vote on the elections of directors as hereinafter
provided.

          SECTION 2. Any vacancy occurring in the Board of Directors may be
filled by affirmative vote of a majority of the authorized directors immediately
prior to the occurrence of such vacancy. A director elected to fill a vacancy
shall be elected for the unexpired portion of the term of his predecessor in
office.

          Any directorships to be filled by reason of an increase in the number
of directors may be filled by the affirmative vote of a majority of the
authorized number of directors immediately prior to any such increase. A
director elected to fill a newly created directorship shall serve until the next
succeeding annual meeting of shareholders and until his successor shall have
been duly elected and qualified, unless sooner displaced.

Bylaws of Chaparral (Virginia) Inc.                                       Page 3



          Any director may be removed at any time, for cause or without cause,
by an affirmative vote of the holders of a majority of the issued and
outstanding shares of stock entitled to vote on the elections of directors.

          SECTION 3. The business affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these Bylaws directed or required to be exercised or done
by the shareholders.

          SECTION 4. The directors may keep the books of the corporation, except
such as are required by law to be kept within or without the State of Texas, at
such place or places as they from time to time determine.

          SECTION 5. The Board of Directors shall have power to authorize the
payment of compensation to the directors for services to the corporation,
including fees for attendance at meetings of the Board of Directors, of the
Executive Committee and of other committees and to determine the amount of such
compensation and fees.

                                    ARTICLE V

                       MEETINGS OF THE BOARD OF DIRECTORS

          SECTION 1. The first meeting of each newly elected Board of Directors
shall be held at the same place as the annual meeting of the shareholders
immediately after such meeting or at such other time and place specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver signed by all of the
Directors.

          SECTION 2. Meetings of the Board of Director shall be held at the
times fixed by resolutions of the Board and at other times upon call of the
Chairman of the Board or any two (2) directors and such meetings, whether
regular or special, may be held either within or without the State of Texas. The
Secretary or officer performing said duties shall give reasonable notice (which
shall be at least, but need not in any event exceed ten (10) days) of all
meetings of directors, provided that a meeting may be held without notice
immediately after the annual meting of shareholders, and notice need not be
given of regular meetings held at times fixed by resolutions of the Board.
Meetings may be held at any time without notice if all directors are present or
if those not present sign written waivers of notice either before or after the
meeting. Notice by mail or telegraph to the usual business or residence address
of the directors not less than the time above specified before the meeting shall
be sufficient. A majority of the then authorized directors shall constitute a
quorum for the transaction of business and the act of a majority of the then
authorized directors shall be the act of the Board of Directors.

Bylaws of Chaparral (Virginia) Inc.                                       Page 4



          SECTION 3. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

          SECTION 4. Any action required or permitted to be taken at any meeting
of the Board of Directors, or any committee thereof, may be taken without a
meeting if all members of the Board, or such committee, consent thereto in
writing and the writing or writings are filed with the minutes of the
proceedings of the Board or committee.

                                   ARTICLE VI

                               EXECUTIVE COMMITTEE

          SECTION 1. The Board of Directors may, by resolution adopted by a
majority of the whole then authorized Board, appoint an Executive Committee to
consist of the Chairman of the Board and such number of the directors as the
majority of the whole of said Board may from time to time determine, which
committee, to the extent provided in such resolution, shall have and exercise
all of the authority of the Board of Directors in the management of the
corporation, except as otherwise required by law. Vacancies in the membership of
the Committee shall be filled by a majority of the whole said Board at a regular
or special meeting of the Board of Directors. The Executive Committee shall keep
regular minutes of its proceedings and report the same to the Board when
required.

                                   ARTICLE VII

                                     NOTICES

          SECTION 1. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these Bylaws, notice is required to be given
to any director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or shareholder, at his address as it appears on the records of the
corporation, with postage prepaid, and such notice shall be deemed to be given
at the time when the same shall be deposited in the United States Postal
Service. Notice to any director or shareholder may also be given by telegram or
delivered in person.

          SECTION 2. Whenever any notice for whatever reason is required to be
given under the provisions of the statutes or under the provisions of the
Certificate of Incorporation or these Bylaws, a waiver thereof in writing signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.

Bylaws of Chaparral (Virginia) Inc.                                       Page 5



                                  ARTICLE VIII

                                    OFFICERS

          SECTION 1. The Board of Directors, as soon as may be after the
election of directors in each year, shall elect a President, one or more Vice
Presidents, a Secretary and a Treasurer, and may from time to time elect a
Chairman of the Board and such other officers as they may deem proper. None of
such officers (except for the Chairman of the Board) need be a member of the
Board of Directors. The Board of Directors may appoint from the members of the
Executive Committee, a Chairman of the Executive Committee, if they shall have
established as Executive Committee pursuant to Article VI of these Bylaws.

          SECTION 2. The officers of the corporation shall hold office until
their successors are elected and qualify. Any officer elected or appointed by
the Board of Directors may be removed at any time with or without cause by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the corporation shall be filled by the Board of Directors.

          SECTION 3. The Board of Directors may authorize the execution of
contracts of employment between the corporation and one (1) or more of the
officers of the corporation. Removal of any such officer from his or her office
without cause by the directors shall not of itself affect any right to
compensation which such removed officer may have under such contract.

                            The Chairman of the Board

          SECTION 4. The Chairman of the Board shall preside at all meetings of
the shareholders and directors, including meeting of the Executive Committee, at
which such officer is present.

                     The Chairman of the Executive Committee

          SECTION 5. The Chairman of the Executive Committee, if such office
shall have been filled by the Board of Directors, shall, in the absence of the
Chairman of the Board, preside at all meetings of the shareholders and
directors.

                                  The President

          SECTION 6. Except as otherwise provided by the Board of Directors, the
President shall be the chief executive officer of the corporation and shall
have, within the limitations and subject to the procedures established from time
to time by resolution of the Board of Directors, general and active management
of the business of the corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect.

Bylaws of Chaparral (Virginia) Inc.                                       Page 6



                               The Vice Presidents

          SECTION 7. The Vice President, if there shall be one, or if there
shall be more than one, the Vice Presidents, in the order determined by the
Board of Directors, shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                     The Secretary and Assistant Secretaries

          SECTION 8. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
such meetings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He or she shall give, or cause
to be given, notice of all meetings of the shareholders and special meetings of
the Board of Directors, and shall perform such other duties as may be prescribed
by the Board of Directors or President, under whose supervision he or she shall
be. He or she shall have custody of the corporate seal of the corporation and
he, she, or an Assistant Secretary, shall have the authority to affix the same
to any instrument requiring it and when so affixed it may be attested by his or
her signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.

          SECTION 9. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries, in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     The Treasurer and Assistant Treasurers

          SECTION 10. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.

          SECTION 11. The Treasurer shall disburse the funds of the corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.

          SECTION 12. If required by the Board of Directors, the Treasurer shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his or her office and for the

Bylaws of Chaparral (Virginia) Inc.                                       Page 7



restoration to the corporation, in case of his or her death, resignation,
retirement or removal from office, of all books, papers, vouchers, moneys and
other property of whatever kind in his or her possession or under his control
belonging to the corporation.

          SECTION 13. The Assistant Treasurer, or, if there shall be more than
one, the Assistant Treasurers, in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                                   ARTICLE IX

                             CERTIFICATES FOR SHARES

          SECTION 1. The shares of the corporation shall be represented by
certificates signed by the President or a Vice President and the Secretary or an
Assistant Secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.

          When the corporation is authorized to issue shares of more than one
class, every certificate shall set forth upon the face or back of such
certificate a statement of the designations, preferences, limitations and
relative rights of the shares of each class authorized to be issued, as required
by the laws of the State of Delaware.

          SECTION 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon any such certificate shall have ceased
to be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he or she were such officer at the date
of its issue.

                                Lost Certificates

          SECTION 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

Bylaws of Chaparral (Virginia) Inc.                                       Page 8



                               Transfer of Shares

          SECTION 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
corporation.

                            Closing of Transfer Books

          SECTION 5. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other purpose, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period but
not to exceed, in any case, fifty (50) days. If the stock transfer books shall
be closed for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed for a least ten
(10) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix, in advance, a date as the record
date for any such determination of shareholders, such date in any case to be not
more than fifty (50) days and, in case of a meeting of shareholders, not less
than ten (10) days prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.

                             Registered Shareholders

          SECTION 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or inters in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Delaware.

Bylaws of Chaparral (Virginia) Inc.                                       Page 9



                                    ARTICLE X

                               GENERAL PROVISIONS

                                    Dividends

          SECTION 1. Subject to the provisions of the Certificate of
Incorporation relating thereto, if any, dividends may be declared by the Board
of Directors at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in property or in shares of the capital stock, subject to any
provisions of the Certificate of Incorporation.

          SECTION 2. Before payment of any dividend, there may be set aside, out
of any funds of the corporation available for dividends, such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for repairing or maintaining any property
of the corporation, or for such other purpose as the directors shall think
conducive to the interest of the corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.

                                     Checks

          SECTION 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   Fiscal Year

          SECTION 4. The fiscal year of the corporation shall begin on the first
day of June in each year, unless otherwise provided by the Board of Directors.

                                      Seal

          SECTION 5. The corporate seal of the corporation shall be in such form
as the Board of Directors shall prescribe. Said seal may be used by causing it
or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

                        Reliance on Books and Statements

          SECTION 6. A director shall be fully protected in relying in good
faith upon the books of account of the corporation or statements prepared by any
of its officials as to the value and amount of the assets, liabilities and/or
net profits of the corporation, or any other facts pertinent to the existence
and amount of surplus or other funds from which dividends might properly be
declared and paid.

Bylaws of Chaparral (Virginia) Inc.                                      Page 10



                        Contracts - Interest of Director

          SECTION 7. No contract or other transaction between the corporation
and any other corporation and no other act of the corporation shall, in the
absence of fraud, be invalidated or in any way affected by the fat that any of
the director of the corporation are pecuniarily or otherwise interested in such
contract, transaction or other act, or are directors or officers of such other
corporation. Any director of the corporation, individually, or any firm or
association of which any such director may be a member, may be a party to, or
may be pecuniarily or otherwise interested in, any contract or transaction of
the corporation, provided that the fact that he or she individually or such firm
or association is so interested shall be disclosed or shall have been known to
the Board of Directors; and any director of the corporation who is so interested
may be counted in determining the existence of a quorum at any meeting of the
Board of Directors which shall authorize any such contact or transaction, and
may vote thereat to authorize any such contract or transaction with like force
and effect as if he or she were not such director or officer of such other
corporation or not so interested, every director of the corporation being hereby
relieved from any disability which might otherwise prevent him or her from
carrying out transactions with or contracting with the corporation for the
benefit of himself or herself or any firm, corporation, association, trust or
organization in which or with which he or she may be in anywise interested or
connected.

          Any contract, transaction or act of the corporation or by the Board of
Directors which shall be ratified by a majority of the shareholders entitled to
vote at any annual meeting or at any special meeting called for that purpose
shall be as valid and binding as though ratified by every shareholder of the
corporation; provided, however, that any failure of the shareholders to approve
or ratify such contract, transaction or act when and if submitted, shall not be
deemed in any way to invalidate the same or to deprive the corporation, its
directors or officers of their right to proceed with such contract, transaction
or action.

                    Indemnification - Directors and Officers

          SECTION 8. The corporation may indemnify every person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the corporation, by
reason of the fact that said person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent or another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amount paid in settlement incurred by said person in
connection with such action, suit or proceeding, to the full extent permitted by
the laws of the State of Delaware in effect from time to time. The corporation
shall have the right and power to purchase and maintain insurance in such
principal amounts as shall be approved by resolution of the Board of Directors
of the corporation from time to time on behalf of each said person against any
liability asserted against and incurred by said person in any such aforesaid
capacity, or arising out of said person's status as such, to the full extent
permitted by the laws of the State of Delaware in effect from time to time.

Bylaws of Chaparral (Virginia) Inc.                                      Page 11



                                   ARTICLE XI

                                   AMENDMENTS

          These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted at any regular or special meeting of shareholders, or of the directors,
at which a quorum is present or represented, by the affirmative vote of a
majority of the outstanding stock entitled to vote, or of a majority of the
directors of the corporation, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting.

Bylaws of Chaparral (Virginia) Inc.                                      Page 12

EX-3.28

                                                                    Exhibit 3.28

                          CERTIFICATE OF INCORPORATION

                                       OF

                               CREOLE CORPORATION

                                    * * * * *

     First. The name of this corporation is CREOLE CORPORATION.

     Second. Its principal office in the State of Delaware is to be located at
100 West Tenth Street, in the City of Wilmington, County of New Castle, and its
resident agent is The Corporation Trust Company, 100 West Tenth Street
Wilmington, Delaware.

     Third. The nature of the business of the corporation and the objects and
purposes to be transacted, promoted and carried on are as follows:

     1. To transact any manufacturing or mining business and to purchase and
sell goods, wares and merchandise used for such business; to engage in the
business of producing, mining manufacturing, storing, transporting, buying and
selling of building materials of all kinds; including any and all raw materials
used in the production or manufacture thereof; to contract for the erection,
construction or repair of any building, structure or improvement, public or
private, and to erect, construct or repair same or any part thereof, and to
acquire, own, and prepare for use, any materials for such purposes.



     2. To purchase or otherwise acquire and to hold, own, mortgage, or
otherwise, lien, pledge, lease, sell, assign, exchange, transfer or in any
manner dispose of, and to invest, deal and trade in and with goods, wares,
merchandise and personal property of any and every class and description within
or without the State of Delaware.

     3. To purchase, take, own, hold, deal in, mortgage or otherwise lien, and
to lease, sell, exchange, convey, transfer, or in any manner whatever, dispose
of real property, with in or without the State of Delaware.

     4. To acquire by purchase, subscription, or otherwise, and to own, hold for
investment, or otherwise, and to use, sell, assign, transfer, mortgage, pledge,
exchange, or otherwise dispose of stock, bonds, debentures, notes, scrip,
securities, evidences of indebtedness, contracts or obligations of any
corporations, associations or trust estates, domestic or foreign, or of any firm
or individual, or of the United States, or any state, territory, or dependency
of the United States, or any foreign country, or any municipality, or local
authority, within or without the United States, and also to issue in exchange
therefor, stocks, bonds or other securities or evidences of indebtedness of the
corporation, and while the owner or holder of any such property, to receive,
collect and dispose of the interest, dividends and income on or from such
property, and to possess and exercise in respect thereto, all of the rights,
powers and privileges of ownership, including all voting power thereon.



     5. To aid in any manner, any corporation, association or trust estate,
domestic or foreign, or any firm or individual, any shares of stock in which, or
any bonds, debentures, notes, securities, evidences of indebtedness, contract or
obligations of which are held by or for it, directly or indirectly, or in which
or in the welfare of which it shall have any interest, and to do any acts
designed to protect, preserve, improve, or enhance the value of any property at
any time held or controlled by it, or in which it may be at any time interested,
directly or indirectly, or through other corporations, or otherwise; and to
organize or promote or facilitate the organization of subsidiary companies.

     6. To acquire the good will, rights and property, and to undertake the
whole, or any part of the assets and liabilities of any firm, person,
association or corporation; to pay for the same in cash, the stock of this
company, bonds, or otherwise; to hold or in any manner to dispose of the whole
or any part of the property so purchased; to conduct in any lawful manner the
whole or any part of any business so acquired; and to exercise all the powers
necessary or convenient in and about the conduct and management of such
business.

     7. To borrow money for any of the purposes of the corporation, and to draw,
make, accept, endorse, discount, execute, issue, sell, pledge, or otherwise
dispose of promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable, transferable or
non-transferable instruments and evidences of indebtedness,



and to secure the payment thereof and the interest thereon by mortgage or
pledge, conveyance or assignment, in trust of the whole or any part of the
property of the corporation at the time owned, or thereafter acquired.

     8. To guarantee the payment of dividends upon any capital stock, and to
endorse or otherwise guarantee the principal or interest or both of any bonds,
debentures, notes, scrip, or other obligations, or evidences of indebtedness, or
the performance of any contract or obligation of any other corporation, trust
estate or association, domestic or foreign, or of any firm or individual in
which it may have a lawful interest, and in so far and to the extent that such
guaranty may be permitted by law.

     9. To own, purchase, lease, or otherwise acquire lands and/or sand, gravel,
clay, shale, stone, dirt, timber and other substances, mineral and timber
rights in land, and to produce therefrom coal, oil, gas, minerals and other
substances, to develop such lands or rights in lands by operating mines and
other facilities thereon, and to market and sell products therefrom.

     10. To purchase or otherwise acquire, apply for, register, hold, use, sell,
or in any manner dispose of and to grant licenses or other rights in and in any
manner deal with patents, inventions, improvements, processes, formulas, trade
marks, trade names, rights and licenses secured under letters, patents,
copyrights, or otherwise.

     11. To purchase or otherwise acquire shares of its own stock and options
to purchase shares of its own stock (so far as may be permitted by law), and its
bonds, deben-



tures, notes, scrip, or other securities, or evidences of indebtedness, and to
cancel or to hold, transfer, or reissue the same to such persons, firms,
corporations, or associations, and upon such terms and conditions as the Board
of Directors may, in its discretion, determine, without offering any thereof on
the same terms, or on any terms, to the stockholders then of record, or to any
class of stockholders.

     12. To acquire, buy, hold, own, sell, lease, exchange, trade and otherwise
deal in any and all kinds of manufactured articles, raw materials, minerals,
oil, gases, liquids, animal and plant products, and any other goods, wares and
merchandise, articles, substances and things whatsoever, and generally to carry
on the business of storekeepers, merchants, factors, traders, importers and
exporters.

     13. To manufacture, improve, repair, and work upon minerals, metals, wood,
chemicals, animal and plant products or any other substances, or any of the
products and by-products thereof, or any article or thing into the manufacture
of which any of the foregoing may enter.

     14. To do any and all things necessary and proper for the accomplishment of
the objects herein enumerated or necessary or incidental to the protection and
benefit of the corporation, and in general to carry on any lawful business
necessary or incidental to the attainment of the purposes of the corporation,
whether or such business is similar in nature to the objects and powers
hereinabove set forth or otherwise.

     15. To do any and all of the things herein set forth as principal, agent,
contractor, trustee, or otherwise, alone or in company with others.

                                       5



     16. To have one or more offices and to conduct any or all of its operations
and business and to promote its objects, within or without the State of
Delaware, without restriction as to place or amount.

     The objects and purposes specified hereinabove shall be regarded as
independent objects and purposes, and except where otherwise expressed, shall be
in no way limited, nor restricted by reference to, or reference from the terms
of any other clause or paragraph of this Certificate of Incorporation.

     The foregoing shall be construed both as objects and powers and the
enumeration thereof shall not be held to limit or restrict in any manner the
general powers conferred on this corporation by the laws of the State of
Delaware.

     Fourth. The total number of shares of stock which this corporation is
authorized to issue is One Thousand (1,000) of the par value of One Dollar
($1.00) each, amounting to One Thousand Dollars ($1,000.00).

     No holder of any stock of the corporation shall be entitled as of right to
purchase or subscribe for any part of any stock of the corporation, authorized
by this certificate, or of any additional stock of any class to be issued by
reason of any increase of the authorized stock of the corporation, or of any
bonds, certificates of indebtedness, debentures or other securities convertible
into stock of the cor-



poration, but any stock authorized by this certificate or any such additional
authorized issue of new stock or of securities convertible into stock may be
issued and disposed of by the Board of Directors to such persons, firms,
corporations or associations for such consideration and upon such terms and in
such manner as the Board of Directors may in their discretion determine without
offering any thereof on the same terms or on any terms to the stockholders then
of record or to any class of stockholders.

     The corporation shall be entitled to treat the person in whose name any
share, right or option is registered as the owner thereof for all purposes and
shall not be bound to recognize any equitable or other claim to or interest in
such share, right or option on the part of any other person, whether or not the
corporation shall have notice thereof, save as may be expressly provided by the
laws of the State of Delaware.

     A director shall be fully protected in relying in good faith upon the books
of account of the corporation or statements prepared by any of its officials as
to the value and amount of the assets, liabilities and/or net profits of the
corporation, or any other facts pertinent to the existence and amount of surplus
or other funds from which dividends might properly be declared and paid.

     Without action by the stockholders, the shares of stock may be issued by
the corporation from time to time for such consideration as may be fixed from
time to time by the Board of Directors thereof, and any and all such shares so



issued, the full consideration for which has been paid or delivered, shall be
deemed fully paid stock and not liable to any further call or assessment
thereon, and the holder of such shares shall not be liable for any further call
or assessment thereon, or for any other payment thereon.

     Fifth. The minimum amount of capital with which it will commence business
is One Thousand and No/l00 Dollars ($1,000.00).

     Sixth. The name and place of residence of each of the incorporators are as
follows:

      NAME              RESIDENCE
      ----              ---------
S. H. Livesay      Wilmington, Delaware

F. J. Obara, Jr.   Wilmington, Delaware

A. D. Grier        Wilmington, Delaware

     Seventh. This corporation is to have perpetual existence.

     Eighth. The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.

     Ninth. All corporate powers shall be exercised by the Board of Directors,
except as otherwise provided by statute or by this Certificate of Incorporation.

     The Directors of the corporation shall be elected by the stockholders of
the corporation at the time and in the manner specified in the By-Laws of the
corporation; such election of directors need not be by ballot.



     Tenth. In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors is expressly authorized:

     1. To fix, determine and vary from time to time the amount to be
maintained as surplus and the amount or amounts to be set apart as working
capital.

     2. To set apart out of any of the funds of the corporation available for
dividends, a reserve or reserves for any proper purposes and/or to abolish any
such reserve in the manner in which it was created.

     3. To make, amend, alter, change, add to, or repeal By-laws for the
corporation without any action on the part of the stockholders. The By-laws made
by the directors may be amended, altered, changed, added to or repealed by the
stockholders.

     4. To authorize and cause to be executed mortgages and liens without limit
as to amount upon the real and personal property of the corporation, including
after-acquired property.

     5. From time to time to determine whether and to what extent and at that
times and places and under what conditions and regulations the books and
accounts of this corporation or any of them other than the stock ledger, shall
be open to the inspection of the stockholders, and no stock holder shall have
any right to inspect any account or book or document of the corporation, except
as conferred by law or authorized by resolution of the directors or of the
stockholders.



     6. To authorize the payment of compensation to the directors for services
to the corporation, including fees for attendance at meetings of the Board of
Directors, of the Executive Committee, and of other Committees, and to
determine the amount of such compensation and fees.

     7. To sell, lease or exchange all of its property and assets, including its
good will and its corporate franchises upon such terms and conditions and for
such consideration which may be in whole or in part shares of stock in and/or
other securities of any other corporation or corporations when and as authorized
by the affirmative vote of the holders of a majority of the stock issued and
outstanding having voting power given at a stockholders' meeting duly called
for that purpose or when authorized by the written consent of the holders of a
majority of the voting stock issued and outstanding.

     8. This corporation may in its By-laws confer powers additional to the
foregoing upon the directors, in addition to the powers and authorities
expressly conferred upon them by law.

     Eleventh. A director of the corporation shall not be disqualified by his
office from dealing or contracting with the corporation, either as vendor,
purchaser or otherwise, nor shall any transaction or contract of the corporation
be void or voidable by reason of the fact that any director or any firm of which
any director is a member or any corporation of which any director is a share
holder, officer or director is in any way interested in such transaction



on contract, provided that such transaction or contract is or shall be
authorized, ratified or approved either (1) by a vote of a majority of a quorum
of the Board of Directors or of the Executive Committee without counting in such
majority or quorum any director so interested, or member of a firm so
interested, or a share holder, officer or director of a corporation so
interested, or (2) by the written consent or by the vote of any stockholders'
meeting of the holders of record of a majority of all the outstanding shares of
stock of the corporation entitled to vote, nor shall any director be liable to
account to the corporation for any profits realized by or from or through any
such transaction or contract of the corporation authorized ratified or approved
as aforesaid by reason of the fact that he or any firm of which he is a member,
or any corporation of which he is a shareholder, officer or director was
interested in such transaction or contract. Nothing herein contained shall
create liability in the events above described or prevent the authorization,
ratification or approval of such transactions or contracts in any other manner
permitted by law.

     Any contract, transaction or act of the corporation or of the Board of
Directors which shall be ratified by a quorum of the stockholders entitled to
vote at any annual meeting or at any special meeting called for that purpose
shall be as valid and binding as though ratified by every stockholder of the
corporation; provided, however, that any failure of the stockholders to approve
or ratify



such contracts, transaction or act when and if submitted, shall not be deemed in
any way to invalidate the same or ________ deprive the corporation, its
directors or officers of their right to proceed with such contract, transaction
or action.

     It is hereby expressly provided that the directors and officers and former
directors and officers of the corporation shall be fully protected and
indemnified against any personal liability to others that may arise by reason
________ any of their actions taken in good faith on behalf or for the benefit
of the corporation to the full extent permitted by the laws of the State of
Delaware.

     Twelfth. Upon the written consent or vote of the holders of a majority in
aggregate number of the shares _______ stock of the corporation then outstanding
and entitled to vote, every statute of the State of Delaware (a) increasing,
diminishing or in any way affecting the rights, powers, or privileges of
stockholders of corporations organized under the general laws of said State, or
(b) giving effect to the action taken by any part, less than all, of the
stockholders of any such corporation, shall be binding upon the corporation and
every stockholder thereof to the same extent as if such statute had been in
force at the date of the making, filing and recording of this Certificate of
Incorporation of the corporation.

     Thirteenth. If the By-laws so provide, the stockholders, and directors
shall have power to hold their meetings, to have an office or offices and to
keep the books of



this corporation (subject to the provisions of the statute), outside the State
of Delaware, at such places as may be from time to time designated by the
By-laws or by resolution of the directors.

     Fourteenth. This corporation reserves the right to amend, alter change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by law, and all rights conferred officers,
directors and stockholders herein are granted subject to this reservation.

     We, the undersigned, being all of the incorporators hereinbefore named, for
the purpose of forming a corporation (pursuant to the General Corporation Law of
the State of Delaware, do make and file this Certificate of Incorporation,
hereby declaring and certifying that the facts herein stated are true, and
accordingly hereunto have set our respective hands and seals this 10th day of
May, A. D. 1966.


                                                              /s/ Illegible
                                                              ------------------


                                                              /s/ Illegible
                                                              ------------------


                                                              /s/ Illegible
                                                              ------------------



THE STATE OF DELAWARE   )
                        )       ss.
COUNTY OF NEW CASTLE    )

     BE IT REMEMBERED that on this 10th day of May, 1966, personally appeared
before me the subscriber, a Notary Public for the State and County aforesaid, S.
H. Livesay, F. J. Obara, Jr. and A. D. Grier, all the parties to the foregoing
Certificate of Incorporation, known to me personally to be such and severally
acknowledged the said Certificate to be their act and deed respectively, and
that the facts therein stated were truly set forth.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE the day and year aforesaid.


                                                        /s/ Illegible
                                                        ------------------------
                                                         Notary Public

                                                                [SEAL]

EX-3.29

                                                                    Exhibit 3.29

                                     BY-LAWS

                                       OF

                               CREOLE CORPORATION

                                   ----------

     SECTION 1. In addition to its principal office in the State of Delaware,
the Corporation may also have offices at such other places both within and
without the State of Delaware as the Board of Directors shall from time to time
determine.

     SECTION 2. All meetings of the stockholders for the election of directors
shall be held in the City of Dallas, State of Texas, at such place within such
city as the Board of Directors may determine and which shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof. Meetings
of stockholders for any other purpose may be held at such time and place, within
or without the State of Delaware, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.



     SECTION 3. An annual meeting of the stockholders of the Corporation,
commencing with the year 1966, shall be held on the third Friday of October in
each year, at 9:30 o'clock in the forenoon, unless such day is a legal holiday,
in which case such meeting shall be held on the first day thereafter which is
not a legal holiday. At such meeting the stockholders entitled to vote thereat
shall elect by a plurality vote a board of directors, and may transact such
other business as may properly be brought before the meeting.

     SECTION 4. Special meetings of the stockholders of the Corporation, for any
purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be held, upon call of the Chairman of the
Board of Directors, the President, the Board of Directors or the Executive
Committee and shall be held at the request in writing of stockholders owning a
majority in amount of the entire outstanding capital stock having voting power.
Such call shall state the time, place and purposes of the meeting.

     SECTION 5. Notice of the time and place of every meeting of stockholders
and of the business to be acted on at such meeting shall be mailed by the
Secretary or the officer performing his duties, at least ten days before



the meeting, to each stockholder of record having voting power and entitled to
such notice at his last known post office address; provided, however, that if a
stockholder be present at a meeting, or in writing waives notice thereof before
or after the meeting, notice of the meeting to such stockholder shall be
unnecessary.

     SECTION 6. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, during ordinary business hours, for a period
of at least ten days prior to the election, either at a place within the city,
town or village where the election is to be held and which place shall be
specified in the notice of the meeting, or, if not specified, at the place where
said meeting is to be held, and the list shall be produced and kept at the time
and place of election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.



     SECTION 7. The holders of a majority of the stock of the Corporation issued
and outstanding and having voting power present in person or represented by
proxy shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute, by the
certificate of incorporation, or by these by-laws, but less than a quorum shall
have power to adjourn any meeting from time to time without notice other than
announcement at the meeting. The holders of a majority of the stock present and
entitled to vote at a duly qualified meeting of stockholders shall have power to
act, unless the question is one upon which by express provision of the statutes
or of the certificate of incorporation or of these by-laws a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

     SECTION 8. At every meeting of stockholders each stockholder entitled to
vote thereat shall be entitled to one vote for each share of stock having voting
power registered in his name on the books of the Corporation, and may vote and
otherwise act in person or by proxy appointed by an instrument in



writing subscribed by such stockholder; but no proxy shall be voted upon more
than three (3) years after its date unless such proxy provides for a longer
period.

     SECTION 9. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken in connection with any corporate action by any
provisions of the statutes or of the certificate of incorporation or of these
by-laws, the meeting and vote of stockholders may be dispensed with if all the
stockholders who would have been entitled to vote upon the action if such
meeting were held shall consent in writing to such corporate action being taken.

     SECTION 10. The property and business of the Corporation shall be managed
by a Board of not less than 3, nor more than 15 directors. The first board shall
consist of three directors. Thereafter, within the limits herein specified, the
number of directors shall be fixed and may be changed, from time to time, by
resolution of the Board of Directors or by the stockholders at the annual
meeting. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 11 of these by-laws, and each
director elected shall hold office until his successor shall be elected and
shall qualify. Directors need not be stockholders.



     SECTION 11. If any vacancies occur in the Board of Directors caused by
death, resignation, retirement, disqualification or removal from office of any
director or otherwise, or any new directorship is created by any increase in the
authorized number of directors, a majority of the directors then in office,
though less than a quorum, may choose a successor or successors, or fill the
newly created directorship, and the directors so chosen shall hold office until
the next annual election of directors and until their successors shall be duly
elected and qualified, unless sooner displaced.

     SECTION 12. Meetings of the Board of Directors shall be held at the times
fixed by resolutions of the Board or upon call of the Chairman of the Board, the
President or any two directors and such meetings, whether regular or special,
may be held either within or without the State of Delaware. The Secretary or
officer performing his duties shall give reasonable notice (which need not in
any event exceed two (2) days) of all meetings of directors, provided that a
meeting may be held without notice immediately after the annual election, and
notice need not be given of regular meetings held at times fixed by resolution
of the Board. Meetings may be held at any



time without notice if all the directors are present or if those not present
waive notice either before or after the meeting. Notice by mail or telegraph to
the usual business or residence address of the directors not less than the time
above specified before the meeting shall be sufficient. One-third of the
directors, but in no case less than 2 directors, shall constitute a quorum for
the transaction of business, and the act of a majority of the directors present
at any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by the
certificate of incorporation or by these by-laws.

     SECTION 13. The Board of Directors shall have power to authorize the
payment of compensation to the directors for services to the Corporation,
including fees for attendance at meetings of the Board of Directors, of the
Executive Committee and of other committees and to determine the amount of such
compensation and fees.

     SECTION 14. The Board of Directors, as soon as may be after the election of
directors in each year, may appoint one of their number Chairman of the Board
and shall appoint one of their number President of the Corporation,



and shall also appoint one or more Vice-Presidents, a Secretary and a Treasurer,
and shall from time to time appoint such other officers as they may deem proper,
none of whom need to be a member of the Board of Directors. Two or more offices
may be held by the same person, except that where the offices of president and
secretary are held by the same person, such person shall not hold any other
office.

     SECTION 15. The term of office of all officers shall be until the next
election of directors and until their respective successors are chosen and
qualified, or until they shall die or resign but any officer may be removed from
office at any time by the Board of Directors. Vacancies in any office may be
filled by the Board at any meeting.

     SECTION 16. The officers of the Corporation shall have such powers and
duties as usually pertain to their offices, except as modified by the Board of
Directors, and shall also have such powers and duties as may from time to time
be conferred upon them by the Board of Directors. Without limiting the
generality of the foregoing provision, the Chairman of the Board of Directors or
the President, if there be no Chairman of the Board, shall



be the chief executive officer of the corporation and shall preside at all
meetings of the stockholders and directors at which such officer is present.

     SECTION 17. The Board of Directors, as soon as may be after the election in
each year, may, by a resolution passed by a majority of the whole Board, appoint
an Executive Committee, to consist of the Chairman of the Board, or the
President, and such number of the directors as the Board may from time to time
determine, which shall have and may exercise during the intervals between the
meetings of the Board all the powers vested in the Board except the power to
fill vacancies in the Board, the power to change the membership of or fill
vacancies in said Committee and the power to change the By-laws. The Board shall
have the power at any time to change the membership of such Committee and to
fill vacancies in it. The Executive Committee may make rules for the conduct of
its business and may appoint such committees and assistants as it may deem
necessary. A majority of the members of said committee shall constitute a
quorum. The Chairman of the Board or the President, if there is no Chairman of
the Board, shall be the Chairman of the Executive Committee.



     SECTION 18. In addition to the Executive Committee, the Board of Directors
may, by resolution passed by a majority of the whole Board, designate one or
more other committees, each committee to consist of two or more of the directors
of the Corporation, which, to the extent provided in said resolution, shall have
and may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may have power to authorize the
seal of the Corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors.

     SECTION 19. Whenever under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder at such address as appears on the books of the
Corporation, and such notice shall be deemed to be given at the time when the
same shall be thus mailed. Whenever notice is required to be given, a waiver
thereof in writing signed by the



person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

     SECTION 20. Certificates of stock shall be of such form and device as the
Board of Directors may elect and shall be signed by the Chairman of the Board of
Directors, the President, or a Vice-President and the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, but where any such
certificate is signed (1) by a transfer agent or an assistant transfer agent or
(2) by a transfer clerk acting on behalf of the Corporation and by a registrar,
the signatures of any such officers of the Corporation may be facsimiles,
engraved or printed.

     SECTION 21. The stock of the Corporation shall be transferable or
assignable only on the books of the Corporation by the holders in person, or by
attorney, on the surrender of the certificates therefor. The Board of Directors
may appoint one or more transfer agents and registrars of the stock.

     SECTION 22. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock



as the holder in fact thereof and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware.

     SECTION 23. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.

     SECTION 24. The Board of Directors shall have the power to close the stock
transfer books of the Corporation



for a period not exceeding Fifty (50) days preceding the date of any meeting of
stockholders, or the date for payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect or for a period of not exceeding fifty (50)
days in connection with obtaining the consent of stockholders for any purpose.
In lieu of closing the stock transfer books as aforesaid, the Board of Directors
is hereby authorized to fix in advance a date, not exceeding fifty (50) days
preceding the date of any meeting of stockholders or the date for the payment of
any dividend or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of and to vote at, any such
meeting and any adjournment thereof, or entitled to receive payment of any such
dividends, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent, and in such case such stockholders and only such stockholders as
shall be



stockholders of record on the date so fixed shall be entitled to such notice
of, and to vote at, such meeting and any adjournment thereof, or to receive
payment of such dividend, or to receive such allotment of rights, or to exercise
such rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.

     SECTION 25. The Board of Directors is authorized to select such
depositaries as they shall deem proper for the funds of the Corporation. All
checks and drafts against such deposited funds shall be signed and countersigned
by persons to be specified by the Board of Directors.

     SECTION 26. The corporate seal of the Corporation shall be in such form as
the Board of Directors shall prescribe. Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

     SECTION 27. Every person who now is or hereafter shall be a director,
officer or employee of the Corporation, shall be indemnified by the Corporation
against all costs and expenses (including counsel fees) actually and necessarily
incurred by him in connection with or resulting



from any action, suit or proceeding of whatever nature to which he is or shall
be made a party by reason of his being or having been a director, officer or
employee of the Corporation, or of another company in which this Corporation
owns shares of capital stock or of which it is a creditor (whether or not he is
such director, officer or employee at the time he is made a party to such
action, suit or proceeding or at the time such costs or expenses are incurred by
him), except in relation to matters as to which he shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of his duties as such director, officer or employee; provided,
however, that in the event such action, suit or proceeding shall be settled or
compromised, such right of indemnification shall be applicable only if it shall
be determined by a majority of the Board of Directors (without including any
such director for the purpose of determining the majority or a quorum) that said
director, officer or employee had not in any substantial way been derelict in
the performance of his duties, as charged in such action, suit or proceeding.
Such right of indemnification shall not be deemed exclusive of any other rights
to which any such person may



now or hereafter be otherwise entitled pursuant to statute, agreement, vote of
stockholders, or otherwise.

     SECTION 28. These by-laws may be altered or repealed at any regular meeting
of the stockholders or at any special meeting of the stockholders at which a
quorum is present or represented, provided notice of the proposed alteration or
repeal be contained in the notice of such special meeting, by the affirmative
vote of a majority of the stock entitled to vote at such meeting and present or
represented thereat, or by the affirmative vote of a majority of the board of
directors at any regular meeting of the board or at any special meeting of the
board if notice of the proposed alteration or repeal be contained in the notice
of such special meeting; provided, however, that no change of the time or place
of the meeting for the election of directors shall be made within sixty days
next before the day on which such meeting is to be held, and that in case of any
change of such time or place, notice thereof shall be given to each stockholder
in person or by letter mailed to his last known post-office address at least
twenty days before the meeting is held.

EX-3.30

                                                                    Exhibit 3.30

                                                          FILED
                                         in the office of the Secretary of State
                                                of the State of California

                                                        JAN 18 1996

                                                       /s/ Bill Jones
                                           ------------------------------------
                                                 BILL JONES, Secretary of State

                            ARTICLES OF INCORPORATION

                                       OF

                         PACIFIC CUSTOM MATERIALS, INC.

                                    ARTICLE I

     The name of the corporation is PACIFIC CUSTOM MATERIALS, INC.

                                   ARTICLE II

     The purpose of the corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                   ARTICLE III

     The name and address in the State of California of the corporation's
initial agent for service of process is:

                                  Alfred Schmid
                           9000 Carquinez Scenic Drive
                          Port Costa, California 94569

                                   ARTICLE IV

     The corporation is authorized to issue only one class of shares of stock,
which shall be designated common stock; and the total number of shares which the
corporation is authorized to issue is 100,000.

                                    ARTICLE V

     (a) The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.

     (b) The corporation is authorized to indemnify agents (as defined in
Section 317 of the Corporations Code) through Bylaw provisions, agreements with
agents, vote of shareholders or disinterested directors, or otherwise, to the
fullest extent permissible under California law.

     (c) Any amendment, repeal, or modification to any provision of this Article
V shall not adversely affect any right or

                                      -1-



protection of an agent of the corporation existing at the time of such
amendment, repeal, or modification.

Dated: January 18, 1996

                                                 /s/ David A. Rosenthal
                                           -------------------------------------
                                                    DAVID A. ROSENTHAL

     I hereby declare that I am the person who executed the foregoing Articles
of Incorporation, which execution is my act and deed.

                                                 /s/ David A. Rosenthal
                                           -------------------------------------
                                                    DAVID A. ROSENTHAL

                                                                         [Stamp]

                                      -2-

EX-3.31

                                                                    Exhibit 3.31

                                     BYLAWS
                                       OF

                          PACIFIC CUSTOM MATERIALS, INC
                            A California Corporation

                               ARTICLE I: OFFICES

          Section 1. PRINCIPAL OFFICE. The location of the corporation's
principal executive office shall be designated at the end of this paragraph. The
board of directors may change the location of the principal executive office to
any place within or outside of California. If the principal executive office is
located outside of California and the corporation has one or more business
offices in California, the board of directors shall fix and designate a
principal business office in California.

     The principal executive office is located at:

                           9000 Carquinez Scenic Drive
                              Port Costa, CA 94569

          Section 2. OTHER OFFICES. The board of directors may at any time
establish branch or subordinate offices at any place or places where the
corporation is qualified to do business.

                            ARTICLE II: SHAREHOLDERS

          Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held
at any place within or outside of California designated by the board of
directors and stated in the notice of the meeting. If no place is so specified,
shareholders' meetings shall be held at the corporation's principal executive
office.

          Section 2. ANNUAL MEETING. Annual meetings of the shareholders shall
be held on March 15 of each year at 10:00 a.m., or on any other date and time as
determined by the board of directors. However, if this date falls on a legal
holiday, then the meeting shall be held at the same time and place on the next
succeeding full business day. At this meeting, directors shall be elected and
any other proper business within the power of the shareholders may be
transacted.

          Written notice of the annual meeting of shareholders shall be given in
accordance with these bylaws.

          Section 3. SPECIAL MEETINGS; HOW CALLED. A special meeting of the
shareholders may be called at any time by any of the following: the board of
directors, the chief executive officer,

                                       1



president, chief financial officer, secretary, chairman of the board, or one or
more shareholders holding shares that in the aggregate are entitled to cast no
less than 10 percent of the votes at that meeting. For special meetings called
by anyone other than the board of directors, the person or persons calling the
meeting shall make a request in writing to the chairman of the board, the chief
executive officer, president vice president, or secretary, specifying a time and
date for the proposed meeting (which is not less than 35 nor more than 60 days
after receipt of the request) and the general nature of the business to be
transacted. Within 20 days after receipt, the officer receiving the request
shall cause notice to be given to the shareholders entitled to vote at the
meeting. The notice shall state that a meeting will be held at the time
requested by the person(s) calling the meeting, and shall state the general
nature of the business proposed to be transacted. If notice is not given within
20 days after receipt of the request, the person or persons requesting the
meeting may give the notice. Nothing in this paragraph shall limit, fix, or
affect the time or notice requirements for shareholder meetings called by the
board of directors.

          Section 4. NOTICE OF MEETINGS; TIME AND CONTENTS. Notice of meetings
of shareholders shall be sent or otherwise given not less than 10 nor more than
60 days before the meeting date to the shareholders entitled to vote thereat.
The notice shall specify the place, date, and hour of the meeting. It shall also
state (a) for special meetings, the general nature of the proposed business, or
(b) for annual meetings, those matters which the board of directors at the time
of giving the notice intends to present for action by the shareholders. If
directors are to be elected, the notice shall include the names of all nominees
and persons whom the board intends to present for election, as of the date of
the notice. The notice shall also state the general nature of any proposed
action at the meeting to approve:

          (a) A transaction in which a director has a financial interest, within
the meaning of Section 310 of the California Corporations Code;

          (b) An amendment of the Articles of Incorporation under Section 902 of
that Code;

          (c) A reorganization under Section 1201 of that Code;

          (d) A voluntary dissolution of the corporation under Section 1900 of
that code; or

          (e) A distribution in dissolution that requires approval of the
outstanding shares under Section 2007 of that Code.

                                       2



          The manner of giving notice and the determination of shareholders
entitled to receive notice shall be in accordance with these bylaws.

          Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any
shareholders' meeting shall be given either (a) personally, or (b) by
first-class mail or by telegraphic or other written communication, charges
prepaid, addressed to the shareholder at the address appearing on the
corporation's books or supplied by the shareholder for purposes of notice. If
the corporation has no such address for a shareholder, notice shall be either
(a) sent by first-class mail addressed to the shareholder at the corporation's
principal executive office, or (b) published at least once in a newspaper of
general circulation in the county where the corporation's principal executive
office is located. Notice is deemed to have been given at the time it was
delivered personally, deposited in the mail, or sent by other means of written
communication.

          If any notice or report mailed to a shareholder at the shareholder's
address (as specified in the preceding paragraph) is returned marked "unable to
deliver" at that address, subsequent notices or reports shall be deemed to have
been duly given without further mailing if the corporation holds the document
available for the shareholder on written demand at its principal executive
office for one year from the date on which the notice or report was sent to the
other shareholders.

          An affidavit, certificate, or declaration of mailing (or other
authorized means of delivery) of any notice of shareholders' meeting, report, or
other document sent to shareholders shall be executed by the corporate
secretary, assistant secretary, or transfer agent, and filed in the
corporation's minute book.

          Section 6. ADJOURNED MEETINGS; NOTICE. Shareholders' meetings (either
annual or special) may be adjourned from time to time by a vote of the majority
of the shareholders represented at that meeting in person or by proxy, whether
or not a quorum is present; however, in the absence of a quorum, no other
business may be transacted, except as specifically authorized in these bylaws.

          If a meeting is adjourned to another time or place, new notice is not
required if the new time and place were announced at the original meeting,
unless (a) the board sets a new record date for this purpose, or (b) the
adjournment is for more than 45 days from the original meeting date, in which
case the board must set a new record date. If a new record date is set, new
notice shall be given to the shareholders of record as of that date, in the same
manner as other notices of meetings. At an adjourned meeting, the corporation
may transact any business that would be proper at the original meeting.

                                       3



          Section 7. WAIVER OF NOTICE OR CONSENT BY ABSENTEES. The transactions
of any shareholders' meeting, either annual or special, however called and
noticed and wherever held, shall be as valid as though they were had at a
meeting duly held after regular call and notice, if a quorum is present either
in person or by proxy, and if each person entitled to vote but not present at
the meeting signs a written waiver of notice, a consent to holding the meeting,
or an approval of the minutes. Shareholders' signatures may be obtained either
before or after the meeting. The waiver of notice or consent need not specify
either the intended business or the purpose of the meeting, except that if
action is taken or proposed to be taken regarding any of the matters specified
in Section 601(f) of the California Corporations Code (and listed above in the
paragraph on contents of notices of shareholder meetings), the general nature of
the action or proposed action must be stated in the waiver of notice or consent.
All written waivers, consents, and approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.

          Notice is also waived by a shareholder's attendance at the meeting,
unless the shareholder at the beginning of the meeting objects to the
transaction of any business on the ground that the meeting was not lawfully
called or convened. Attendance and failure to object to the validity of the
meeting, however, does not constitute a waiver of any right to object
expressly, at a meeting, to consideration of matters required by law to be
included in the notice of the meeting which were not so included.

          Section 8. ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action
that could be taken at an annual or special meeting of shareholders, except for
the election of directors (see following paragraph), may be taken without a
meeting and without prior notice, if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding shares having at least
the minimum numbers of votes necessary to authorize or take that action at a
meeting at which all shares entitled to vote on that action were present and
voting.

          Directors may be elected without a meeting only by the unanimous
written consent of all shares entitled to vote for the election of directors,
except that vacancies the board is entitled to fill (vacancies other than those
caused by removal of a director) may be filled by the written consent of a
majority of the outstanding shares entitled to vote.

          All written consents shall be filed with the secretary of the
corporation and maintained in the corporate records. Anyone who has given a
written consent may revoke it by a writing received by the secretary of the
corporation before written consents of the number of shares required to
authorize the proposed action have been filed with the secretary.

                                       4



          Unless the consents of all shareholders entitled to vote have been
solicited in writing, the secretary shall give prompt notice of any corporate
action approved by the shareholders without a meeting by less than unanimous
consent, to those shareholders entitled to vote who have not consented in
writing. As to approvals required by California Corporations Code Section 310
(transactions in which a director has a financial interest), Section 317
(indemnification of corporate agents), Section 1201 (corporate reorganization),
or Section 2007 (certain distributions on dissolution), notice of the approval
shall be given at least ten days before the consummation of any action
authorized by the approval. Notice shall be given in the manner specified in
these bylaws for notice of shareholders' meetings.

          Section 9. RECORD DATE FOR SHAREHOLDER NOTICE AND VOTING.

          (a) For purposes of determining the shareholders entitled to receive
notice of and vote at a shareholders' meeting or give written consent to
corporate action without a meeting, the board may fix in advance a record date
that is not more than 60 days nor less than 10 days before the date of any such
meeting, or not more than 60 days before any such action without a meeting.

          (b) If no record date has been fixed:

               (i) The record date for determining shareholders entitled to
receive notice of and vote at a shareholders' meeting shall be the business day
next preceding the day on which notice is given, or if notice is waived as
provided in these bylaws, the business day next preceding the day on which the
meeting is held;

               (ii) The record date for determining shareholders entitled to
give written consent to corporate action without a meeting shall be the day on
which the action to be approved was taken by the board, or, if the board has not
yet acted, the day on which the first written consent is given; and

               (iii) The record date for any other purpose shall be as set forth
in the section of these bylaws regarding record date for purposes other than
notice and voting.

          (c) A determination of shareholders of record entitled to receive
notice of and vote at a shareholders' meeting shall apply to any adjournment of
the meeting unless the board fixes a new record date for the adjourned meeting.
However, the board shall fix a new record date if the adjournment is to a date
more than 45 days after the date set for the original meeting.

          (d) Except as otherwise required by law, only shareholders of record
on the corporation's books at the close of business on the record date shall be
entitled to any of the notice

                                       5



and voting rights listed in subsection (a) of this section, notwithstanding any
transfer of shares on the corporation's books after the record date.

          Section 10. QUORUM. The presence in person or by proxy of the holders
of a majority of the shares entitled to vote at any meeting of shareholders
shall constitute a quorum for the transaction of business. The shareholders
present at a duly called or held meeting at which a quorum was initially present
may continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum; however, any action taken
(other than adjournment) must be approved by at least a majority of the shares
requires to constitute a quorum.

          Section 11. VOTING. The corporation shall determine the shareholders
entitled to vote at any shareholders' meeting in accordance with bylaw
provisions on the record date, subject to Sections 702 through 704 of the
California Corporations Code (concerning the voting of shares held by a
fiduciary, a corporation, or joint owners). Except as otherwise provided by law
or as otherwise provided in the Articles of Incorporation or these bylaws, each
outstanding share shall be entitled to one vote on each matter submitted to a
vote of the shareholders.

          The shareholders may vote by voice vote or by ballot, except that if
any shareholder so demands before the voting begins, any election for directors
must be by ballot. On any matter other than the election of directors, a
shareholder may vote part of his or her shares in favor of the proposal and
refrain from voting the remaining shares or vote them against the proposal. If a
shareholder does not specify the number of shares being voted, it will be
conclusively presumed that the shareholder's vote covers all shares which that
shareholder is entitled to vote.

          If a quorum is present (or if a quorum had been present earlier at the
meeting but some shareholders have withdrawn), the affirmative vote of a
majority of the shares represented and voting, provided such affirmative vote
also constitutes a majority of the number of shares required for a quorum, shall
be the act of the shareholders unless the vote of a greater number or voting by
classes is required by statute or by the Articles of Incorporation.

          Section 12. CUMULATIVE VOTING. Cumulative voting for the election of
directors is permitted if one or more shareholders present at the meeting give
notice, before the voting begins, of their intention to cumulate votes (i.e.,
cast for any candidate a number of votes greater than the number of votes which
that shareholder would normally be entitled to cast). If any shareholder has
given such notice, and if the candidates' names have been placed in nomination,
then all shareholders entitled to vote may cumulate their votes, giving any
nominated candidate a

                                       6



number of votes equal to the number of directors to be elected multiplied by the
number of votes to which that shareholder's shares are normally entitled, or
distributing the cumulative number of votes among any or all of the candidates.
The elected directors shall be those candidates (up to the number of
directorships open for election) receiving the most votes.

          Section 13. PROXIES. Every person entitled to vote for directors or on
any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by the person and filed with
the secretary of the corporation. A proxy shall be deemed signed if the
shareholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission, or otherwise) by the shareholder or the
shareholder's attorney in fact.

          A validly executed proxy that does not state that it is irrevocable
shall continue in full force and effect unless (a) it is revoked by the person
who executed the proxy, either by a writing delivered to the corporation before
the proxy has been voted, or by attendance at the meeting; or (b) the
corporation receives written notice of the shareholder's death or incapacity
before the vote pursuant to that proxy has been counted; provided, however, that
no proxy shall be valid after the expiration of 11 months from the date of the
proxy unless the proxy itself provides otherwise.

          Proxies stating on their face that they are irrevocable shall be
governed by Sections 705(e) and 705(f) of the California Corporations Code.

          Section 14. VOTING TRUSTS. If any shareholders file a voting trust
agreement with the corporation, the corporation shall take notice of its terms
and trustee limitations.

          Section 15. ELECTION INSPECTORS. Before any shareholders' meeting, the
board of directors may appoint any persons other than nominees for office to act
as election inspectors. If no election inspectors have been so appointed, the
chairman of the meeting may, and on the request of any shareholder or
shareholder's proxy shall, appoint election inspectors at the meeting. The
number of inspectors shall be either 1 or 3. If inspectors are appointed at the
meeting on the request of one or more shareholders or their proxies, the holders
of a majority of shares or their proxies present at the meeting shall determine
whether 1 or 3 inspectors are to be appointed. If any inspector fails to appear
or fails or refuses to act, the chairman of the meeting may, and on the request
of any shareholder or shareholder's proxy shall, appoint a person to fill that
vacancy. These inspectors shall (a) determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum, and the authenticity, validity, and

                                       7



effect of proxies; (b) receive votes, ballots, or consents; (c) hear and
determine all challenges and questions in any way arising in connection with the
right to vote; (d) count and tabulate all votes or consents; (e) determine when
the polls shall close; (f) determine the result; and (g) do any other acts that
may be proper to conduct the election or vote with fairness to all shareholders.

                             ARTICLE III: DIRECTORS

          Section 1. POWERS. Subject to the provisions of the California General
Corporation Law and any limitations in the Articles of Incorporation and these
bylaws relating to actions requiring approval by the shareholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
board of directors.

          Without prejudice to these general powers, and subject to the same
limitations, the board of directors shall have the power to:

          (a) Select and remove all officers, agents, and employees of the
corporation; prescribe any powers and duties for them that are consistent with
law, with the Articles of Incorporation, and with these bylaws; fix their
compensation; and require from them security for faithful service;

          (b) Change the principal executive office or the principal business
office in the State of California from one location to another; qualify the
corporation to do business in any other state, territory, dependency, or
country; conduct business within or outside the State of California; and
designate any place within or outside the State of California for the holding of
any shareholders' meeting;

          (c) Adopt, make and use a corporate seal; prescribe the forms of
certificates of stock; and alter the form of the seal and certificates;

          (d) Authorize the issuance of shares of corporate stock on any lawful
terms, in consideration of money paid, labor done, services actually rendered,
debts or securities canceled, or tangible or intangible property actually
received; and

          (e) Borrow money and incur indebtedness on behalf of the corporation,
and cause to be executed and delivered for the corporation's purposes, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, and other evidences of debt and securities.

                                       8



          Section 2. NUMBER OF DIRECTORS. The authorized number of directors
shall be as set forth below. This number can be changed by an amendment to the
Articles of Incorporation or an amendment to this bylaw adopted by the vote or
written consent of a majority of the outstanding shares entitled to vote. If the
number of directors is indicated as being not less than a stated minimum and not
more than a stated maximum (which is no case shall be greater than two times the
stated minimum minus one), then the exact number of directors shall be fixed,
within the limits specified, by approval of the board of directors or
shareholders. However, if the fixed number or minimum number of directors is
five or more, an amendment that would reduce the fixed number or minimum number
of directors to a number less than five cannot be adopted if the votes cast
against its adoption at a meeting or the shares not consenting to an action by
written consent are equal to more than one sixth (16 2/3 percent) of the
outstanding shares entitled to vote.

                                DIRECTORS: THREE

          Section 3. ELECTION AND TERM OF DIRECTORS. Directors shall be elected
at each annual shareholders' meeting, to hold office until the next annual
meeting. Election of directors by written consent without a meeting requires the
unanimous written consent of the outstanding shares entitled to vote. Each
director, including a director elected to fill a vacancy, shall hold office
until the expiration of the term for which elected and until a successor has
been elected and qualified.

          No reduction of the authorized number of directors shall have the
effect of removing any director before his or her term of office expires.

          Section 4. VACANCIES. A vacancy in the board of directors shall be
deemed to exist (a) if a director dies, resigns, or is removed by the
shareholders or an appropriate court, as provided in Section 303 or Section 304
of the California Corporations Code; (b) if the board of directors declares
vacant the office of a director who has been convicted of a felony or declared
of unsound mind by an order of court; (c) if the authorized number of directors
is increased; or (d) if at a shareholders' meeting the shareholders fail to
elect the full authorized number of directors. Vacancies (except for those
caused by a director's removal) may be filled by a majority of the remaining
directors, whether or not they constitute a quorum, or by a sole remaining
director.

          Vacancies on the board caused by the removal of a director (except for
vacancies created when the board declares the office of a director vacant as
provided in clause (b) of the first paragraph of this section) may be filled
only by the shareholders,

                                       9



either by majority vote of the shares represented and voting at a meeting at
which a quorum is present, or by the unanimous written consent of all shares
entitled to vote.

          Any director may resign effective on giving written notice to the
chairman of the board, the chief executive officer, president the secretary, or
the board of directors, unless the notice specifies a later effective date. If
the resignation is effective at a future time, the board of directors may elect
a successor to take office when the resignation becomes effective.

          The shareholders may elect a director at any time to fill a vacancy
not filled by the board of directors.

          The term of office of a director elected to fill a vacancy shall run
until the next annual shareholders' meeting, and the director shall hold office
until a successor is elected and qualified.

          Section 5. PLACE OF MEETINGS. Regular meetings of the board of
directors may be held at any place within or outside the State of California as
designated from time to time by the board. In the absence of a designation,
regular meetings shall be held at the principal executive office of the
corporation. Special meetings of the board may be held at any place within or
outside the State of California designated in the notice of the meeting, or if
the notice does not state a place, at the principal executive office of the
corporation. Any meeting, regular or special, may be held by conference
telephone or similar communication equipment, provided that all directors
participating can hear one another, and all such directors shall be deemed to be
present at the meeting.

          Section 6. ANNUAL DIRECTORS' MEETING. Immediately after each annual
shareholders' meeting, the board of directors shall hold a regular meeting at
the same place or at any other place designated by the board, to elect officers
and transact other necessary business as desired. Notice of this meeting shall
not be required unless some place other than the place of the annual
shareholders' meeting has been designated.

          Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the board
of directors shall be held without call at times to be fixed by the board of
directors from time to time. Such regular meetings may be held without notice.

          Section 8. SPECIAL MEETINGS. Special meetings of the board of
directors may be called for any purpose or purposes at any time by the chairman
of the board, the chief executive officer, president any vice president, the
secretary, or any two directors.

          Special meetings shall be held on 4 days' notice by mail or 48 hours'
notice delivered personally or by telephone or

                                       10



telegraph. Oral notice given personally or by telephone may be transmitted
either to the director or to a person at the director's office who can
reasonably be expected to communicate it promptly to the director. Written
notice, if used, shall be addressed to each director at his or her address shown
on the corporate records. The notice need not specify the purpose of the
meeting, nor need it specify the place if the meeting is to be held at the
principal executive office of the corporation.

          Section 9. WAIVER OF NOTICE. Notice of a meeting, if otherwise
required, need not be given to any director who (a) either before or after the
meeting signs a waiver of notice or a consent to holding the meeting without
being given notice, (b) signs an approval of the minutes of the meeting, or (c)
attends the meeting without protesting the lack of notice before or at the
beginning of the meeting. Waivers of notice or consents need not specify the
purpose of the meeting. All such waivers, consents, and approvals of the
minutes, if written, shall be filed with the corporate records or made a part of
the minutes of the meeting.

          Section 10. QUORUM. A majority of the authorized number of directors
shall constitute a quorum for the transaction of business, except for
adjournment.

          Except as otherwise required by California Corporations Code Section
310 (approval of contracts or transactions in which a director has a material
financial interest), Section 311 (appointment of committees), and Section 317
(e) (indemnification of directors), every act done or decision made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be deemed the act of the board of directors, unless a different
requirement is imposed by the Articles of Incorporation.

          A meeting at which a quorum was initially present may continue to
transact business despite the withdrawal of directors, if the action taken is
approved by at least a majority of the quorum required for that meeting.

          Section 11. ADJOURNMENT TO ANOTHER TIME OR PLACE. Whether or not a
quorum is present, a majority of the directors present may adjourn any meeting
to another time and place.

          Section 12. NOTICE OF ADJOURNED MEETING. Notice of the time and place
of resuming an adjourned meeting need not be given if the adjournment is for 24
hours or less. If the adjournment is for more than 24 hours, notice of the new
time and place shall be given, before the time set for resuming the meeting, to
any directors who were not present at the time of adjournment, but need not be
given to directors who were present at the time of adjournment.

                                       11



          Section 13. ACTION WITHOUT A MEETING BY WRITTEN CONSENT. Any action
required or permitted to be taken by the board of directors may be taken without
a meeting, if all members of the board individually or collectively consent in
writing to that action. Any action by written consent shall have the same effect
as a unanimous vote of the board of directors. All such written consents shall
be filed with the minutes of the proceedings of the board of directors.

          Section 14. COMPENSATION OF DIRECTORS. Directors and members of
committees of the board may be compensated for their services, and shall be
reimbursed for expenses, as fixed or determined by resolution of the board of
directors. This section shall not preclude any director from serving the
corporation as an officer, agent, employee, or in any other capacity, and
receiving compensation for those services.

          Section 15. REIMBURSEMENT OF NONDEDUCTIBLE COMPENSATION. If all or
part of the compensation, including expenses, paid by the corporation to a
director, officer, employee, or agent is finally determined not to be allowable
to the corporation as a federal or state income tax deduction, the director,
officer, employee, or agent to whom the payment was made shall repay to the
corporation the amount disallowed. The board of directors shall enforce
repayment of each such amount disallowed by the taxing authorities.

                             ARTICLE IV: COMMITTEES

          Section 1. EXECUTIVE AND OTHER COMMITTEES OF THE BOARD. The board of
directors, by resolution adopted by a majority of the authorized number of
directors, may create one or more committees with the authority of the board
("board committees" or "committees of the board"), including an executive
committee. Each board committee shall consist of two or more directors, and may
have one or more alternative members, also directors. Appointment of members and
alternate members requires the affirmative vote of a majority of the authorized
number of directors. Committees of the board, to the extent provided in the
board resolution establishing the committee, may be granted any or all of the
powers and authority of the board except for the following:

          (a) Approving any action for which the California Corporations Code
also requires the approval of the shareholders or of the outstanding shares;

          (b) Filling vacancies on the board of directors or any committee of
the board;

          (c) Fixing directors' compensation for serving on the board or a
committee of the board;

          (d) Adopting, amending, or repealing bylaws;

                                       12



          (e) Amending or repealing any resolution of the board of directors
which by its express terms is not so amendable or repealable;

          (f) Making distributions to shareholders, except at a rate or in a
periodic amount or within a price range determined by the board of directors; or

          (g) Appointing other committees of the board or their members.

          Section 2. MEETINGS AND ACTIONS OF BOARD COMMITTEES. Meetings and
actions of committees of the board shall be governed by the bylaw provisions
applicable to meetings and actions of the board of directors as to place of
meetings, regular meetings, special meetings, waiver of notice, quorum,
adjournment, notice of adjournment, and action by written consent without a
meeting, with such changes in the context of those bylaws as are necessary to
substitute the committee and its members for the board of directors and its
members, except that (a) the time of regular committee meetings may be
determined either by resolution of the board of directors or by resolution of
the committee; (b) special committee meetings may also be called by resolution
of the board of directors; (c) notice of special committee meetings shall also
be given to all alternate members; and (d) alternate members shall have the
right to attend all meetings of the committee. The board may adopt rules, not
inconsistent with the bylaws, for the governance of committees of the board.

          Section 3. NON-BOARD COMMITTEES. One or more committees without the
power and authority of the board ("non-board" committees) may be created by
board resolution, for investigative and other appropriate purposes. Membership
on non-board committees is not limited to directors. To bind the corporation,
actions of non-board committees must be ratified by the board of directors.

                               ARTICLE V: OFFICERS

          Section 1. OFFICERS; ELECTION. The corporation shall have a chief
executive officer, a secretary, and a chief financial officer. There may also be
other officers as specified in the bylaws or designated by the board. Any
number of offices may be held by the same person. The officers of the
corporation (except for subordinate officers appointed in accordance with the
provisions below) shall be elected annually by the board of directors. All
officers shall serve at the pleasure of the board.

          Section 2. CHAIRMAN OF THE BOARD. The chairman of the board, if such
an officer be elected, shall, if present, preside at meetings of the board of
directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the board of directors or prescribed by the
bylaws. If there is

                                       13



no president, the chairman of the board shall in addition be the chief executive
officer of the corporation and shall have the powers and duties prescribed in
Section 3 of this Article V.

          Section 3. PRESIDENT Subject to such supervisory power, if any, as may
be given by the board of directors to the chairman of the board, if there be
such an officer, the president shall be the chief executive officer of the
corporation and shall, subject to the control of the board of directors, have
general supervision, direction, and control of the business and officers of the
corporation. He shall preside at all meetings of the shareholders and, in the
absence of the chairman of the board, or if there be no such officer, at all
meetings of the board of directors. He shall have the general powers and duties
of management usually vested in the office of the chief executive officer of a
corporation, and shall have such other powers and duties as may be prescribed by
the board of directors or the bylaws.

          Section 4. SECRETARY. The secretary shall have the following duties:

          (a) MINUTES. The secretary shall be present at and take the minutes of
all meetings of the shareholders, the board of directors, and committees of the
board. If the secretary is unable to be present, the secretary or the presiding
officer of the meeting shall designate another person to take the minutes of the
meeting. The secretary shall keep, or cause to be kept, at the principal
executive office or such other place as designated by the board of directors, a
book of minutes of all meetings and actions of the shareholders, the board of
directors, and committees of the board. The minutes of each meeting shall state
the following: The time and place of the meeting; whether it was regular or
special; if special, how it was called or authorized; the notice given or
waivers or consents obtained; the names of directors present at board or
committee meetings; the number of shares present or represented at shareholders'
meetings, and an accurate account of the proceedings.

          (b) RECORD OF SHAREHOLDERS. The secretary shall keep or cause to be
kept, at the principal executive office or at the office of the transfer agent
or registrar, a record or duplicate record of shareholders. This record shall
show the names of all shareholders and their addresses, the number and classes
of shares held by each, the number and date of share certificates issued to each
shareholder, and the number and date of cancellation of any certificates
surrendered for cancellation.

          (c) NOTICE OF MEETINGS. The secretary shall give notice, or cause
notice to be given, of all shareholders' meetings, board meetings, and committee
meetings for which notice is required by statute or by the bylaws. If the
secretary or other person authorized by the secretary to give notice fails to
act, notice of

                                       14



any meeting may be given by any other officer of the corporation. The secretary
shall maintain records of the mailing or other delivery of notices and documents
to shareholders or directors, as prescribed by the bylaws or by the board of
directors.

          (d) OTHER DUTIES. The secretary shall keep the seal of the
corporation, if any, in safe custody. The secretary shall have such other powers
and perform such other duties as prescribed by the bylaws or by the board of
directors.

          Section 5. CHIEF FINANCIAL OFFICER. The chief financial officer, who
may also be referred to as the treasurer, shall keep or cause to be kept
adequate and correct books and records of accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings,
and shares. The books of account shall at all reasonable times be open to
inspection by any director.

          The chief financial officer shall (1) deposit corporate funds and
other valuables in the corporation's name and to its credit with depositories
designated by the board; (2) disburse corporate funds as authorized by the
board; (3) whenever requested by the board or the chief executive officer,
render a statement of the corporation's financial condition and an account of
all transactions he or she has conducted as chief financial officer; and (4)
exercise such other powers and perform such other duties as prescribed by the
bylaws or by the board of directors.

          The chief financial officer shall be deemed the treasurer for any
purpose requiring action by the corporation's treasurer.

          Section 6. VICE PRESIDENTS. There may be one or more vice presidents,
as determined by the board. In the absence or disability of the chief executive
officer, the chief executive officer's duties and responsibilities shall be
carried out by the highest-ranking available vice president, or if there are two
or more unranked vice presidents, by a vice president designated by the board of
directors. When so acting, a vice president shall have all the powers of and be
subject to all the restrictions on the president. Vice presidents shall have
such other powers and perform such other duties as prescribed by the bylaws or
assigned from time to time by the board of directors or the chief executive
officer.

          Section 7. SUBORDINATE OFFICERS. The board of directors may appoint,
and may empower the chief executive officer to appoint, subordinate officers as
required by the corporation's business, whose duties shall be as provided in the
bylaws or as determined from time to time by the board of directors or the chief
executive officer.

                                       15



          Section 8. REMOVAL AND RESIGNATION OF OFFICERS. Any officer chosen by
the board of directors may be removed by the board at any time, with or without
cause or notice. Subordinate officers appointed by persons other than the board
may be removed at any time, with or without cause or notice, by the board or by
the person by whom appointed. A removed officer shall have no claim against the
corporation or individual officers or board members arising from such removal
(other than any rights he or she may have to monetary compensation or damages
under an employment contract).

          Any officer may resign at any time by giving the corporation written
notice. Unless otherwise specified in the notice, resignations shall take effect
on the date the notice is received, and acceptance of the resignation is not
necessary to make it effective. An officer's resignation or its acceptance by
the corporation shall not prejudice any rights the corporation may have to
monetary damages under an employment contract.

          Section 9. VACANCIES IN OFFICES. Vacancies in offices resulting from
an officer's death, resignation, removal, disqualification, or any other cause
shall be filled by the board or by the person, if any, authorized by the bylaws
or the board to make an appointment to that office.

          Section 10. COMPENSATION. Salaries of officers and other shareholders
employed by the corporation shall be fixed from time to time by the board of
directors or established under employment agreements approved by the board of
directors. No officer shall be prevented from receiving this salary because he
or she is also a director of the corporation.

          Section 11. REIMBURSEMENT OF NONDEDUCTIBLE COMPENSATION. If all or
part of the compensation, including expenses, paid by the corporation to a
director, officer, employee, or agent is finally determined not to be allowable
to the corporation as a federal or state income tax deduction, the director,
officer, employee, or agent to whom the payment was made shall repay to the
corporation the amount disallowed. The board of directors shall enforce
repayment of each such amount disallowed by the taxing authorities.

                      ARTICLE VI: INDEMNIFICATION OF AGENTS

          Section 1. INDEMNIFICATION OF AGENT.

          (a) DEFINITIONS. For the purposes of this section, "agent" means any
person who is or was a director, officer, employee, or other agent of this
corporation or its predecessor, and any person who is or was serving as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise at the request of this corporation or its
predecessor; "proceeding" means any threatened,

                                       16



pending, or completed action or proceeding, whether civil, criminal,
administrative, or investigative; and "expenses" include but are not limited to
attorneys' fees and any expenses of establishing a right to indemnification
under this section.

          (b) DIRECTOR LIABILITY. The liability of the directors of the
corporation for monetary damages shall be eliminated to the fullest extent
permissible under California law.

          (c) LAWSUITS OTHER THAN BY THE CORPORATION. This corporation shall
have the power to indemnify any person who was or is a party, or is threatened
to be made a party to any proceeding (other than an action by or in the right of
this corporation to procure a judgment in its favor) by reason of the fact that
such person is or was an agent of this corporation, against expenses, judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with such proceeding, if the agent acted in good faith and in a
manner the agent reasonably believed to be in the best interests of this
corporation. If there are criminal charges, the agent must have had no
reasonable cause to believe that his or her conduct was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction, or
plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the agent did not act in good faith and in a manner that the
agent reasonably believed to be in the best interests of this corporation, or
that the agent had reasonable cause to believe that his or her conduct was
unlawful.

          (d) LAWSUITS BY OR ON BEHALF OF THE CORPORATION. This corporation
shall have the power to indemnify any person who was, is, or is threatened to be
made a party by reason of the fact that that person is or was an agent of this
corporation, to any threatened, pending, or completed legal action by or in the
right of this corporation to procure a judgment in its favor, against expenses
actually and reasonably incurred by the agent in connection with the defense or
settlement of that action, if the agent acted in good faith, in a manner the
agent believed to be in the best interests of this corporation and its
shareholders. However, the corporation shall not indemnify:

               (1) Any amount paid with respect to a claim, issue, or matter for
which the agent has been adjudged liable to this corporation in the performance
of his or her duty to the corporation and its shareholders except for any
expenses (exclusive of judgment or settlement amount) specifically authorized
by the court in which the proceeding is or was pending in accordance with
statutory requirements;

               (2) Any amount paid in settling or otherwise disposing of a
pending lawsuit without court approval;

                                       17



               (3) Any expenses incurred in defending a pending action that is
settled or otherwise disposed of without court approval.

          (e) SUCCESSFUL DEFENSE BY AGENT. If the agent is successful on the
merits, the corporation shall indemnify the agent for expenses actually and
reasonably incurred.

          (f) APPROVAL; WHEN REQUIRED. Unless indemnification is mandatory
because of the agent's successful defense on the merits, indemnification can be
made only as to a specific case upon a determination that indemnification is
proper in the circumstances because the agent has met the applicable standard of
conduct, and must be authorized by one of the following: (1) a majority vote of
the board with a quorum consisting of directors who are not parties to the
proceeding; (2) independent legal counsel in a written opinion if a quorum of
directors who are not parties to such a proceeding is not obtainable; (3) the
affirmative vote of a majority of the outstanding shares entitled to vote and
present or represented at a duly held meeting at which a quorum is present or by
the written consent of a majority of the outstanding shares entitled to vote
(without counting shares owned by the person seeking indemnification as either
outstanding or entitled to vote); or (4) the court in which the proceeding is or
was pending, upon application by the corporation, the agent, the agent's
attorney, or other person rendering services in connection with the defense,
regardless of whether the corporation opposes the application.

          (g) ADVANCING EXPENSES. Expenses incurred or to be incurred in
defending any proceeding may be advanced by this corporation before the final
disposition of the proceeding, on receipt of an undertaking by or on behalf of
the agent to repay the amount of the advance, if it shall be determined
ultimately that the agent is not entitled to be indemnified as authorized in
this section.

          (h) ADDITIONAL INDEMNIFICATION RIGHTS. This corporation shall, in
addition, be authorized to provide indemnification of agents for breach of duty
to the corporation and its shareholders through agreements with such agents in
excess of the indemnification otherwise permitted by Section 317 of the
California General Corporation Law, subject to the limits on such excess
indemnification as set forth in Section 204 of the California General
Corporation Law. In the absence of any agreement expressly providing such excess
indemnification for an agent of the corporation, the corporation shall, to the
fullest extent permitted by Section 317 of the California General Corporation
Law, indemnify each such agent against expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with any
proceeding arising by reason of the fact that any such person is or was an agent
of the corporation. Nothing contained in this section shall affect any

                                       18



right to indemnification to which persons other than directors and officers of
this corporation or any subsidiary may be entitled by contract or otherwise.

          (i) LIMITATIONS. No indemnification or advance shall be made under
this section (except where indemnification is required because of the agent's
successful defense on the merits) if it would be inconsistent with (i) a
provision of the Articles of Incorporation or bylaws, a resolution of the
directors or shareholders, or an agreement in effect at the time the alleged
cause of action accrued which prohibits or limits indemnification, or (ii) a
condition expressly imposed by a court in approving a settlement.

          (j) INSURANCE. If the board of directors so decides, the corporation
may purchase and maintain insurance on behalf of any agent of the corporation
against any liability asserted against or incurred by the agent in that capacity
or arising out of the agent's status as such, whether or not the corporation
would have the power to indemnify the agent against that liability.

          (k) FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. The requirements and
limitations imposed by this section do not apply to any proceeding against any
trustee, investment manager, or other fiduciary of an employee benefit plan in
that person's capacity as such, even though that person may also be an agent of
the corporation. The corporation shall have the power to indemnify, and to
purchase and maintain insurance on behalf of, any such trustee, investment
manager, or other fiduciary of any benefit plan for any of the corporation's
directors, officers, or employees or those of any of its subsidiary or
affiliated corporations. Furthermore, this section shall not limit any right to
indemnification that such a trustee, investment manager, or other fiduciary may
have as a contract right enforceable by law.

                        ARTICLE VII: RECORDS AND REPORTS

          Section 1. SHAREHOLDER LISTS; INSPECTION BY SHAREHOLDERS. The
corporation shall keep at its principal executive office or at the office of its
transfer agent or registrar, as the board shall determine, a record of the names
and addresses of all shareholders and the number and class of shares held by
each.

          A shareholder or group of shareholders holding 5 percent or more of
the outstanding voting shares of the corporation may (a) inspect and copy the
record of shareholders' names and addresses and shareholdings during usual
business hours, on 5 days' prior written demand on the corporation; and/or (b)
obtain from the corporation's transfer agent, on written demand and tender of
the transfer agent's usual charges for this service, a list of the names and
addresses of shareholders entitled to vote for the

                                       19



election of directors and their shareholdings, as of the most recent date for
which a record has been compiled or as of a specified date which is later than
the date of demand. This list shall be made available within 5 days after demand
or within 5 days after the specified later date as of which the list is to be
compiled.

          The record of shareholders shall also be open to inspection during
usual business hours, on the written demand of any shareholder or holder of a
voting trust certificate, for a purpose reasonably related to the holder's
interest in the corporation. Any inspection or copying under this section may be
made in person or by the holder's agent or attorney.

          Section 2. MAINTENANCE OF BYLAWS. The corporation shall keep at its
principal executive office, or if its principal executive office is not in
California, at its principal business office in this state, the original or a
copy of the bylaws as amended to date, which shall be open to inspection by the
shareholders at all reasonable times during office hours. If the principal
executive office of the corporation is outside of California and the corporation
has no principal business office in this state, the secretary shall, upon a
shareholder's written request, furnish to that shareholder a copy of the bylaws
as amended to date.

          Section 3. MINUTES AND ACCOUNTING RECORDS. The minutes of proceedings
of the shareholders, board of directors, and committees of the board, and the
accounting books and records shall be kept at the principal executive office of
the corporation, or at such other place or places as designated by the board of
directors. The minutes shall be kept in written form, and the accounting books
and records shall be kept either in written form or in a form capable of being
converted into written form. The minutes and accounting books and records shall
be open to inspection during usual business hours on the written demand of any
shareholder or holder of a voting trust certificate, for a purpose reasonably
related to the holder's interests in the corporation. The inspection may be made
in person or by an agent or attorney, and includes the right to copy and make
extracts. These rights of inspection shall extend to the records of each
subsidiary of the corporation.

          Section 4. INSPECTION BY DIRECTORS. Every director shall have the
absolute right at any reasonable time to inspect all books, records, and
documents of every kind and the physical properties of the corporation and each
of its subsidiary corporations. This inspection may be made by the director in
person or by an agent or attorney, and the right of inspection includes the
right to copy and make extracts of documents.

                                       20



          Section 5. ANNUAL REPORT TO SHAREHOLDERS. Inasmuch as, and for as long
as, there are less than 100 shareholders, the requirement of an annual report to
shareholders referred to in Section 1501 of the California Corporations Code is
expressly waived. However, nothing in this provision shall be interpreted as
prohibiting the board of directors from issuing annual or other periodic reports
to the shareholders, as the board considers appropriate.

          SECTION 6. FINANCIAL STATEMENTS. The corporation shall keep a copy of
any annual financial statement, quarterly or other periodic income statement,
and accompanying balance sheets on file in its principal executive office for 12
months; these documents shall be exhibited (or copies provided) to shareholders
at all reasonable times. If no annual report for the last fiscal year has been
sent to shareholders, on written request of any shareholder made more than 120
days after the close of the fiscal year, the corporation shall deliver or mail
to the shareholder, within 30 days after receipt of the request, a balance sheet
as of the end of that fiscal year and an income statement and statement of
changes in financial position for that fiscal year.

          A shareholder or shareholders holding 5 percent or more of the
outstanding shares of any class of stock of the corporation may request in
writing an income statement for the most recent three-month, six-month, or
nine-month period (ending more than 30 days before the date of the request) of
the current fiscal year, and a balance sheet as of the end of that period. If
such documents are not already prepared, the chief financial officer shall cause
them to be prepared and shall deliver them personally or by mail to the
requesting shareholders within 30 days after the receipt of the request. A
balance sheet, income statement, and statement of changes in financial position
for the last fiscal year shall also be included, unless the corporation has sent
the shareholders an annual report for the last fiscal year.

          Quarterly income statements and balance sheets referred to in this
section shall be accompanied by the report, if any, of independent accountants
engaged by the corporation, or a certificate by the authorized corporate officer
stating that the financial statements were prepared without audit from the
corporation's books and records.

          Section 7. ANNUAL INFORMATION STATEMENT.

          (a) Every year, during the calendar month in which the original
Articles of Incorporation were filed with the California Secretary of State or
during the preceding five calendar months, the corporation shall file a
statement with the Secretary of State on the prescribed form, setting forth the
authorized number of directors; the names and complete business or residence
addresses of the chief executive officer, the secretary, and the chief

                                       21



financial officer; the street address of the corporation's principal executive
office or principal business office in this state; a statement of the general
type of business constituting the principal business activity of the
corporation, and a designation of the corporation's agent for service of
process, all in compliance with Section 1502 of the Corporations Code of
California.

          (b) Notwithstanding the provisions of paragraph (a) of this section,
if there has been no change in the information contained in the corporation's
last annual statement on file in the Secretary of State's office, the
corporation may, in lieu of filing the annual statement, advise the Secretary of
State, on the appropriate form, that no changes in the required information have
occurred during the applicable period.

                     ARTICLE VIII: GENERAL CORPORATE MATTERS

          Section 1. RECORD DATE FOR DIVIDENDS AND DISTRIBUTIONS. For purposes
of determining the shareholders entitled to receive payment of dividends or
other distributions or allotment of rights, or entitled to exercise any rights
in respect of any other lawful action (other than voting at and receiving notice
of shareholders' meetings and giving written consent of the shareholders without
a meeting), the board of directors may fix, in advance, a record date not more
than 60 nor less than 10 days before the date of the dividend payment,
distribution, allotment, or other action. If a record date is so fixed, only
shareholders of record at the close of business on that date shall be entitled
to receive the dividend, distribution, or allotment of rights, or to exercise
the other rights, as the case may be, notwithstanding any transfer of any shares
on the corporate books after the record date, except as otherwise provided by
statute.

          If the board of directors does not so fix a record date in advance,
the record date for these purposes shall be at the close of business on the
later of (a) the day on which the board of directors adopts the applicable
resolution or (b) the 60th day before the date of the dividend payment,
distribution, allotment of rights, or other action.

          Section 2. AUTHORIZED SIGNATORIES FOR CHECKS. All checks, drafts, or
other orders for payment of money, notes, and other evidences of indebtedness
issued in the name of or payable to the corporation shall be signed or endorsed
in the manner and by the persons authorized, from time to time, by the board of
directors.

          Section 3. EXECUTING CONTRACTS AND INSTRUMENTS. The board of
directors, except as otherwise provided in these bylaws, may authorize any of
its officers or agents to enter into any contract or execute any instrument in
the name of and on behalf of

                                       22



the corporation. This authority may be general or it may be confined to one or
more specific matters. No officer, agent, employee, or other person purporting
to act on behalf of the corporation shall have any power or authority to bind
the corporation in any way, pledge its credit, or render it liable for any
purpose in any amount, unless that person was acting with authority duly granted
by the board of directors as provided in these bylaws, or unless an unauthorized
act was later ratified by the corporation.

          Section 4. SHARE CERTIFICATES. One or more certificates for shares of
the capital stock of the corporation shall be issued to each shareholder when
any of the shareholder's shares are fully paid.

          All certificates shall certify the number of shares and the class or
series of shares represented by the certificate. All certificates shall be
signed in the name of the corporation by (a) one of the following: the chairman
or vice chairman of the board of directors, the chief executive officer,
president or any vice president; and (b) one of the following: the chief
financial officer, any assistant treasurer, the secretary, or any assistant
secretary. Any of the signatures on the certificate may be facsimile. If a party
who has signed share certificates ceases to be an officer or other agent before
the certificate is issued, the corporation may issue the certificate with the
same effect as if that person were an officer, transfer agent, or registrar at
the date of issue.

          The share certificates shall state, by way of appropriate legend, any
restrictions on share ownership or transfer, and any other statements required
by applicable federal or state securities regulations.

          Section 5. LOST CERTIFICATES. Except as provided in this section, no
new certificates for shares shall be issued to replace old certificates unless
the old certificates are surrendered to the corporation for cancellation at the
same time. If share certificates or certificates for any other security have
been lost, stolen, or destroyed, the board of directors may authorize the
issuance of replacement certificates on terms and conditions as the board may
require, which may include a requirement that the owner give the corporation a
bond or other adequate security sufficient to protect the corporation against
any claim that may be made against it (including any expenses or liability) on
account of the alleged loss, theft, or destruction of the old certificate or the
issuance of the replacement certificate.

          Section 6. SHARES OF OTHER CORPORATIONS: HOW VOTED. Shares of other
corporations standing in the name of this corporation shall be voted by the
chief executive officer or a person designated by the chief executive officer.
If neither of

                                       23



them is able to act, the shares may be voted by a person designated by the board
of directors. The authority to vote shares includes the authority to execute a
proxy in the corporation's name for purposes of voting the shares.

          Section 7. CONSTRUCTION AND DEFINITIONS. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in
Sections 100 through 195 of the California Corporations code shall govern the
construction of these bylaws. Without limiting the generality of this provision,
the singular number includes the plural, the plural number includes the
singular, and the term "person" includes a corporation and a natural person.

                             ARTICLE IX: AMENDMENTS

          Section 1. AMENDMENT OF ARTICLES OF INCORPORATION. Unless otherwise
provided under California Corporations Code Sections 900 through 911, amendments
to the Articles of Incorporation may be adopted if approved by the board and
approved by a majority of the outstanding shares entitled to vote, either before
or after approval by the board. An amendment to the Articles of Incorporation
shall be effective as of the date that the appropriate certificate of amendment
is filed with the Secretary of State.

          Section 2. AMENDMENT OF BYLAWS. Except as otherwise required by law or
by the Articles of Incorporation, these bylaws may be amended or repealed, and
new bylaws may be adopted, by the board of directors or by a majority of the
outstanding shares entitled to vote.

                                       24



                            CERTIFICATE OF SECRETARY

     I, the undersigned, do hereby certify:

     (1) I am the duly elected and acting Secretary of PACIFIC CUSTOM MATERIALS,
INC.

     (2) The foregoing Bylaws, comprising twenty-four (24) pages, constitute the
Bylaws of that corporation as duly adopted by Written Consent taken as of
January 22, 1996.

     IN WITNESS WHEREOF, I have hereunto subscribed my name this        day of
                                                                 ------
January, 1996.


                                                        /s/ Alfred Schimd
                                                        ------------------------
                                                        ALFRED SCHIMD
                                                        Secretary

                                       25

EX-3.32

                                                                    Exhibit 3.32

                               State of California
                                     [Seal]

                                                                         [Stamp]

                               SECRETARY OF STATE

     I, Kevin Shelley, Secretary of State of the State of California, hereby
certify:

     That the attached transcript of 1 page(s) was prepared by and in this
office from the record on file, of which it purports to be a copy, and that it
is full, true and correct.

                        IN WITNESS WHEREOF, I execute this certificate and affix
                        the Great Seal of the State of California this day of

[Seal]

                                                  JUN - 2 2003
                                    --------------------------------------------

                                               /s/ Kevin Shelley

                                                Secretary of State



[Seal]                         Secretary of State                      Form CP-1

                                   Bill Jones

                       STATEMENT OF PARTNERSHIP AUTHORITY

          IMPORTANT - Read instructions on back before completing form.


- ----------------------------------------------------------------------------------------------------------------------
                                                   
1.  NAME OF PARTNERSHIP

    Riverside Cement Company
- ----------------------------------------------------------------------------------------------------------------------
2.  STREET ADDRESS OF CHIEF EXECUTIVE OFFICE                          CITY/STATE/COUNTRY             ZIP CODE

    1341 W. Mockingbird Lane                                             Dallas, Texas             75247
- ----------------------------------------------------------------------------------------------------------------------
3.  STREET ADDRESS OF A CALIFORNIA OFFICE, IF ANY                     CITY                        ZIP CODE

    660 N. Diamond Bar Blvd.                                Diamond Bar        CALIFORNIA          91765
- ----------------------------------------------------------------------------------------------------------------------
4.      A. LIST THE FULL NAMES AND MAILING       OR: [_]  B. STATE THE FULL NAME AND MAILING ADDRESS OF AN AGENT
    [X]    ADDRESSES OF ALL PARTNERS APPOINTED               AND MAINTAINED BY THE PARTNERSHIP WHO WILL MAINTAIN A
           (ATTACH ADDITIONAL PAGES, IF NECESSARY)           LIST OF THE NAMES AND MAILING ADDRESSES OF ALL PARTNERS.

NAME: TXI Riverside Inc.                              NAME:

ADDRESS: 1341 W. Mockingbird Lane                     ADDRESS:

CITY: Dallas    STATE/COUNTRY: TX  ZIP CODE: 75247    CITY:

                                                      STATE/COUNTRY:

NAME: TXI California Inc.                             ZIP CODE:

ADDRESS: 1341 W. Mockingbird Lane

CITY: Dallas      STATE/COUNTRY: TX    ZIP CODE: 75247
- ----------------------------------------------------------------------------------------------------------------------
5.  NAMES OF ALL PARTNERS AUTHORIZED TO EXECUTE INSTRUMENTS TRANSFERRING REAL PROPERTY HELD IN THE NAME OF THE
    PARTNERSHIP (ATTACH ADDITIONAL PAGES, IF NECESSARY)

    PARTNER NAME: TXI Riverside Inc.                  PARTNER NAME:

    PARTNER NAME: TXI California Inc.                 PARTNER NAME:

    PARTNER NAME:                                     PARTNER NAME:
- ----------------------------------------------------------------------------------------------------------------------
6.  OTHER MATTERS, IF ANY: (ATTACH ADDITIONAL PAGES, IF NECESSARY)





- ----------------------------------------------------------------------------------------------------------------------
7.  NUMBER OF PAGES ATTACHED, IF ANY:    0
- ----------------------------------------------------------------------------------------------------------------------
8.  I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF                 For Secretary Of State Use
    CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
    TXI Riverside Inc.

    /s/ Robert C. Moore                  June 30, 1998                            FILE # 301 998 183 004
by: -------------------------------    -----------------------------------
    SIGNATURE OF PARTNER               DATE EXECUTED                              DOCUMENT # 769

    Robert C. Moore, Vice President     Dallas County, Texas
    -------------------------------    -----------------------------------
    TYPE OR PRINT NAME OF PARTNER      COUNTY AND STATE EXECUTED
    TXI California Inc.

    /s/ Robert C. Moore                 June 30, 1998                                           FILED
by: -------------------------------    -----------------------------------         In the office of the Secretary of
    SIGNATURE OF PARTNER               DATE EXECUTED                               State of the State of California

    Robert C. Moore, Vice President     Dallas County, Texas
    -------------------------------    -----------------------------------
    TYPE OR PRINT NAME OF PARTNER      COUNTY AND STATE EXECUTED
- --------------------------------------------------------------------------------
    RETURN TO:                                                                            /s/ Bill Jones

    NAME:                                                                           BILL JONES, Secretary of State

    ADDRESS:

    CITY:                     STATE/COUNTRY:                    ZIP CODE:
- ----------------------------------------------------------------------------------------------------------------------

EX-3.33

                                                                    Exhibit 3.33

                             JOINT VENTURE AGREEMENT

     THIS JOINT VENTURE AGREEMENT (this "Agreement") is dated effective as of
January 1, 1991 and is executed by and between Riverside Cement Company, a
Delaware corporation (herein referred to as "the Company"), and RVC Venture
Corp., a Delaware corporation (herein referred to as "RVC"). The Company and RVC
are sometimes herein referred to individually as a "Partner" and collectively,
as the "Partners".

                                    ARTICLE I
                                     GENERAL

1.1  Formation

     The Partners hereby associate themselves in the formation of a general
partnership (the "Partnership") pursuant to the Partnership Act. Except as
otherwise provided herein, the rights and obligations of the Partners shall be
governed by the provisions of the Partnership Act.

1.2  Name

     The name of the Partnership shall be Riverside Cement Company. The Partners
may change the name of the Partnership or adopt such trade or fictitious names
as they may determine to be appropriate.

1.3  Certificate Requirements

     The Partners hereby agree to execute and deliver all certificates
(including, without limitation, the assumed name certificate required by the
Assumed Business or Professional Name Act of the State of California), amended
certificates or other documents and to accomplish all filings, publishings,
recordings and other acts as may be necessary to comply with the requirements of
law for the formation, continuation and operation of a general partnership under
the laws of the State of California and any other jurisdiction where the
Partnership shall conduct, or propose to conduct, business in accordance with
this Agreement. Prior to conducting business in any jurisdiction, the
Partnership shall, to the extent required by the laws of such jurisdiction,
cause the Partnership to qualify to conduct business as a foreign partnership in
such jurisdiction.

1.4  Nature of Partnership Interest

     The Partnership Interest of each Partner shall be personal property for all
purposes.

                                       -1-



                                   ARTICLE II
                              CERTAIN DEFINED TERMS

     As used in this Agreement, the following terms have the respective meanings
assigned or referred to below:

               "Actual Net Book Value" shall have the meaning specified in
     Section 6.1.5.

               "Advancing Partner" shall have the meaning specified in Section
     6.2.3.

               "Affiliate" shall mean (a) with respect to either Partner, any
     Person that, directly or indirectly, (i) owns 10% or more of the
     outstanding voting securities of such Partner or (ii) controls or is
     controlled by or is under common control with such Partner and (b) with
     respect to any individual (including, without limitation, the General
     Manager), any Person that is a relative (within the third degree of
     consanguinity) or spouse of such individual or is a relative (within the
     third degree of consanguinity) of such spouse or is a ward, guardian,
     employer or employee of such individual or such spouse or is a trust or
     estate in which such individual owns a 5% or greater beneficial interest or
     of which such individual serves as trustee, executor or in any similar
     capacity. As used in the preceding sentence, the term "control" means the
     possession, directly or indirectly, of the power to direct or cause the
     direction of the management and policies of the Partner referred to,
     whether through ownership of voting securities, by contract or otherwise,
     and the terms, "controlled" and "controls" shall have meanings correlative
     to the foregoing.

               "Agreed Value" shall mean the fair market value of any
     partnership property as agreed to in writing by the Partners.

               "Allocable Share" shall, with respect to each Partner, mean 50%.

               "Appraisal Panel" shall have the meaning specified in Section
     16.2.

               "Assets" shall mean all of the assets, rights, franchises and
     properties of the Company of every type and description, real, personal and
     mixed, tangible and intangible, and wherever located, except for the
     Excluded Assets.

               "Assumed Obligations" shall have the meaning specified in Section
     6.1.2.

                                      -2-



               "Authorized Representative" shall have the meaning specified in
     Section 7.1.2.

               "Bankruptcy Code" shall mean Title 11 of the United States Code
     entitled "Bankruptcy", as amended from time to time, and any successor
     statute thereto.

               "Business" shall mean importing (through RIC Company, a Texas
     partnership), manufacturing (at the Crestmore and Oro Grande manufacturing
     facilities) and selling cement and (through Partin Limestone Products,
     Inc., a California corporation) producing and selling limestone.

               "Business Plan" shall have the meaning specified in Section
     7.7(c).

               "Buy-Sell Closing" shall have the meaning specified in Section
     15.2(e).

               "Buy-Sell Notice" shall have the meaning specified in Section
     15.2(a).

               "Capital Call" shall have the meaning specified in Section
     6.2.2(d).

               "Capital Request" shall have the meaning specified in Section
     6.2.2(b).

               "Cash Contribution" shall have the meaning specified in Section
     6.1.3.

               "Code" shall mean the Internal Revenue Code of 1986, as amended.

               "Commencement" shall mean the closing of the initial capital
     contribution specified in Section 6.1.

               "Company" shall have the meaning specified in the opening
     paragraph hereof.

               "Conveyance" shall have the meaning specified in Section 6.1.2.

               "Current Business Plan" shall mean the Business Plan most
     recently approved by the Management Committee in accordance with Section
     7.7 (b), as modified by the Management Committee from time to time in
     accordance with Section 7.7(e).

               "Default Notice" shall have the meaning specified in Section
     6.2.3.

                                      -3-



               "Defaulter" shall have the meaning specified in Section 12.1.

               "Defaulting Partner" shall have the meaning specified in Section
     6.2.3.

               "Deposit Account" shall have the meaning specified in Section
     6.2.4.

               "Due Date" shall have the meaning specified in Section 6.2.2(d).

               "Election Date" shall have the meaning specified in Section
     6.2.3.

               "Election Notice" shall have the meaning specified in Section
     6.2.3.

               "Equalizing Distribution" shall have the meaning specified in
     Section 6.1.4.

               "Estimated Net Book Value" shall have the meaning specified in
     Section 6.1.3.

               "Event of Default" shall have the meaning specified in Section
     12.1.

               "Excluded Assets" shall mean the assets of the Company listed on
     the Schedule of Excluded Assets attached hereto as Exhibit A.

               "Fair Market Value" shall have the meaning specified in Section
     16.2(b).

               "Funding" shall have the meaning specified in Section 6.1.1.

               "General Manager" shall have the meaning specified in Section
     7.2.1(a).

               "Liquidating Trustee" shall have the meaning specified in Section
     12.5(b).

               "Loan Proceeds" shall have the meaning specified in Section
     6.1.1.

               "Management Committee" shall have the meaning specified in
     Section 7.1.1.

               "Material Lender" shall mean a Partner which holds aggregate
     outstanding Partner Loans in an amount (including principal and accrued and
     unpaid interest) which is

                                      -4-



     $25,000,000 or more in excess of the amount of outstanding Partner Loans
     (including principal and accrued and unpaid interest) held by the other
     Partner.

               "Market" shall mean the geographic area described in Exhibit B
     hereto.

               "Net Distribution Value" shall have the meaning specified in
     Section 16.2(c).

               "Net Fair Market Value" shall have the meaning specified in
     Section 16.2(d).

               "Non-Defaulter" shall have the meaning specified in Section
     12.3(a).

               "Non-Fixed Assets Property" shall have the meaning specified in
     Section 16.2(e).

               "Offeree" shall have the meaning specified in Section 7.10.2.

               "Offeror" shall have the meaning specified in Section 7.10.2.

               "Participation Notice" shall have the meaning specified in
     Section 7.10.2.

               "Partner Loan" shall have the meaning specified in Article X.

               "Partnership Act" shall mean the California Uniform Partnership
     Act, as amended from time to time, and any successor to such Act.

               "Partnership Interest" shall mean, with respect to each Partner,
     the entire interest of such Partner in the Partnership.

               "Partnership Loan" shall have the meaning specified in Section
     6.1.1.

               "Partnership Fixed Assets" shall have the meaning specified in
     Section 16.2(f).

               "Percentage Interests" of the Partners shall mean the percentages
     set forth opposite their respective names below:

                    Company             50%
                    RVC                 50%

                                      -5-



               "Person" shall mean an individual, estate, corporation,
     partnership, joint venture, trust, unincorporated organization, association
     or other entity.

               "Prime Rate" shall mean the annual rate of interest published by
     Citibank, N.A. from time to time as its "prime" rate of interest.

               "Project" shall mean the Assets and Business to be acquired by
     the Partnership pursuant to this Agreement.

               "Project Site" shall mean the facilities located at the Port of
     Los Angeles, California, Oro Grande, the City and County of Riverside, San
     Diego, Stockton, San Juan Capistrano, Diamond Bar Lucerne Valley, and San
     Bernardino County, California included in the Assets and utilized in the
     conduct of the Business.

               "Recipient Partner" shall have the meaning specified in Section
     15.2(a).

               "Requested Capital" shall have the meaning specified in Section
     6.2.2(b).

               "RVC" shall have the meaning specified in the opening paragraph
     hereof.

               "Tendering Partner" shall have the meaning specified in Section
     15.2(a).

               "Transfer" shall mean, with respect to any asset or interest or
     any portion thereof, the mortgage, pledge, hypothecation, transfer, sale,
     assignment or other disposition of such asset or interest or any right or
     interest therein whether voluntarily, by operation of law or otherwise and
     whether directly or indirectly.

               "Transferee" shall have the meaning specified in Section 16.2(g).

               "Transferor" shall have the meaning specified in Section 16.2(h).

               "Treasury" shall mean the United States Department of the
     Treasury.

               "Valuation Date" shall have the meaning specified in Section
     16.2(i).

                                      -6-



                                   ARTICLE III
                                     PURPOSE

     The sole purpose and business of the Partnership shall be (a) to acquire
the Project pursuant to and in accordance with the terms and provisions of this
Agreement, (b) to engage in the Business of in conjunction with the operation of
the Project, (c) to engage in such other related businesses as the Partners
shall determine, (d) to enter into, from time to time, such financing
arrangements as the Partners may determine to be necessary, appropriate or
advisable to enable the Partnership to accomplish the purposes set forth in
clauses (a), (b) and (c) of this sentence, (e) to mortgage, pledge, assign,
grant a security interest in, or otherwise encumber, lease, exchange or
otherwise dispose of, all or a part of the Project, the Project Site or any
other assets of the Partnership to secure such financing arrangements and (f) to
engage in all activities and to enter into, exercise the rights and enjoy the
benefits under, and discharge the obligations of the Partnership pursuant to,
all contracts, agreements and documents that may be necessary, appropriate or
advisable to enable the Partnership to accomplish the purposes set forth in
clauses (a), (b), (c), (d) and (e) of this sentence.

                                   ARTICLE IV
                                      TERM

4.1  Term and Termination

     The term of the Partnership shall commence on the effective date hereof and
shall continue until terminated as provided in Article XII.

4.2  Rescission

     On or before June 15, 1991, at the election of either party hereto
exercisable by written notice to the other party, the Partnership and this
Agreement may be rescinded. In the event of such a rescission, the provisions of
this Section 4.2 shall be applicable in lieu of all inconsistent provisions of
this Agreement. The Partnership shall not be dissolved pursuant to Article XII
in the event of a rescission. Rather, on the date of said notice of rescission
by either party and in any event prior to June 30, 1991, effective as of January
1, 1991, the Partnership shall transfer and reconvey all of the assets of the
Partnership, including the Assets hereinafter described, to the Company and the
Company shall assume all of the obligations of the Partnership, including the
Assumed Obligations hereinafter described. The Company shall pay or cause to be
refunded the Cash Contribution to RVC on the date of said notice of rescission,
and in any event prior to June 30, 1991, plus interest on such amounts as shall
have been contributed by RVC to

                                      -7-



the Partnership with respect thereto from time to time, from the date
contributed until repaid, at the rate per annum equal to the lesser of (i) the
Prime Rate and (ii) the maximum nonusurious rate of interest permitted by
applicable law. No conveyance made pursuant to this Section 4.2 shall be
considered to be a distribution from the Partnership, rather all actions taken
hereunder shall be in rescission, revocation and cancellation of the Partnership
and in abrogation and avoidance of this Agreement. In anticipation of the
possibility of a rescission pursuant to this Section 4.2, no distributions shall
be made to the parties hereto pursuant to Article IX before July 1, 1990, or
until such earlier time as the rescission right provided for in this Section 4.2
shall have been waived by both of the parties hereto. The purpose of this
Section 4.2 shall be to place and restore the parties hereto, upon such a
rescission, in a position as nearly as practicable as would have existed had
this Agreement never been entered into and the parties hereto shall execute and
deliver all instruments, provide all information and take such action as may be
reasonably necessary to effectuate such purpose.

                                    ARTICLE V
                           PRINCIPAL PLACE OF BUSINESS

     The principal place of business of the Partnership shall be at 660 North
Diamond Bar Blvd., Diamond Bar, California 91765 or at such other location as
the Management Committee may determine.

                                   ARTICLE VI
                        INITIAL CAPITAL; CAPITAL ACCOUNTS

6.1  Initial Capital

     6.1.1 Partnership Loans. As of the Commencement, the Partnership shall
borrow the sum of $110,000,000 (the "Original Partnership Loan") from Beazer
U.S.A., Inc. Upon the funding of the Original Partnership Loan (the "Funding"),
the principal amount of the Original Partnership Loan (the "Loan Proceeds")
shall be paid and distributed to the Company as an Equalizing Distribution as
provided for in Section 6.1.4 hereof. The Partners and the General Manager shall
use their reasonable best efforts to cause the Partnership to obtain, as
promptly as practicable following the Commencement, from one or more banks or
other lending institutions a commitment to loan not less than $100,000,000 (the
"Non-Recourse Loan") to the Partnership on terms and conditions reasonably
acceptable to the Partners, the proceeds of which shall be used to pay and
discharge the original Partnership Loan in its entirety, it being specifically
understood and agreed that neither Partner shall have any personal liability
with respect to the Non-Recourse Loan. Upon obtaining such commitment, the
Partners shall use reasonable efforts to cause the Partnership to satisfy as
quickly as possible

                                      -8-



all requirements of and conditions precedent to the funding of the Non-Recourse
Loan.

     6.1.2 Conveyance by the Company. At the Commencement, the Company shall
transfer and convey the Assets to the Partnership. The transfer and conveyance
of the Assets to the Partnership described in the previous sentence is referred
to herein as the "Conveyance". The Conveyance shall be effected by the Company's
delivery to the Partnership of appropriate instruments conveying and assigning
to the Partnership title to the Assets. In conjunction with and as part of the
Conveyance, the Company shall transfer and assign to the Partnership, and the
Partnership shall accept and assume, only the following obligations (the
"Assumed Obligations"):

          (i) all liabilities and obligations reflected on the Beginning Balance
Sheet (as defined in Section 6.1.5 (a) hereof);

          (ii) all liabilities and obligations required to be paid or performed
after the Commencement pursuant to those contracts, leases, and agreements of
the Company, including all open orders providing for the sale of products by the
Company, assumed by the Partnership;

          (iii) all liabilities and obligations arising out of the operation of
the Business or the ownership of the Assets by the Partnership after the
Commencement; and

          (iv) all obligations under certain employee benefit plans adopted by
the Partnership.

     Except as expressly provided in this Section 6.1.2, the Partnership shall
not assume or become obligated to pay, perform or discharge, and will not be
responsible for, any other liabilities or obligations of the Company, whether
accrued, absolute, contingent or otherwise.

     6.1.3 Contribution by RVC.

     (a) At the Commencement RVC shall contribute cash to the Partnership (the
"Cash Contribution") in an amount equal to one-half of the excess of the Agreed
Value (as defined in Section 6.1.3(b) hereof) over the original principal amount
of the Original Partnership Loan.

     (b) At the Commencement the Agreed Value of the Business equals the net
book value (the "Net Book Value") of the Business (the book value of the Assets,
minus the book value of the Assumed Obligations) as of a date and time
immediately prior to the Commencement, plus $35,221,000. The Net Book Value
shall be determined on a basis consistent with preparation of the Business's
August 31, 1990 balance sheet (the "Latest Balance Sheet"). For purposes of the
Commencement, the Agreed Value shall be determined

                                      -9-



to be $170,000,000 based upon the Net Book Value (the "Estimated Net Book
Value") reflected on an estimated balance sheet of the Company as of a date and
time immediately prior to the Commencement, so that the Cash Contribution to be
made by RVC as of the Commencement shall be $30,000,000.

     6.1.4 Equalizing Distribution to the Company.

     It is understood and agreed that the initial capital contributions of the
Partners to the Partnership (and the initial capital accounts of the Partners)
are intended to be equal as of the Commencement. Accordingly, the Company shall
be entitled to receive from the Partnership as an equalizing distribution (the
"Equalizing Distribution") an amount in cash equal to the Agreed Value, minus
the amount of the Cash Contribution, minus $30,000,000. The amount of such
distribution payable to the Company as of the Commencement shall be based upon
the estimated Agreed Value, determined as provided in Section 6.1.3(b) hereof so
that the amount of $110,000,000 shall be distributed by the Partnership to the
Company as of the Commencement on account of said Equalizing Distribution.

     6.1.5 Adjustment Payment.

     (a) Within thirty (30) days following the Commencement, the Company shall
deliver to RVC a balance sheet of the Business as of a date and time immediately
prior to the Commencement, which shall be the basis for determining the actual
Net Book Value of the Business (the book value of the Assets, minus the book
value of the Assumed Obligations) as of such date and time (the "Actual Net Book
Value"). Such balance sheet shall be prepared on a basis consistent with the
Company's books and records using the same bookkeeping and accounting principles
and methods as were used in the preparation of the Latest Balance Sheet, so that
in no event shall changes in the Agreed Value, or adjustments to the initial
capital accounts of the Partners, result from application of inconsistent
bookkeeping and accounting principles or methods. Such balance sheet as finally
determined is hereinafter referred to as the "Beginning Balance Sheet."

     (b) In order to adjust for differences between the Estimated Net Book value
(determined as provided in Section 6.1.3(b) hereof) and the Actual Net Book
Value (as reflected on the Beginning Balance Sheet) and to ensure that the
initial capital accounts of the Company and RVC in the Partnership are equal,
cash payments shall be made between the Company, RVC and the Partnership in
accordance with this Section 6.1.5(b). Within ten (10) days of the determination
of the Actual Net Book Value as provided in Section 6.1.5(a) hereof:

          (i) if the Actual Net Book Value exceeds the Estimated Net Book Value,
RVC shall contribute to the Partnership in cash an amount equal to one-half of
such excess and the Company and

                                      -10-



RVC shall cause the Partnership to distribute an equal amount to the Company in
cash, notwithstanding any provision of this Agreement which may prohibit such
distribution; or

          (ii) if the Estimated Net Book Value exceeds the Actual Net Book
Value, the Company shall contribute to the Partnership in cash an amount equal
to one-half of such excess, and the Company and RVC shall cause the Partnership
to distribute an equal amount to RVC in cash, notwithstanding any provision of
this Agreement which may prohibit such distribution.

     6.1.6 Federal Income Tax Reporting. The Partners hereby acknowledge and
agree that, pursuant to Section 707(a)(2)(B) of the Code, the transfer of the
Assets to the Partnership by the Company shall, for federal income tax purposes,
be treated as follows: (i) a sale by the Company to RVC of an undivided interest
in the Assets for the Cash Contribution, followed by the contribution of such
undivided interest by RVC to the Partnership, and (ii) a contribution by the
Company to the Partnership of its remaining undivided interest in the Assets
(such transaction being hereinafter referred to as the "Part Sale/Part
Contribution Transaction"). For purposes of this Section 6.1.6, unless a
different percentage is expressly stated, the undivided interest in Assets
deemed purchased by RVC shall be that percentage determined by multiplying (i)
the ratio of the Cash Contribution to the Agreed Value of the Assets, and (ii)
100 percent. In connection with the foregoing, the Partners hereby acknowledge
and agree that, as of the date of this Agreement, the United States Treasury
Department has not yet promulgated proposed, temporary or final regulations
("Treasury Regulations") interpreting Section 707(a)(2)(B) of the Code and
whether the distribution of the Loan Proceeds to the Company may, in whole or in
part, be regarded as a nontaxable distribution to the Company. Accordingly, the
Partners hereby agree that if and to the extent that Treasury Regulations are
promulgated which permit the Company to take the position that its receipt of
the Loan Proceeds properly may be treated as a nontaxable distribution to the
Company, then the Part Sale/Part Contribution Transaction shall, for federal
income tax purposes, be reported by the Partnership and the Partners as (i) a
sale by the Company to RVC of an undivided interest in the Assets for the Cash
Contribution, (ii) a contribution by the Company and RVC of their respective
undivided interests in the Assets to the Partnership, and (iii) a financing
transaction pursuant to which the Partnership borrowed the Loan Proceeds and
distributed such Loan Proceeds to the Company pursuant to Section 731 of the
Code. The Partners further recognize and agree that, if Treasury Regulations are
not issued under Section 707(a)(2)(B) of the Code prior to the filing of the
Partnership's initial federal income tax return, the Part Sale/Part Contribution
Transaction shall be reported as (i) a sale by the Company to the Partnership of
an undivided 50% interest in the Asset for the Cash Contribution plus 50% of the
Loan Proceeds, (ii) a contribution by the Company to the Partnership of the
remaining undivided 50% interest in the Assets in exchange for the Company's
interest in the Partnership, and (iii) the

                                      -11-



distribution by the Partnership to the Company of 50% of the Loan Proceeds,
which distribution is governed by Section 731 of the Code. The Partners hereby
agree that the Partnership and the Partners shall report the Part Sale/Part
Contribution Transaction in a consistent manner strictly in accordance with the
provisions of this Section 6.1.6.

6.2  Additional Capital Contributions

     6.2.1 General. It is the desire of the Partners that, except for the
initial capital contributions described in Section 6.1, all costs and expenses
of the Partnership (including, without limitation, general and administrative
expenses and capital expenditures) shall be funded out of Partnership cash flow
supplemented, to the extent required, by Partnership borrowings from
institutional or other third party lenders consistent with the provisions of
this Agreement or from the Partners as Partner Loans made pursuant to Article X.

     6.2.2 Cash Calls. (a) The General Manager shall continually monitor and
project, on a rolling basis, the cash requirements of the Partnership for the
ensuing quarterly period and the amount of cash expected to be available to the
Partnership during such quarterly period from operations and Partnership
borrowings, if any, taking into account, among other relevant factors, projected
capital expenditures to be made during the relevant quarterly period in
accordance with the Current Business Plan and or any requirement imposed by the
Management Committee.

     (b) In the event the General Manager shall, at any time, determine that,
for the ensuing quarterly period, the projected cash requirements of the
Partnership for such quarterly period exceed the projected available cash during
such quarterly period, then the General Manager shall request additional capital
(the "Requested Capital"), from the Partners by giving notice to the Partners,
which notice (a "Capital Request") shall (i) specify the amount of the Requested
Capital and (ii) describe, in reasonable detail, the manner in which the
Requested Capital was calculated.

     (c) The Management Committee may approve or disapprove all or any portion
of any Capital Request by delivering notice to the General Manager within 15
days after delivery of such Capital Request, which notice shall (i) identify
such Capital Request and (ii) state what action the Management Committee has
taken with respect to such Capital Request. In connection with its decision to
reject all or a portion of any Capital Request as contemplated hereby, the
Management Committee shall consider whether one or more modifications of the
Current Business Plan are necessary or appropriate.

     (d) If all or any portion of a Capital Request is approved by the
Management Committee as provided in paragraph (c) above (the "Capital Call"),
then each Partner shall contribute to

                                      -12-



the Partnership, on or before the date (the "Due Date") that is 20 days after
the date on which the relevant Capital Request was delivered, cash equal to its
Allocable Share of the approved Capital Call.

     (e) The tender by either Partner of its Allocable Share of any Capital Call
in accordance with this Section 6.2.2 shall be conditioned upon the remainder of
such Capital Call being contributed to the Partnership by the other Partner on
or before the relevant Due Date. Accordingly, if either Partner fails to
contribute its Allocable Share of any Capital Call and if the other Partner
fails to deliver an Election Notice regarding such Capital Call as provided in
Section 6.2.3, then the Partnership shall promptly return to such Partner its
Allocable Share of such Capital Call, in which event Section 6.2.3 shall no
longer apply to such Capital Call. The Partnership shall not be obligated to pay
interest on any Capital Call other than, in the case of any Capital Call
returned by the Partnership as aforesaid, to the extent of the interest actually
earned thereon while on deposit in the Deposit Account. The Partnership shall
not expend funds advanced by one Partner (and shall retain such funds in the
Deposit Account) unless and until either (i) the remainder of such Capital Call
is contributed by the other Partner or (ii) the Advancing Partner delivers an
Election Notice to the General Manager electing to treat the advance as a
Partner Loan and the Partnership delivers appropriate documents in connection
with the Partner Loan.

     6.2.3 Failure to Contribute Capital Call Amount. If either Partner (the
"Defaulting Partner") fails to contribute to the Partnership, in cash, the
entire amount of its Allocable Share of any Capital Call on or before the
relevant Due Date, the General Manager shall promptly deliver notice thereof to
the other Partner, which notice (a "Default Notice") shall specify the name of
the Defaulting Partner and the unpaid portion of its Allocable Share of such
Capital Call. If either Partner contributes its Allocable Share of any Capital
Call on or before the relevant Due Date and if such Partner receives a Default
Notice with respect to the other Partner's failure to contribute its Allocable
Share of such Capital Call, then such Partner (the "Advancing Partner") may, by
notice (the "Election Notice") delivered to the Defaulting Partner on or before
the date that is 5 days following the delivery of such Default Notice (the
"Election Date"), elect to treat all or any portion of such Advancing Partner's
contribution as a Partner Loan in accordance with Article X hereof. Furthermore,
the Advancing Partner shall specify in such Election Notice whether it shall
make a Partner Loan with respect to the remainder of the Capital Call and the
designation of the maturity of, and the liens and security interests required
with respect to, such Partner Loan. Any Partner Loan for the remainder of the
Capital Call shall also be deemed a Partner Loan made pursuant to this Section
6.2.3 for all purposes of this Agreement.

                                      -13-



     6.2.4 Deposit Account. The General Manager shall establish and maintain in
the name of the Partnership an interest-bearing account (the "Deposit Account")
with any responsible financial institution and into which all payments received
by or on behalf of the Partnership pursuant to this Section 6.2 shall be
deposited and held in accordance with the provisions of this Section 6.2.

     6.2.5 No Third Party Rights. Nothing in this Agreement or the Formation
Agreement, including the right of the Partnership or the Partners to require
additional capital contributions under the terms of this Agreement, shall be
construed as conferring any rights or benefits to or upon any Person not a party
to this Agreement, including, but not limited to, the holder of any obligations
secured by a mortgage, deed of trust, security interest or other lien or
encumbrance upon or affecting the Partnership, the Project or any interest of
any Partner therein or any asset of the Partnership.

6.3  No Interest on Capital

     No interest shall be paid on any capital contributed to the Partnership,
except as provided in Section 4.2.

6.4  Distributions of Property in Kind

     In the event the Liquidating Trustee elects to distribute any Partnership
assets in kind to the Partners upon dissolution and winding up of the
Partnership, such assets shall be valued at their Agreed Value, and shall be
distributed in kind to the Partners as tenants-in-common after first determining
the respective interests of the Partners in such assets in accordance with the
provisions of this Agreement with each Partner accepting a pro rata undivided
interest in such Assets.

6.5  No Withdrawal

     Neither Partner shall be entitled to withdraw any property contributed to
the Partnership by such Partner or any amount credited to its capital account or
receive any distribution from the Partnership except as expressly provided in
Articles IV, VI, IX and XII.

                                   ARTICLE VII
                      MANAGEMENT AND OPERATION OF BUSINESS

7.1  Management Committee

     7.1.1 General Powers. A committee (the "Management Committee") is hereby
established to manage all aspects of the Partnership on behalf of the Partners.
Except with respect to those matters which by the terms of this Agreement are
specifically reserved for decision, vote or approval by the Partners, the

                                      -14-



Management Committee shall have full and exclusive authority to control, manage
and direct the business and affairs of the Partnership for the purposes set
forth in Article III. Each decision of the Management Committee in accordance
with this Agreement shall be binding on the Partnership and each of the
Partners.

     7.1.2 Composition. The Management Committee shall consist of six members.
Each Partner shall the right to appoint three members of the Management
Committee, one of whom shall be designated as such Partner's Authorized
Representative. Each Partner may, by written notice delivered to the other
Partner at any time or from time to time, replace either or both of its
representative members of the Management Committee or change its Authorized
Representative. Concurrently with or promptly after the delivery of any notice
pursuant to the preceding sentence, the Partner giving such notice shall deliver
a copy to the General Manager, but neither the failure to deliver nor any delay
in delivering such copy to the General Manager shall affect the validity or
effectiveness of such notice.

     7.1.3 Meetings. (a) Regular meetings of the Management Committee shall be
scheduled from time to time by the Management Committee and held without further
notice at such times (no less frequently than quarterly) and at such places as
shall be determined by the Management Committee. At any regular meeting of the
Management Committee, any and all business of the Partnership may be transacted.

     (b) Special meetings of the Management Committee may be called by the
General Manager or by either Authorized Representative by giving not less than
48 hours advance notice to each member, which notice shall specify the time,
place and purpose of the special meeting. Any member of the Management Committee
may waive notice of any special meeting, whether before or after the time of
such meeting. Attendance of a member at a meeting shall constitute a waiver of
notice of such meeting.

     (c) Any action required or permitted to be taken at a meeting of the
Management Committee may be taken by means of conference telephone call or
similar equipment by means of which all individuals participating in the meeting
can hear each other.

     (d) Unless otherwise agreed to by each member of the Management Committee,
all meetings of the Management Committee shall be held at the principal office
of the Partnership.

     (e) The Management Committee shall conduct its proceedings in accordance
with such rules at it may from time to time establish and shall keep appropriate
records of the actions taken by it.

                                      -15-



     7.1.4 Quorum; Voting. (a) Two members of the Management Committee shall
constitute a quorum for the purpose of transacting business, except that no
quorum of the Management Committee shall be deemed to exist with respect to any
meeting of the Management Committee, nor shall any action be taken thereat,
unless such meeting is attended by at least one member appointed by each Partner
except as provided in the proviso to the first sentence of paragraph (b) of this
Section. The proviso to the foregoing sentence shall be of no effect if a
Material Lender is a Defaulting Partner. If a quorum is not present at a meeting
of the Management Committee duly called in accordance with Section 7.1.3, the
meeting may be rescheduled by the General Manager or either Authorized
Representative by giving at least two days' prior written notice thereof to each
of the members.

     (b) Anything herein or elsewhere to the contrary notwithstanding, no action
shall be taken by the Management Committee unless and until affirmative votes in
favor of such action are cast on behalf of both Partners; provided, however,
that for so long as an Event of Default is continuing or the Partnership is in
default with respect to any Partner Loan held by a Material Lender, the three
members of the Management Committee selected by Partner that is the
Non-Defaulting Partner or Material Lender shall have the right to take any
action taken by Management Committee other than Management Committee
authorizations of the items in Section 7.2.2 except, however, that the
Non-Defaulting Partner or Material Lender shall have the right, notwithstanding
Section 7.2.2, to cause the Management Committee to authorize the Partnership
to: (i) amend the Business Plan; (ii) make any capital expenditure, capital
additional or capital improvement on behalf of the Partnership in accordance
with the Business Plan, as amended; and (iii) to borrow money or issue bonds or
other systems of indebtedness in the name and on behalf of the Partnership in an
aggregate principal amount not to exceed the aggregate principal amount of all
Partner Loans made by said Non-Defaulting Partner or Material Lender, as the
case may be. In all matters to be decided or approved by the Management
Committee, each Authorized Representative shall possess the exclusive power and
authority to vote the Percentage Interest of the Partner represented by him;
provided, however, that in the event either Authorized Representative is not
present at any meeting of the Management Committee, the other member appointed
by the Partner which designated such Authorized Representative shall be
empowered and authorized to vote the Percentage Interest of such Partner.

     7.1.5 Compensation. No member of the Management Committee shall be entitled
to any compensation from the Partnership.

7.2  General Manager

     7.2.1 General Powers. (a) The Partnership shall employ at all times an
individual (the "General Manager") to act as the chief executive officer of the
Partnership. The General Manager shall be

                                      -16-



selected by the Management Committee from time to time and shall be supervised
by, and be subject to the control and authority of the Management Committee.
Except as otherwise provided herein and subject to such limitations as the
Management Committee may impose from time to time, the General Manager shall be
authorized and empowered to manage, administer and operate the business and
affairs of the Partnership for the purposes set forth in Article III. Without
limitation of the foregoing, the General Manager shall be authorized and
empowered, except as otherwise provided herein and subject to such limitations
as the Management Committee may impose from time to time, to perform or cause to
be performed, at the Partnership's expense and in its name, all operational
functions relating to the Project necessary to run the business of the
Partnership on a day-to-day basis consistent with this Agreement and the Current
Business Plan.

     (b) Except as to actions of the General Manager undertaken in accordance
with the provisions of this Agreement, no Person (including the Partners) shall
have authority to act for or on behalf of, or to assume any obligation or
responsibility on behalf of, the Partnership without the approval of the
Management Committee. Any action taken by the General Manager for or on behalf
of the Partnership in compliance with this Agreement shall be binding on the
Partnership and each Partner.

     (c) In addition to his duties set forth in this Agreement, the General
Manager shall have such specific duties as are assigned to him from time to time
by the Management Committee. The General Manager shall not be subject to the
control or authority of either Partner or any other Person or group other than
the Management Committee.

     (d) Whenever any emergency arises which may jeopardize human life or the
Project and the action necessary to alleviate such emergency would otherwise
require approval by the Management Committee, the General Manager shall have the
right to take necessary and appropriate action without such approval, but shall
advise the Management Committee of such action as soon as practicable.

     (e) The authority of the General Manager is limited to that which is
specifically given by the Management Committee or set forth in this Agreement.
No other authority is given or implied with respect to the General Manager.

     7.2.2 Certain Restrictions. Anything herein or elsewhere to the contrary
notwithstanding, the General Manager shall have no authority or power, without
the specific authorization of the Management Committee, to:

                                      -17-



               (a) do any act in contravention of this Agreement or take any
     action which is inconsistent with the purposes set forth in Article III or
     the Current Business Plan;

               (b) do any act which would make it impossible to carry on the
     ordinary business of the Partnership;

               (c) confess a judgment against the Partnership;

               (d) possess Partnership property for other than a purpose of the
     Partnership set forth in Article III;

               (e) admit a Person as a partner into the Partnership, except as
     specifically provided herein;

               (f) change or reorganize the Partnership into any other legal
     form;

               (g) cause the Partnership to (i) enter into other partnership
     agreements in the capacity of a general partner or a limited partner, (ii)
     become a member of a joint venture, (iii) participate in forms of
     syndication for investment, (iv) engage in any business other than that
     specified Article III, except as agreed to by all the Partners or (v)
     guarantee or otherwise become secondarily liable with respect to debts or
     obligations of any Partner or any other Person;

               (h) make, execute or deliver on behalf of the Partnership any
     general assignment for the benefit of creditors or, except in the ordinary
     course of business, any performance bond, indemnity bond or surety bond;

               (i) compromise or settle any lawsuit or other claim against the
     Partnership or permit the entry of a default judgment against the
     Partnership, in amounts in excess of any limitation established by the
     Management Committee;

               (j) compromise or release any claim of the Partnership except for
     full payment thereof or arbitrate, or consent or agree to the arbitration
     of, any of the Partnership's disputes or controversies involving claims in
     excess of any limitation established by Management Committee;

               (k) enter into on behalf of the Partnership any contract or
     agreement which (y) calls for payments to or from the Partnership, on the
     one hand, and any third party, on the other hand, of an amount in excess of
     any limitation established by the Management Committee for any 12-month
     period and (z) is not terminable solely at the option of the Partnership
     without penalty on no more than 90 days notice;

                                      -18-



               (1) borrow money or issue notes, bonds or other evidences of
     indebtedness in the name and on behalf of the Partnership except in the
     ordinary course of business and then only if the principal amount of such
     indebtedness does not exceed any limitation established by the Management
     committee;

               (m) make any capital expenditure, capital addition or capital
     improvement on behalf of the Partnership in an amount in excess of any
     limitation established by the Management Committee;

               (n) enter into, on behalf of the Partnership, any contract or
     agreement with the General Manager or any Affiliate of the General Manager;

               (o) cause or permit the Partnership to make any loan or advance
     to, or own, purchase or acquire any stock, obligations or securities of, or
     other investment in, or make any capital contribution to, any Person except
     (i) advances or extensions of credit on terms customary in the industry and
     investments, loans and advances made in settlement of accounts receivable
     owing to, and other claims of, the Partnership, all in the ordinary course
     of business, (ii) short term investments of the types and in the amounts
     approved by the Management Committee from time to time in connection with
     the management of the Partnership's funds in the ordinary course of
     business and (iii) advances to employees of the Partnership in the ordinary
     course of business;

               (p) cause or permit the Partnership to enter into or become a
     party to any contract for the purchase of materials, supplies or other
     property or services, if such contract requires that payment be made by the
     Partnership regardless of whether or not delivery is ever made of such
     materials, supplies or other property or services;

               (q) cause or permit the Partnership to Transfer or lease any of
     its properties or assets except in the ordinary course of business; or

               (r) receive or demand any fees or compensation from either
     Partner or any Affiliate of a Partner.

7.3  General Responsibilities of General Manager

     In addition to and not by way of limiting any other obligations of the
General Manager set forth in this Agreement, the responsibilities of the General
Manager shall be:

               (a) to carry out the Current Business Plan in accordance with
     good industry practice;

                                      -19-



               (b) to employ persons and firms on behalf of the Partnership in
     connection with the Project;

               (c) to take no action detrimental to the interests of the
     Partnership or fail to take any action necessary to be taken in the
     interests of the Partnership, which action or failure to act constitutes
     bad faith, negligence, malfeasance or fraud;

               (d) to diligently perform all of the duties and obligations
     imposed on the General Manager by this Agreement or by the Management
     Committee in good faith and to the best of his ability;

               (e) to perform all such other activities as may be reasonable and
     necessary in connection with the Project and matters related thereto; and

               (f) to deal fairly and impartially with the Partners at all
     times.

7.4  Liability of General Manager

     In the performance of his duties hereunder, the General Manager shall use
reasonable efforts to conduct the business of the Partnership in a good and
businesslike manner and in accordance with good practice within the industry. In
no event shall the General Manager be held liable or responsible to the
Partnership or either Partner for any losses sustained, or liabilities incurred,
in connection with, or attributable to, errors in judgment, negligence or other
fault of the General Manager, except that which is caused by the General
Manager's bad faith, gross negligence or willful misconduct. The General Manager
shall not be personally liable for the return of any portion of the capital
contributions of the Partners or for the failure of the Partnership to achieve
the results projected in any Business Plan.

7.5  Removal and Replacement of General Manager

     The Management Committee may remove and replace the General Manager from
time to time as it may determine. Furthermore, upon the call by either Partner
for the removal of the General Manager but subject to Section 12.4, the
Management Committee shall remove the General Manager within 30 days and replace
the General Manager as soon as possible thereafter.

7.6  Compensation of General Manager

     The General Manager shall be entitled to receive such compensation from the
Partnership as the Management Committee shall approve from time to time. Neither
Partner shall pay or offer to pay any fees or compensation to the General
Manager, it being

                                      -20-



understood and agreed that all fees and compensation of the General Manager
shall be payable solely by the Partnership.

7.7  Business Plan

     (a) Annually, not less than two months prior to the end of each fiscal year
of the Partnership, the General Manager shall prepare and submit to the
Management Committee a proposed business plan, consistent with the provisions of
this Agreement, for the following three fiscal year period. Each such proposed
business plan shall include:

          (i) a narrative description of such proposed business plan, including
          a description of the marketing and other assumptions reflected
          therein;

          (ii) a schedule of estimated capital expenditures for the period
          covered by such proposed business plan, segregated by project and
          showing the total estimated costs, by month, to completion, regardless
          of whether such completion shall take place within such period;

          (iii) a schedule of projected cash flow for the period covered by such
          proposed business plan on a monthly basis for the first year and on a
          quarterly basis thereafter showing the sources and applications of
          cash, which schedule shall describe in reasonable detail the
          assumptions utilized in the preparation of such schedule and shall
          separately describe in reasonable detail any proposed borrowings
          during the period covered by such proposed business plan;

          (iv) a projected income and expense statement for the period covered
          by such proposed business plan on a monthly basis for the first fiscal
          year and on a quarterly basis thereafter, which statement shall
          describe in reasonable detail the assumptions utilized in the
          preparation thereof; and

          (v) a projected balance sheet as of the end of each fiscal year
          covered by such proposed business plan, which balance sheet shall
          describe in reasonable detail the assumptions utilized in the
          preparation thereof.

Each proposed business plan submitted by the General Manager as aforesaid shall
be accompanied by a report describing in all material respects the manner in
which such proposed business plan, insofar as it relates to the period covered
by the Current Business Plan, deviates from the Current Business Plan.

                                      -21-



     (b) Following the submission to it of a proposed business plan in
accordance with paragraph (a) above, the Management Committee shall meet to
consider such proposed business plan. The Management Committee shall be
authorized to adopt any such proposed business plan as submitted or with such
changes, amendments and modifications as the Management Committee shall deem
appropriate; provided, however, that in no event shall the Management Committee
adopt any such proposed business plan unless, in the good faith judgment of the
Management Committee, such proposed business plan is consistent with the
provisions of this Agreement.

     (c) Each business plan adopted by the Management Committee in accordance
with paragraph (b) shall constitute a "Business Plan" for purposes hereof. Upon
the adoption by the Management Committee of a Business Plan, all prior Business
Plans, insofar as they relate to the period covered by such Business Plan, shall
be automatically rescinded.

     (d) Except as provided in Section 7.2.2, the adoption of a Business Plan by
the Management Committee shall constitute express authority to the General
Manager to cause the Partnership to make any capital expenditures specifically
contemplated therein.

     (e) The Management Committee shall be authorized to modify any Business
Plan theretofore adopted by it and shall modify the Current Business Plan to the
extent required to comply with the provisions of this Agreement.

7.8  Transactions with Affiliates

     Except for the transactions contemplated under the Services Agreement, the
Cement Supply Agreement and the Original Partnership Loan entered into
contemporaneously herewith, the Partnership will not, and the General Manager
will not cause the Partnership to, enter into any transaction (including,
without limitation, the purchase, sale or exchange of any property or the
rendering of any service) with either Partner, any Affiliate of either Partner,
the General Manager, any Affiliate of the General Manager, any member of the
Management Committee or any Affiliate of such a member without, in each
instance, the prior approval of the Management Committee, provided, however,
that the Partners shall be permitted to make loans to the Partnership as
provided in Article X.

7.9  Title to Partnership Assets

     Title to all Partnership assets, whether real, personal or mixed, tangible
or intangible, shall be deemed to be owned by the Partnership as an entity, and
no Partner shall have any ownership interest therein. Title to any and all
Partnership assets shall be held in the name of the Partnership.

                                      -22-



7.10 Competition; Other Activities.

     7.10.1 Restricted Competition. During the term of the Partnership, neither
Partner nor any of its Affiliates shall, without the prior consent of the other
Partner, (a) directly or indirectly engage in, (b) assist or have an active
interest in (whether as proprietor, partner, investor, stockholder or any type
of principal whatsoever, provided that the ownership of not more than 5% of the
outstanding stock of a corporation traded on a national securities exchange
shall not of itself be viewed as assisting or having an active interest) or (c)
act as an agent for or advisor or consultant to any Person that is, or is about
to become, directly engaged in any business involving the importation,
manufacturing or sale of cement in the Market; provided, however, that nothing
in this Section 7.10.1 shall prohibit the Partners or their respective
Affiliates from owning an interest in the Partnership or from exercising or
enforcing their rights and remedies or performing their obligations under this
Agreement or the Formation Agreement.

     7.10.2 Free Competition. Subject to Sections 7.10.1, (a) the Partners
expressly recognize and agree that each Partner has the right to purchase, sell,
develop, exploit and deal in every manner with properties, assets, transactions
and business arrangements that may be similar to, competitive with or adverse to
the activities, properties, assets and prospects of the Partnership, either for
its personal account and benefit or in an agency or representative capacity for
the account and benefit of any other Person and (b) there shall be no duty on
the part of either Partner to notify the other Partner concerning, or to account
to the Partnership or the other Partner for, any or all of any properties,
assets or rights of whatever nature acquired through such activities permitted
by this sentence, and the other Partner hereby waives and relinquishes any and
all rights with respect to such Partner's involvement in any activities
described above.

                                  ARTICLE VIII
                          ALLOCATION OF INCOME AND LOSS

8.1  Allocations of Income and Loss

     (a) Except as otherwise provided in Sections 8.1(b), 8.1(c) and 8.2 below,
all items of income and loss of the Partnership, as well as each item of income,
gain, loss and deduction for federal income tax purposes shall be allocated to
the Partners, pro rata in accordance with their respective Percentage Interests.

     (b) The Partners understand that items of income, gain, loss, and deduction
with respect to the Assets must be separately determined and allocated to the
Partners for federal income tax

                                      -23-



purposes in the manner prescribed by Section 704(c) of the Code. Accordingly,
notwithstanding Section 8.1(a) above or any other provision of this Agreement to
the contrary, the Partners hereby agree that their distributive shares of such
items shall be separately determined for federal income tax purposes and
allocated between them pursuant to the principles of Section 704(c) of the Code.

     (c) Interest income earned while on deposit in the Deposit Account and
attributable to a Capital Call that is returned to a Partner pursuant to Section
6.2.2(e) shall be allocated to such Partner.

8.2  Allocation of Income and Loss and Distributions in Respect of Interests
     Transferred.

     (a) If any interest in the Partnership is transferred, or is increased or
decreased by reason of the admission of a new Partner to the Partnership or
otherwise during any taxable year of the Partnership, each item of income, gain,
loss, deduction, or credit of the Partnership for such taxable year shall be
assigned pro rata to each day in the particular period of such taxable year to
which such item is attributable (i.e., the day on or during which it is accrued
or otherwise incurred) and the amount of each such item so assigned to any such
day shall be allocated to the Partners based upon their respective interests in
the Partnership at the close of such day. For the purpose of accounting
convenience and simplicity, to the extent permissible by applicable law, the
Partnership shall treat a transfer of, or an increase or decrease in, an
interest in the Partnership which occurs at any time during a semi-monthly
period (commencing with the semi-monthly period including the date hereof) as
having been consummated on the first day of such semi-monthly period, regardless
of when during such semi-monthly period such transfer, increase, or decrease
actually occurs (i.e., sales and dispositions made during the first 15 days of
any month will be deemed to have been made on the first day of the month and
sales and dispositions thereafter will be deemed to have been made on the 16th
day of the month).

     (b) Notwithstanding any provision above to the contrary, gain or loss of
the Partnership realized in connection with a sale or other disposition of any
of the assets of the Partnership shall be allocated solely to the Partners
owning interests in the Partnership as of the date such sale or other
disposition occurs.

                                   ARTICLE IX
                                  DISTRIBUTIONS

9.1  Cash Distributions to the Partners

     The Partners agree that it is their intent to distribute surplus cash flow
to the Partners as soon as it is available. The

                                      -24-



Management Committee shall review, at least quarterly, the cash position of the
Partnership, considering future cash requirements and cash reserves as may be
deemed reasonably necessary by the General Manager, and, except as provided in
Section 4.2, instruct the General Manager to distribute surplus cash to the
Partners in accordance with their Percentage Interests. Notwithstanding anything
in this Agreement to the contrary, unless otherwise agreed by the Partners, no
distributions shall be made by the Partnership to the Partners until all
principal and interest is paid in full on all outstanding Partner Loans.

9.2  In-Kind Distribution

     If any assets of the Partnership shall be distributed in kind under Article
IX or XII, such assets shall be distributed to the Partners entitled thereto as
tenants-in-common in the same proportion as such Partners would have been
entitled to cash distributions.

9.3  Waiver of Right to Partition

     Except as provided in Section 4.2, no Partner shall be entitled to demand
and receive property other than cash in return for its capital contributions to
the Partnership, and, to the maximum extent permissible under applicable law,
each Partner hereby waives all right to partition the Project or any other
property of the Partnership.

9.4  No Priority

     No Partner shall have any priority over any other Partner as to the return
of its contributions to the capital of the Partnership or as to compensation by
way of income.

                                    ARTICLE X
                        PARTNER LOANS TO THE PARTNERSHIP

     Except as otherwise expressly provided herein or as the Management
Committee may otherwise prohibit, each Partner may make any loan or loans to the
Partnership or advance money on behalf of the Partnership in order to satisfy
all or a part of the then existing cash requirements of the Partnership. Each
loan or advance made by a Partner pursuant to this Article X (a "Partner Loan")
shall not be deemed an increase in or contribution to the capital account of the
lending Partner or entitle such lending Partner to any greater proportion of the
gains or losses which the Partnership may sustain. Each Partner Loan shall bear
interest, payable quarterly, at the rate per annum equal to the lesser of (i)
the Prime Rate plus 5% and (ii) the maximum nonusurious rate of interest
permitted by applicable law, and shall be deemed an obligation of indebtedness
from the Partnership to such lending Partner payable in

                                      -25-



accordance with its terms. All payments on Partner Loans shall be applied first
to accrued interest and second to outstanding principal. All Partner Loans shall
be evidenced by promissory notes of the Partnership.

     Notwithstanding anything to the contrary herein, a Partner making a Partner
Loan pursuant to Section 6.2 hereof may, in its sole discretion, (i) make such
loan without any approval of the Management Committee, (ii) designate the
maturity of such loan (not to be less than 30 days nor more than 5 years) and
(iii) require that such loan be secured by the grant of a lien upon and security
interest in, the Assets (fully subordinated to all existing secured Partnership
debt to Persons other than the Partners, including future advances under and
renewals and extensions of, such debt). The Partners shall, or shall authorize
the General Manager to, execute and deliver all necessary promissory notes,
deeds of trust, security agreements and financing statements and other documents
as the lending Partner may reasonably request in order to evidence and secure
the Partner Loan made under Section 6.2. All Partner Loans shall be payable
without premium or penalty and, if Partner Loans exist as of any time to more
than one Partner then all liens and security interests provided by the
Partnership with respect to such Partner Loans shall be treated as being secured
and perfected as of the same time, with equal dignity, and otherwise in pari
passu.

                                   ARTICLE XI
                      NO TRANSFERS OF INTERESTS OF PARTNERS

11.1 Transfers Restricted

     (a) Neither Partner shall Transfer any part or all of its Partnership
Interest without the prior written consent of the other Partner, which consent
can be withheld unreasonably or otherwise, and then only if the Transfer would
not result in the "termination" of the Partnership pursuant to Section 708 of
the Code and the transferee is a United States person.

     (b) In the event that a Partner shall propose to Transfer all or any part
of its Partnership Interest, the other Partner shall have the right to acquire
such Partnership Interest on the same terms as the proposed transferee would
have been able to acquire such Partnership Interest. No Transfer to a Person
shall be effective for any purpose unless and until: (i) the transferring
Partner shall have given the other Partner written notice of the terms of such
Transfer pursuant to Section 11.1, (ii) the other Partner shall have failed to
elect to acquire such Partnership Interest on such terms within 30 days after
its receipt of written notice of the terms of such Transfer, and (iii) the other
Partner shall have given its prior written consent to such Transfer. Neither
Partner shall withdraw from the Partnership without the prior written consent of
the other Partner. No Transfer of all or

                                      -26-



any part of a Partnership Interest shall be effective for any purpose unless and
until the transferee shall execute and deliver to the Partnership an instrument
in writing whereby such transferee shall legally and effectively assume and
agree to be bound by all of the transferor's obligations under this Agreement
or, in the case of a partial Transfer of such Partnership Interest, a pro rata
share of such obligations. The provisions of this paragraph shall not be
construed in derogation of paragraph (a) of this Section.

11.2 Tax Elections

     All elections (and revocations or alteration of elections) for federal
income tax purposes will be made by the General Manager subject to the prior
approval of the Management Committee; provided however (i) the Partnership shall
make the election for the initial Partnership year of the Partnership under
Section 168(g)(7) of the Code unless RVC shall otherwise elect and (ii) in the
event of a Transfer of Partnership assets to a Partner or of all or part of a
Partnership Interest, at the request of the transferee, the Management Committee
shall cause the Partnership to elect, pursuant to Section 754 of the Code, or
the corresponding provision of subsequent law, to adjust the basis of the
Partnership property as provided by Sections 734 and 743 of the Code.

11.3 Capital Stock of Partners.

     No Partner shall permit the transfer of ownership of its capital stock to
any Person to be registered on its stock transfer books unless and until the
other Partner shall have given its prior written consent to such Transfer.
Contemporaneous with the Commencement, the Company and RVC shall cause Beazer
West, Inc. to confirm and ratify the foregoing restrictions on transferability
of the capital stock of the Partners and of each direct and indirect subsidiary
of Beazer West, Inc. by which the Partners are controlled as wholly owned
indirect subsidiaries of Beazer West, Inc.

                                   ARTICLE XII
                             DEFAULT AND DISSOLUTION

12.1 Events of Default

     The occurrence of any of the following events shall constitute an event of
default ("Event of Default") hereunder on the part of the Partner with respect
to which such event occurs ("Defaulter") if within 30 days following notice of
such default from the other Partner (10 days if the default is due solely to the
nonpayment of money), the Defaulter fails to pay such money, or in the case of
non-monetary defaults, fails to commence substantial efforts to cure such
default or thereafter fails within a reasonable time to prosecute to completion
with diligence and continuity the curing of such default; provided, however,
that the occurrence of any of the events described in clauses (d) through (k)
below shall constitute

                                      -27-



an Event of Default immediately upon such occurrence without any requirement of
notice or passage of time except as specifically set forth in any such clause:

               (a) the default on a Partner Loan made under Section 6.2.3 as a
     result of the failure by a Partner to make any additional capital
     contribution required to be made by it pursuant to the provisions of
     Section 6.2 and the other Partner does not provide capital contributions
     sufficient to cure such default;

               (b) the violation by a Partner (or with respect to a Partner) of
     any of the restrictions set forth in Article XI;

               (c) the failure of a Partner's transferee to assume in writing
     and agree to be bound by such Partner's obligations, as provided in Section
     11.1;

               (d) institution by a Partner of proceedings of any nature under
     any laws of the United States or of any state, whether now existing or
     subsequently enacted or amended, for the relief of debtors wherein such
     Partner is seeking relief as debtor (including, without limitation,
     proceedings seeking dissolution or reorganization or the appointment of a
     receiver, trustee, custodian or liquidator for such Partner or a
     substantial portion of its property, Assets or business or to effect a plan
     or other arrangement with the creditors of such Partner);

               (e) a general assignment by a Partner for the benefit of
     creditors or the filing by a Partner of any answer admitting the
     jurisdiction of the court and the material allegations of an involuntary
     petition filed against such Partner in any bankruptcy, insolvency or
     similar proceeding;

               (f) the institution by a Partner of a proceeding under any
     section or chapter of the Bankruptcy Code or any other bankruptcy,
     insolvency or other similar law as now existing or hereafter amended or
     becoming effective;

               (g) the commencement of involuntary proceedings or the filing of
     an involuntary petition against a Partner under the Bankruptcy Code or any
     other bankruptcy, insolvency or other similar law, which proceeding or
     petition shall not be dismissed within 60 days after the commencement or
     filing thereof, as the case may be;

               (h) a proposed plan of arrangement or other action by a Partner's
     creditors taken as a result of a general meeting of the creditors of such
     Partner;

                                      -28-



               (i) the appointment of a receiver, trustee, custodian or like
     officer for a Partner or of a substantial part of the property, assets or
     business of a Partner, which receivership, trusteeship, custodianship, as
     the case may be, remains undischarged and undismissed for a period of 30
     days from the date of its imposition;

               (j) admission by a Partner in writing of its inability to pay its
     debts as they mature;

               (k) attachment, execution or other judicial seizure of all or any
     substantial part of a Partner's assets or of all or any part of such
     Partner's Partnership Interest if such attachment, execution or seizure
     relates to an amount in excess of the lesser of (y) [$10,000,000] and (z)
     25% of such Partner's net worth and remains undismissed or undischarged for
     a period of 15 days after the levy thereof; provided, however, that said
     attachment, execution or seizure shall not constitute an Event of Default
     hereunder if such Partner posts a bond sufficient to fully satisfy the
     amount of such claim or judgment within 15 days after the levy thereof and
     such Partner's assets are thereby released from the lien of such
     attachment, execution or seizure;

               (l) the material breach of any Partner of this Agreement; and

               (m) the use by any Partner of Partnership funds for purposes
     other than as provided for in this Agreement.

12.2 Causes of Dissolution

     The Partnership shall be dissolved and its business wound up on the
earliest to occur of:

               (i) December 31, 2050;

               (ii) the written direction of all the Partners determining that
               the Partnership should be dissolved;

               (iii) the Partnership or either Partner having been adjudicated
               bankrupt;

               (iv) the occurrence of an Event of Default and the non-defaulting
               Partner electing to dissolve the Partnership as provided in
               Section 12.3;

               (v) the sale or other disposition of all or substantially all of
               the Partnership's assets; and

                                      -29-



               (vi) upon the election of either Partner, if at the time of such
               election the Partnership shall have sustain cumulative net losses
               from operations, as of any time, aggregating more than $70
               million. As used herein, "cumulative net losses" means the
               cumulative loss in excess of cumulative profits for the period
               from inception of the Partnership to the date of determination,
               determined in accordance with generally accepted accounting
               principles (except as has been previously agreed by Management
               Committee).

12.3 Election of Non-Defaulting or Advancing Partner

     (a) Upon the occurrence of an Event of Default by either Partner, the other
Partner (the "Non-Defaulter") shall have the right to acquire the Partnership
Interest of the Defaulter for a purchase price equal to 90% of the excess of (i)
the Net Distribution Value of such Partnership Interests as of the date of the
notice referred to in the next succeeding sentence (the "Pricing Date") over
(ii) the aggregate amount of all distributions made to the Defaulter in respect
of such Partnership Interest during the period between the Pricing Date and the
date of the closing of such purchase. In furtherance of such right, the
Non-Defaulter may notify the Defaulter at any time within 60 days following an
Event of Default [(or within 60 days following the default of a Partner Loan in
the case of a Partner exercising its right as a Material Lender pursuant to
paragraph (d) hereof)] with respect to the Defaulter of the election by the
Non-Defaulter to institute the appraisal procedure set forth in Article XVI for
the purpose of determining the Net Distribution Value of the Defaulter's
Partnership Interest as of the Pricing Date. Within five days after the
completion of such appraisal proceeding, the Non-Defaulter may notify the
Defaulter of its election to purchase such Partnership interest in accordance
with this Section 12.3.

     (b) If the Non-Defaulter does not elect to acquire the Partnership Interest
of the Defaulter as set forth in paragraph (a) above, the Non-Defaulter may
elect to dissolve and terminate the Partnership pursuant to Section 12.2 by
written notice to the Defaulter. The right of the Non-Defaulter to institute the
procedures for purchase of the Defaulter's Partnership Interest as set forth in
this Section 12.3 shall continue until the Non-Defaulter elects to exercise its
right to terminate the Partnership as provided in this paragraph (b) or until
the Event of Default shall have been cured, provided that such right shall
continue regardless of such cure with respect to any proceeding instituted by
the delivery of notice pursuant to Section 12.3(a) prior to such cure.

     (c) In the event of an exercise of the Non-Defaulter's right to purchase
the Partnership Interest of the Defaulter, the closing of the purchase and sale
of such Partnership Interest shall

                                      -30-



occur on the date 60 days after the final determination of the fair market value
of such Partnership Interest or on such earlier date as the Non-Defaulter shall
specify by written notice to the Defaulter. The purchase price, determined in
the manner as herein provided, shall be payable by certified or bank check or
wire transfer in same-day funds at the closing. At the closing, the Defaulter
shall transfer its Partnership Interest to the Non-Defaulter free and clear of
any liens, encumbrances and interests of third parties and shall execute and
deliver, or caused to be executed and delivered, any and all documents required
to fully transfer such Partnership Interest to the Non-Defaulter, including, but
not limited to, any documents required to release any interest of any other
Person who may claim an interest in such Partnership Interest. Any monetary
default by the Defaulter must be cured out of the proceeds from such sale at the
closing and any interest and principal owing on any outstanding Partner Loan of
the Defaulter must be paid in full. Following the date of closing, the Defaulter
shall have no further rights to any distributions from, or any income of, the
Partnership attributable to any period and all such rights shall vest in the
Non-Defaulter.

     (d) In the event the Partnership is in default in the payment when due of
any Partner Loan held by a Partner which is a Material Lender, the Partner which
is a Material Lender shall have the right to exercise the rights of a
Non-Defaulter under this Section 12.3, provided that such right will terminate
in the event all defaults are cured by the Partnership prior to the delivery of
the Notice pursuant to Section 12.3(a).

12.4 Replacement of the General Manager of the Partnership.

     Upon the occurrence of an Event of Default, the authority of the Defaulter
to call for the removal of the General Manager provided for in Section 7.7 shall
immediately be suspended and the Non-Defaulter shall have the right to appoint
the General Manager of the Partnership and such General Manager shall take
possession and control of the Partnership property and all books, records, bank
accounts and other documents related to the Partnership property and shall
perform all management responsibilities of the General Manager under this
Agreement.

12.5 Dissolution and Winding Up

     Upon dissolution of the Partnership:

     (a) an accounting shall be made of the Partnership, the capital account of
each Partner and the assets, liabilities and operations of the Partnership from
the date of the last accounting period by the terms hereof to the date of such
dissolution;

     (b) the Management Committee (or the Non-Defaulter in the case of an Event
of Default) shall act as Liquidating Trustee, and

                                      -31-



shall first make a reasonable effort to sell the business of the Partnership as
an ongoing business, and then liquidate the business of the Partnership in an
orderly manner, in which case, all or part of the assets, as determined by the
Liquidating Trustee, shall be sold and the proceeds thereof distributed in the
following order of priority unless otherwise required by mandatory provisions of
applicable law:

               (i) First, to the payment of creditors of the Partnership, other
     than the Partners, in the order of priority provided by law;

               (ii) Second, to the pro rata payment to the Partners for loans
     made by them to the Partnership in accordance with this Agreement; and

               (iii) Third, to the Partners in accordance with their Percentage
     Interests; provided, however, that the Liquidating Trustee may place in
     escrow a reserve of cash or other assets of the Partnership for contingent
     liabilities in an amount determined by the Liquidating Trustee as
     appropriate for such purposes;

     (c) during the period of liquidation, all Partners shall continue all
economic attributes of the Partnership attributable to their interest in the
Partnership in the same manner and proportion as before the liquidation;

     (d) the Liquidating Trustee, and all agents, officers, directors, partners,
(if any) of the Liquidating Trustee, shall be indemnified and held harmless by
the Partnership from and against any and all claims, demands, liabilities,
costs, damages and causes of action of any nature whatsoever, arising out of or
incidental to the taking of any action authorized under, or within the scope of
this Article XII, or to any officer or director thereof while the Liquidating
Trustee was so acting; provided, however, that neither the Liquidating Trustee
nor any officer or director thereof shall be entitled to indemnification
hereunder where the claim at issue arose out of the following:

               (i) a matter entirely unrelated to the duties of the Liquidating
     Trustee under the provisions of this Section 12.5;

               (ii) the proven gross negligence or willful misconduct of the
     Liquidating Trustee, or any officer or director thereof, or

               (iii) the proven breach by the Liquidating Trustee of its
     obligations under this Section 12.5.

                                      -32-



The indemnification rights herein contained shall be cumulative of, and in
addition to, any and all other rights, remedies and recourses to which the
Liquidating Trustee, or any officer or director thereof, shall be entitled, at
law or in equity.

                                  ARTICLE XIII
                    ACCOUNTING, BOOKS AND RECORDS AND REPORTS

13.1 Fiscal Year

     The fiscal year of the Partnership shall commence on July 1 of each
calendar year and end on June 30 of the next succeeding calendar year.

13.2 Books and Records

     The General Manager shall keep, or cause to be kept, full and accurate
records of all transactions of the Partnership in accordance with generally
accepted accounting practices applicable in the United States (except as agreed
by the Management Committee or as mandated under the Code). Such books and
records shall be maintained, for financial reporting purposes, on the accrual
basis and, to the extent possible, shall, at all times, be kept at the principal
office of the Partnership and shall be open during reasonable business hours for
the reasonable inspection and examination by the Partners and their authorized
agents and representatives, who shall have the right to make copies thereof. The
Partners and their authorized agents and representatives shall also have the
right, at all times, to enter the Project and to inspect and observe the same.

13.3 Reports

     Within 45 days following the end of each fiscal quarter, the General
Manager shall cause to be prepared and submitted to each Partner an unaudited
balance sheet and an unaudited income statement of the Partnership. In addition,
as soon as practicable, but in no event later than 45 days after the close of
each fiscal year of the Partnership, the General Manager shall cause to be
delivered to each Partner, in respect of the immediately preceding fiscal year,
an audited balance sheet of the Partnership as at the end of, and the related
audited statements of income, reinvested earnings and changes in financial
position for, such fiscal year prepared in accordance with generally accepted
accounting principles consistently applied and accompanied by a report thereon
of any nationally recognized firm of independent public accountants selected by
the Management Committee to the effect that such financial statements have been
prepared in accordance with generally accepted accounting principles and present
fairly the Partnership's financial position, results of operation and changes in
financial position. Also, the General Manager shall furnish to each Partner

                                      -33-



such other information (including financial projections) respecting the
properties, business affairs and financial condition and/or operations of the
Partnership as such Partner may from time to time reasonably request.

13.4 Tax Information

     (a) By the 10th day of the fourth month following each fiscal year of the
Partnership, the General Manager, at the expense of the Partnership, shall cause
to be delivered to the Partners such information as shall be necessary
(including a statement for that year of each Partner's share of net income, net
gains, net losses and other items of the Partnership) for the preparation by the
Partners of their federal, state and local income and other tax returns.

     (b) The General Manager shall furnish to each Partner a copy of each
federal income tax return, for review and approval by such Partner at least
thirty days prior to the anticipated filing date of such return.

13.5 Tax Matters Partner

     The Partners designate the Company as the tax matters partner of the
Partnership pursuant to Section 6231(a)(7) of the Code and authorize the General
Manager to take any and all action necessary to confirm such designation.

13.6 Auditors

     The Management Committee shall appoint the auditors of the Partnership
which shall be a nationally recognized firm of independent public accountants.

                                   ARTICLE XIV
                       PARTNERSHIP FUNDS AND BANK ACCOUNTS

     The General Manager shall open and maintain (in the name of the
Partnership) a separate bank account or accounts in banks or savings and loan
associations, the deposits of which within certain statutory limits are insured
by an agency of the United States government, in which shall be deposited all
funds of the Partnership. The funds of the Partnership shall not be commingled
with the funds of any other Person. Withdrawals from such account or accounts
shall be made upon the signature or signatures of such person or persons as the
Partners shall designate. The funds of the Partnership shall be invested and
reinvested in accordance with such investment policies and guidelines as the
Management Committee may from time to time adopt, except that no such funds may
be invested in connection with any acts otherwise prohibited by this Agreement.

                                      -34-



                                   ARTICLE XV
                                 BUY-SELL OPTION

15.1 General

     (a) Except following the initiation and during the pendency of the default
buy-out mechanism specified in Section 12.3, each Partner shall have, and is
hereby granted, a right to be exercised by notice (the "Buy-Sell Notice") to the
other Partner to institute a buy-sell procedure, pursuant to which the Partner
giving the Buy-Sell Notice (the "Tendering Partner") shall offer to purchase the
Partnership Interest of the Partner receiving the Buy-Sell Notice (the
"Recipient Partner") for the price set forth in the Buy-Sell Notice. Neither
Partner may institute the buy-sell procedure set forth herein prior to July 1,
1994 except that a Partner who has the right under Section 12.3(d) to elect to
initiate the buy-out mechanism under Section 12.3 shall have the right, as an
alternative to his rights under Section 12.3, to institute the buy-sell
procedure set forth herein; provided that in no event shall a Defaulting Partner
be entitled to initiate such proceedings.

     (b) Unless the Tendering Partner has theretofore withdrawn its Buy-Sell
Notice by written notice to the Recipient Partner, no later than 60 days
immediately succeeding the day on which the Recipient Partner receives the
Buy-Sell Notice, the Recipient Partner must notify the Tendering Partner of its
election either (i) to sell to the Tendering Partner the Partnership Interest of
the Recipient Partner for the price set forth in the Buy-Sell Notice or (ii) to
purchase the Partnership Interest of the Tendering Partner for the price set
forth in the Buy-Sell Notice.

     (c) The failure of the Recipient Partner to notify the Tendering Partner
within the aforesaid 60-day period of its election to buy or to sell in
accordance with paragraph (b) above shall conclusively be deemed for all
purposes to be an election by the Recipient Partner to have agreed to sell to
the Tendering Partner its Partnership Interest at the price set forth in the
Buy-Sell Notice; such deemed election shall be treated as having occurred on the
last day of such 60-day period. Notwithstanding the foregoing, the right to
institute the buy-sell procedure set forth in this Section 15.1 may not be
exercised by a Partner following the initiation and during the pendency of the
default buy-out mechanism specified in Section 12.3.

     (d) Subject to Section 15.3, the closing of the purchase and sale of a
Partnership interest pursuant to this Section 15.1 (the "Buy-Sell Closing")
shall occur on the date 90 days after receipt of the relevant Buy-Sell Notice or
on such earlier date as the purchasing Partner shall specify by written notice
to the selling Partner. Any interest and principal owing on any Partner Loan
held by the selling Partner shall be paid in full at the Buy-Sell Closing. The
purchase price specified in the Buy-Sell

                                      -35-



Notice, as adjusted pursuant to the provisions of Section 16.3, shall be payable
by certified or bank check or wire transfer in same-day funds at the Buy-Sell
Closing.

     (e) In the event of a Buy-Sell Closing pursuant to this Section 15.1
involving a selling Partner with respect to whom an Event of Default shall have
occurred, such Buy-Sell Closing shall not relieve or discharge such selling
Partner with respect to any liability it may have on account of such Event of
Default and such selling Partner shall remain liable to the Partnership and to
the purchasing Partner therefor. Following the Buy-Sell Closing, the selling
Partner shall have no further rights to any distributions from, or any income
from, the Partnership attributable to any period and all such rights shall vest
in the purchasing Partner.

15.2 Specific Performance

     It is expressly agreed that the remedy at law for breach of any of the
obligations set forth in this Article XV or Section 12.3 is inadequate in view
of (i) the complexities and uncertainties in measuring the actual damages that
would be sustained by reason of the failure of a Partner to comply fully with
each of said obligations, and (ii) the uniqueness of the Partnership business
and the Partnership relationship. Accordingly, each of the aforesaid obligations
shall be, and is hereby expressly made, enforceable by specific performance.

15.3 Governmental Compliance

     In the event that governmental filings must be made, approvals obtained
and/or waiting periods observed before any closing may be legally consummated
pursuant to Section 12.3 or 15.1, the date of such closing shall,
notwithstanding any provision of this Agreement to the contrary, unless
otherwise agreed by the Partners, be the fifth business day following the latest
to occur of the making of such filings, the receipt of such approvals and the
expiry of such waiting periods. The Partners shall use their best efforts to
make any such filings, obtain any such approvals and/or cause any such waiting
periods to run, as quickly as possible.

                                   ARTICLE XVI
                     DETERMINATION OF NET DISTRIBUTION VALUE

16.1 General

     The provisions of this Article XVI shall apply with respect to the
determination of the Net Distribution Value of any Partnership Interest pursuant
to this Agreement.

                                      -36-



16.2 Certain Definitions

     As used herein, the following terms shall have the meanings specified
below:

               (a) "Appraisal Panel" has the meaning specified in Section 16.3.

               (b) "Fair Market Value" means the cash price which the
     Partnership Fixed Assets should bring at a fair sale between a
     sophisticated buyer and a sophisticated seller both of whom are acting
     prudently and knowledgeably, assuming (i) that the price is not affected by
     undue stimulus, (ii) that the Partnership Fixed Assets are sold on the
     relevant Valuation Date subject to this Agreement and all other agreements
     (including leases, management agreements, cement purchase and sale orders,
     and service agreements), liens and encumbrances then in effect with respect
     to the Partnership Fixed Assets and (iii) that the buyer will assume all
     guarantees and other contingent liabilities and obligations related to the
     Partnership Fixed Assets.

               (c) "Net Distribution Value", when used with reference to any
     Partnership Interest, shall mean the amount, if any, that the owner of such
     Partnership Interest would be entitled to receive from the Partnership
     pursuant to Section 12.5 (including any amount attributable to such
     Partnership Interest which may be retained by the Partnership in the
     exercise of the set-off right described in Section 22.5 and any amount
     attributable to such Partnership Interest which may be applied to the
     payment of a Partner Loan in accordance with Section 6.2) in connection
     with the dissolution and winding up of the Partnership on the relevant
     Valuation Date if, immediately prior to such dissolution and winding up,
     (i) the Partnership Fixed Assets had been sold for cash on the Valuation
     Date at its then Fair Market Value, (ii) the Partnership had received, as
     net cash proceeds from such sale, an amount equal to the Net Fair Market
     Value as of the valuation date, (iii) all Non-Fixed Assets Property had
     been sold at its net book value as reflected on the Partnership's books as
     of the relevant Valuation Date, (iv) the Partnership had received cash
     equal to the net book value of the Non-Fixed Assets Property as of the
     Valuation Date, (v) all fixed liabilities of the Partnership (other than
     those taken into account in determining Fair Market Value) were satisfied
     as of the Valuation Date and (vi) reserves for contingent liabilities
     (other than contingent liabilities taken into account in determining Fair
     Market Value) in the amounts reflected on the Partnership's books as of the
     Valuation Date were provided for.

                                      -37-



               (d) "Net Fair Market Value" means the Fair Market Value less all
     reasonable closing costs and expenses which would be normally incurred by a
     seller in connection with the sale of the Partnership Fixed Assets under
     the circumstances described in the definition of "Fair Market Value", as
     determined by the Appraisal Panel, including, without limitation, such
     brokerage commissions, legal fees, title insurance premium expense, escrow
     fees, closing costs and other similar expenses (excluding transfer taxes)
     as would be normally payable by such a seller of the Partnership Fixed
     Assets.

               (e) "Non-Fixed Assets Property" means all assets of the
     Partnership of every kind and description and wherever located, including
     all cash on hand, accounts receivable, notes receivable, contract rights,
     inventory, work in process, supplies and other personalty, but excluding
     the Partnership Fixed Assets.

               (f) "Partnership Fixed Assets" means all real property (or any
     interest therein) plant and equipment owned by the Partnership and all
     improvements and fixtures thereon.

               (g) "Transferee" means the Non-Defaulter that has elected to
     purchase the relevant Partnership Interest pursuant to Section 12.3.

               (h) "Transferor" means the Defaulter whose Partnership Interest
     is being acquired pursuant to Section 12.3.

               (i) "Valuation Date" means the date as of which the Net
     Distribution Value of any Partnership Interest is to be determined under
     this Agreement.

16.3 Determination of Net Fair Market Value; Appraisal Proceedings

     (a) Whenever this Agreement provides for the determination of the Net
Distribution Value of any Partnership Interest, the Transferor and the
Transferee shall consult for the purpose of appointing a mutually acceptable
appraiser, and if such parties agree on such appraiser, such appraiser shall
constitute the "Appraisal Panel". If the Transferor and the Transferee are
unable to agree on a mutually acceptable appraiser within five days after the
date on which such appraisal procedure is commenced, then the Appraisal Panel
shall consist of three appraisers and, toward that end, each of the Transferor
and the Transferee shall, within 10 days after the expiration of such five-day
period, appoint an appraiser. The two appraisers so appointed shall, within 10
days after the second of them has been appointed, appoint a third appraiser, and
such appraisers shall constitute the "Appraisal Panel". If the two appraisers
selected by the Transferor and the Transferee are unable

                                      -38-



to agree upon the third appraiser within such 10-day period, either the
Transferor or the Transferee may apply to the Senior Judge of the United States
District Court of the Northern District of Texas for the appointment of a third
appraiser. If either the Transferor or the Transferee fails to appoint an
appraiser within the five-day period referred to above, the appraiser appointed
by the other shall be deemed to constitute the "Appraisal Panel". Each appraiser
shall be an independent appraiser and financial expert who is generally
recognized as having current competence in the valuation of properties similar
to the Partnership Fixed Assets which are located in the Market.

     (b) The Appraisal Panel shall be instructed to determine, within 45 days of
its appointment in accordance with paragraph (a) above, the Fair Market Value
and Net Fair Market Value as of the relevant Valuation Date. The Fair Market
Value determinations of each member of the Appraisal Panel shall be averaged and
such average shall constitute the determination of the Appraisal Value; provided
that if the Appraisal Panel shall consist of three appraisers and the Fair
Market Value determination of one (and only one) of the appraisers shall differ
by more than 20% from the second highest Fair Market Value determination then
the Fair Market Value determination differing by more than 25% of all three
appraisers, if any, shall be excluded, and the remaining two Fair Market Value
determinations shall be averaged and such average shall constitute the
determination of the Appraisal Panel. The Appraisal Panel shall furnish the
Transferor and the Transferee with a written report of its determination within
the 45-day period referred to above, which report shall (i) be signed by each
member of the Appraisal Panel, (ii) specify the amount determined by the
Appraisal Panel to be the Fair Market Value as of the relevant Valuation Date
and (iii) specify the amount determined by the Appraisal Panel to be the Net
Fair Market Value as of such Valuation Date. The determination of the Fair
Market Value by the Appraisal Panel shall be final and binding upon the
Transferor and the Transferee. A copy of such report shall be promptly delivered
to the Partnership's independent accountants.

     (c) The fees and expenses of the appraiser appointed by the Transferor
shall be paid by the Transferor, the fees and expenses of the appraiser
appointed by the Transferee shall be paid by the Transferee and the fees and
expenses of the third appraiser, together with any other costs and expenses
incurred in connection with the appraisal proceeding, shall be divided equally
between the Transferor and the Transferee.

16.4 Determination of Net Distribution Value

     (a) Whenever this Agreement provides for the determination of the Net
Distribution Value of any Partnership Interest, such determination shall be made
by the Partnership's independent accountants appointed in accordance with this
Agreement.

                                      -39-



In making such determination, such independent accountants (i) shall be bound by
the determination of Net Fair Market Value set forth in the relevant appraisal
report delivered to the pursuant to Section 16.3(b), (ii) shall take into
account all relevant provisions of this Agreement, (iii) shall ascertain the net
book value of the Non-Fixed Assets Property and (iv) to the extent not
inconsistent with the provisions of this Agreement, shall be guided by generally
accepted industry practices.

     (b) Whenever this Agreement provides for the determination of the Net
Distribution Value of any Partnership Interest, the Partnership's independent
accountants shall be requested to make such determination within 15 days after
the related report of the Appraisal Panel is delivered pursuant to paragraph (b)
of Section 16.3. Following their determination of the Net Distribution Value of
any Partnership Interest, the Partnership's independent accountants shall submit
a written report to the relevant Transferor and Transferee, which report shall
(i) incorporate the relevant report of the Appraisal Panel, (ii) specify the
amount of such Net Distribution Value and demonstrate in reasonable detail the
manner in which such amount was calculated, (iii) contain a reasonable
explanation of the principles applied by them in connection with such
determination and (iv) contain a copy of their work papers underlying such
report.

                                  ARTICLE XVII
                                     NOTICES

     Whenever any notice is required or permitted to be given under any
provision of this Agreement, such notice shall be in writing, signed by or on
behalf of the person giving the notice and shall be deemed to have been given on
the earlier to occur of (i) actual delivery or (ii) three business days after
mailing by certified mail, postage prepaid, return receipt requested, addressed
to the person or persons to whom notice is to be given as follows (or at such
other address as shall be stated in a notice similarly given):

     (a) if to the Company or RVC, such notice shall be given at the following
address:

          P. O. Box 190999
          Dallas, Texas 75219-0999
          Attn: Royce W. Montgomery, Esq.

     (b) if to the Partnership or the General Manager, such notice shall be
given at the following address:

          660 North Diamond Bar Blvd.
          Diamond Bar, California 91765

                                      -40-



                                  ARTICLE XVIII
                             AMENDMENTS AND WAIVERS

     No amendment, modification or waiver of this Agreement, or any part hereof,
shall be valid or effective unless in writing and signed by the Partners. No
waiver of any breach or condition of this Agreement shall be deemed to be a
waiver of any other condition or subsequent breach, whether of like or different
nature.

                                   ARTICLE XIX
                                 APPLICABLE LAWS

     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.

                                   ARTICLE XX
                           PRIOR AGREEMENTS SUPERSEDED

     This Agreement, together with all other agreements and instruments executed
and delivered by the Partners at the Commencement hereunder, constitutes the
entire agreement of the Partners pertaining to the subject matter hereof and
supersedes in its entirety all prior agreements, whether written or oral,
between the parties hereto.

                                   ARTICLE XXI
                               TIME OF THE ESSENCE

     Time is of the essence in the performance of all of the obligations of the
Partners provided for in this Agreement.

                                  ARTICLE XXII
                            MISCELLANEOUS PROVISIONS

22.1 Titles and Captions

     All Article and Section titles or captions in this Agreement are for
convenience and reference only, shall not affect the meaning of any provision of
this Agreement and shall not be taken into account in construing any such
provision.

22.2 Pronouns and Plurals

     Whenever the context may require, any pronoun used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns, pronouns and verbs shall include the plural and vice versa.

                                      -41-



22.3 Binding Effect

     This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

22.4 Further Assurances

     The parties hereto shall execute and deliver all documents and instruments,
provide all information and take such action as may be reasonably necessary.

22.5 Creditors

     None of the provisions of this Agreement shall be for the benefit of or
enforceable by any creditors of the Partnership.

22.6 Exercise of Rights

     No failure or delay on the part of either Partner or the Partnership in
exercising any right, power or privilege hereunder and no course of dealing
between the Partners or between the Partners and the Partnership shall operate
as a waiver thereof, nor shall any single or partial exercise of any right,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The rights and remedies
herein expressly provided are cumulative and not exclusive of any other rights
or remedies which a Partner or the Partnership would otherwise have at law or in
equity or otherwise.

22.7 Waiver

     Neither a waiver by a Partner of a breach or of a default under any
provision of this Agreement, nor the failure of a Partner, on a one or more
occasions, to enforce any provision of this Agreement or to exercise any right,
remedy or privilege hereunder shall be construed as a waiver of any subsequent
breach or default of a similar nature, or a waiver of any such provisions,
rights, remedies or privileges hereunder.

22.8 No Agency

     Except as specifically provided herein or by mandatory provision of
applicable law, this Agreement shall not cause one Partner to become the agent
or legal representative of the other Partner. Except as otherwise specifically
provided in this Agreement, neither Partner shall have any authority to act for,
or to assume any obligation or responsibility of, the other Partner or the
Partnership.

                                      -42-



22.9 Attorneys' Fees

     If either Partner commences an action against the other Partner to
interpret or enforce any of the terms of this Agreement or for damages or
default by such other Partner, the losing or defaulting Partner shall pay to the
prevailing Partner all reasonable fees, costs and expenses (including the
reasonable fees and expenses of attorneys and witnesses) incurred in connection
with the prosecution or defense of such action, whether or not the action is
prosecuted to a final judgment; provided, however, in the event there is no
clear prevailing party, such fees, costs and expenses shall be borne as
determined by the court.

22.10 Interpretation

     In this Agreement, unless a contrary intention appears, the words "herein",
"hereof" and "hereunder" and other words of similar import refer to this
Agreement as a whole and not to any particular Article, Section or other
subdivision. No provision of this Agreement shall be interpreted or construed
against either Partner solely because that Partner or its legal representative
drafted such provision.

22.11 Severability

     If any provision of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, the invalid, illegal or unenforceable provision
shall be reformed so as to accomplish as nearly as practicable the intent and
purpose of this Agreement in a manner which is valid, legal and enforceable and
the validity, legality and enforceability of the remaining provisions hereof, or
of such provision in other respects, shall not be affected thereby.

     IN WITNESS WHEREOF, the parties hereto have subscribed to this Agreement as
of the date and year first above written.

                                        RIVERSIDE CEMENT COMPANY


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Title: Vice President, General Counsel
                                               and Secretary


                                        RVC VENTURE CORP.


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Title: VP


                                      -43-



                                    EXHIBIT A

                           Schedule of Excluded Assets

     1. Any and all real and personal property interests held or owned in whole
or in part by the Company (or any affiliate thereof) located in Los Angeles
County, California, except for Permit No. 690 (the "Berth Lease") dated as of
November 29, 1990 granted by the City of Los Angeles to RIC Company and the
assets related thereto, such excluded assets to include without limitation the
property described on Appendix A-1 attached hereto.

     2. Any and all real and personal property interests held or owned in whole
or in part by the Company (or any affiliate thereof) located in Amador County,
California, including without limitation the property described on Appendix A-2
attached hereto.

     3. That certain stockpile of approximately 90,000 tons of oil-containing
soil segregated within the Company's raw material storage area located on the
Crestmore plant property which soil was excavated by the Company in conjunction
with the removal and closure of a former fuel oil storage tank upon the
Crestmore plant property.

     4. All of those certain improvements and fixtures on which the Company's
electric power generating plant at Oro Grande, San Bernardino County, California
is located or which comprise or form a part of such electric power generating
plant, which said property is more particularly described on Exhibits B and C of
that certain Ground Lease and Reciprocal Easement Agreement (the "Ground Lease")
dated as of June 30, 1990, by and between Beazer West, Inc., a Delaware
corporation and the parent corporation of the Company ("Beazer West"), and the
Company. All of the equipment, machinery and other personal property used in
connection with said electric power generating plant (said personal property
being more particularly described on Exhibit A of said Ground Lease) was
previously conveyed by the Company to Beazer West in the form of a dividend
pursuant to the Unanimous Written Consent of the Board of Directors of the
Company dated June 27, 1990, and, therefore, are not to be transferred and
conveyed to the Partnership.

     5. Applications for Permits to Construct and Permits to Operate of the
Company filed with the South Coast Air Quality Management District related to
the construction of a concrete batch plant, asphalt batch plant and aggregate
processing plant on the Crestmore plant property, any permits subsequently
issued with respect thereto (at the request of the Company, the parties to the
Agreement will execute a memorandum of ownership of such applications and
permits, showing the Company as the true and lawful owner of all right, title
and interest in and to such applications and permits and providing that the
Company shall be entitled to conduct all operations applied for pursuant to such
applications and permitted under such permits.



     6. Pending Application for Mining Permit and Reclamation Plan of the
Company filed with the Riverside County Planning Department for the Crestmore
Quarry on the Crestmore plant property, and any permit(s) subsequently issued
with respect thereto (at the request of the Company, the parties to the
Agreement will execute a memorandum of ownership of such application and
permits, showing the Company as the true and lawful owner of all right, title
and interest in and to such application and permits and providing that the
Company shall be entitled to conduct all operations applied for pursuant to such
application and permitted under such permits).

     7. Any and all rights relating to or arising out of any lawsuits to which
the Company is a party involving the existence of asbestos or asbestos
containing materials, including those certain lawsuits identified on Appendix
A-3 entitled "Master List-Asbestos Lawsuits" attached hereto; such rights to
include, without limitation all rights to recoveries or reimbursement for costs
and settlements incurred or to be incurred in connection therewith.

     8. Any and all accounts receivable purchased and sold pursuant to the terms
of: (i) that certain Asset Purchase and Sale Agreement dated as of September 29,
1989, by and among Gifford-Hill Cement Company, Abacus Funding co., Beazer
Materials & Services, Inc., Manufacturers Hanover Trust Company, Manufacturers
Hanover Agent Bank Services Corporation, Davidson Mineral Properties, Inc., The
Stone Man, Inc., Associated Asphalt Products, Inc., Reeves Construction Co.,
Tugalo Construction Company, Inc., Sloan Construction Company, Inc., and
Gifford-Hill Cement Company of South Carolina; and (ii) that certain Asset
Purchase and Sale Agreement dated as of September 29, 1989, by and among
Gifford-Hill Cement Company, Beazer Materials & Services, Inc., Manufacturers
Hanover Trust Company, Manufacturers Hanover Agent Bank Services Corporation,
Davidson Mineral Properties, Inc., The Stone Man, Inc., Associated Asphalt
Products, Inc., Reeves Construction Co., Tugalo Construction Company, Inc.,
Sloan Construction Company, Inc., and Gifford-Hill Cement Company of South
Carolina.

     9. Any and all rights in, to and under (including any and all rights in, to
and under the equipment covered thereby) that certain Master Rental Agreement
dated March 7, 1988, by and between American Commercial Terminals, Inc. and
Gifford-Hill & Company, Inc. regarding the lease of certain computer equipment,
and all existing rights to use any software or proprietary information
associated therewith.

     10. Any and all rights in, to and under (including any and all rights in,
to and under the equipment covered thereby) that certain Master Rental Agreement
dated September 4, 1987, by and between American Commercial Terminals, Inc. and
Gifford-Hill & Company, Inc. regarding the lease of certain computer equipment,
and all existing rights to use any software or proprietary information
associated therewith.

                                      - 2 -



     11. Any and all rights in, to and under (including any and all rights in,
to and under the equipment covered thereby) that certain Purchase Order No.
21635 dated April 16, 1990, by and between Racal-Milgo Information Systems and
Gifford-Hill & Company, Inc. regarding the lease of certain computer equipment
and all existing rights to use any software or proprietary information
associated therewith; together with all rights in, to and under that certain
Maintenance Agreement for Racal-Milgo Equipment and Diagnostic Controllers dated
July 12, 1988 by and between Racal-Milgo Information Systems and Gifford-Hill &
Company, Inc.

     12. Deed of Trust Notes dated December 30, 1987 and May 16, 1988, each by
Southern Mutual Corporation payable to the order of Gifford-Hill Cement Company
in the original principal amount of $1,248,500 and $150,000, respectively,
executed in connection with the sale of the Jensen Quarry property.

     13. Those certain repair parts for kiln and pre-kiln assets identified on
Appendix A-4 attached hereto.

     14. All funding with respect to the Beazer West, Inc. Pension Plan other
than that to be transferred to the Venture's Pension Plan pursuant to the
provisions of Section 6.3(b)(ii) of the Agreement.

     15. The following contracts were in existence as of the Commencement Date
but are not to be assigned by the Company and shall not constitute Assumed
Obligations. Rather, the Company is obligated to and shall acquire the
underlying assets which are the subject of said contracts and transfer and
convey said assets to the Partnership.

     a. Receivable Purchase Agreement, dated September 29, 1989, by and among
     Gifford-Hill Cement Company (as "Seller"), Beazer PLC, Cooperative
     Vereniging "ESC Securitization" U.A., the other sellers named therein, and
     Citibank, N.A. as Agent. As of the Commencement Date, Beazer West
     substituted its intercompany account payable to the Company for the third
     party accounts receivable of the Company which are, in part, the subject of
     this Agreement. As the same are released by Citibank, N.A., the
     intercompany account payable of Beazer West will be paid.

     b. (i) Agreement and Lease dated as of September 19, 1989, by and between
     Gifford-Hill & Company, Inc., as Lessee, and Security Pacific Credit
     Company, as Lessor; and (ii) Subsidiary Agreement dated September 28, 1989,
     by and between Gifford-Hill & Company, Inc. and Gifford-Hill Cement
     Company. While the obligations and liabilities under these contracts are
     not Assumed Obligations, the equipment leased under these contracts was
     transferred and conveyed to the Partnership as of the Commencement Date.

     c. Agreement and Lease dated as of June 15, 1989, by and between Mellon
     Financial Services Corporation #3, as Lessor,

                                      - 3 -



     and Gifford-Hill & Company, Inc., as Lessee. While the obligations and
     liabilities under this contract are not Assumed Obligations, the equipment
     leased under this contract was transferred and conveyed to the Partnership
     as of the Commencement Date.

                                      - 4 -



                                  APPENDIX A-1

     All of the real property located in Los Angeles County, California, covered
by the following Assessor's Parcel Numbers:

8532-004-003
8532-004-012
8532-006-002
8532-009-010
8532-009-011
8532-010-002
8532-010-003
8532-011-001
8532-011-003
8532-012-001
8532-012-002
8532-013-001
8532-013-002
8532-013-004
8532-013-005
8532-013-006
8532-014-003
8532-014-004
8532-014-005
8532-015-001
8532-016-005



                                  APPENDIX A-2

All that real property situated in the State of California, County of Amador,
City of none described as follows:

DIVISION A

FEE LOTS WITHIN TOWNSITE OF VOLCANO

BLOCK 1

Lots 2, 3, 5, 17, 18, 19, 20, 21, 22, 23, 24, 25: ALSO all that portion of said
Block 1 in said Townsite (Volcano) more particularly described as follows, to
wit:

Commencing at the Southwest corner of Section 23, Township 7 North, Range 12
East, M.D.B. & M., which point is also the Southwest corner of said Townsite of
volcano and running thence Northerly along the Westerly line of said Townsite
and of said Section 23, 1040 feet, more or less to the most Southerly corner of
Lot 20 in Block 1; thence Northeasterly and along the Southeasterly line of said
Lot 20, 340 feet, more or less, to the Southwesterly line of Lot 19 in said
Block 1; thence Southeasterly along the Southwesterly line of Lots 19 and 18 in
said Block 1, and Southerly along the Westerly line of Lot 17 in said Block 1,
as distance of 224 feet, more or less, to the most Southerly corner of said Lot
17; thence Northeasterly along the Southeasterly line of said Lot 17, 25 feet,
more or less, to the most Westerly corner of Lot 16 in said Block 1; and thence
Southeasterly and along the Southwesterly line of Lots 16, 15, 14, 13, 12, 11,
10, 9 and 8, a distance of 212 feet, more or less to the most Southerly corner
of Lot 8 in said Block 1; thence Southeasterly 14 feet, more or less, to the
most Westerly corner of Lot 7 in said Block 1; thence Southeasterly along the
Southwesterly line of Lots 7, 6 and 5 in said Block 1, 100 feet, more or less,
to the Northwesterly corner of Lot 3, in said Block 1; thence Southeasterly 107
feet, more or less, to the Southwesterly corner of said Lot 3; thence Easterly
38 feet, more or less, to the Southeasterly corner of said Lot 3; thence
Easterly 30 feet, more or less, to the Southwest corner of Lot 2 in said Block
1; thence Easterly 82 feet, more or less, to the Southeast corner of said Lot 2
and the Southwesterly line of Main Street as the same is shown on said map;
thence Southeasterly along the Southwesterly line of Main Street and along the
Southwesterly line of Mahala Flat Road 446 feet, more or less, to the
Northeasterly corner of Lot 1 in said Block 1, thence Southwesterly along the
Northerly line of said Lot 1, Block 1, to the Northwest corner thereof; thence
Southeasterly along the Westerly boundary of said Lot 1, Block 1, to the
Southwest corner thereof, being a point on the Southerly boundary line of the
said Volcano Townsite, thence Westerly along said last mentioned line to the
point of commencement being all of said Lot 26 in said Block 1 and including
therein Lot 27 of said Block 1.

A.P.N.   29-141-010
         29-141-012
         29-141-017
         29-060-001
         29-060-002

BLOCK 2

Lots 1, 2, 3, 7, 9, 10; ALSO al that portion of Block 2 of said Townsite of
Volcano, more particularly described as follows, to wit: Commencing at the point
of intersection of the Southwesterly line of Lot 8 in said block 2 a the
Northeasterly line of Main Street, as shown on said map of Volcano; thence
Southeasterly along the Northeasterly line of Main Street and the Northeasterly
line of Mahala Flat Road, 570 feet, more or less, to the

                                       1



Northwest corner of Lot 2 in said Block 2; thence Northeasterly along the
Northwesterly line of said Lot 2, 200 feet, more or less, to the most Northerly
corner of said Lot 2; thence Southeasterly along the Northeasterly line of said
Lot 2, 55 feet, more or less, to the Northwest line of Lot 5 in said Block 2;
thence Northeasterly along the Northwesterly line of Lot 5 and the Northwesterly
line of Lot 7 in said Block 2, 480 feet, more or less, to the Easterly line of
said townsite; thence Northerly along the Easterly line of said townsite 920
feet, more or less, to the intersection with the Southeasterly line of said Lot
2 in Block 5 (extended Northeasterly from the most Easterly corner of said Lot
2); thence Southwesterly along said Southeasterly line as extended and along the
Southeasterly line of Lots 2 and 1 in said Block 5, 360 feet, more or less, to
the most Southerly corner of said Block 5; thence Southwesterly 190 feet, more
or less, to the most Easterly corner of Lot 11 in said Block 2; thence
Southwesterly along the Southeasterly line of Lot 11 and Lot 8 in said Block 2,
430 feet, more or less to the point of commencement.

EXCEPTING THEREFROM that portion of Lot 12, Block 2 more particularly described
as follows:

Beginning at the most Northerly fence corner of the Volcano Community Service
District well lot, from which point a 1/2 in steel rod tagged L.S. 2902 marking
the Northeast corner of Lot 9 of Block 13 as said Lot 9 is shown and so
designated upon that certain official map entitled "RECORD OF SURVEY PROPERTY OF
THEBAUT & WINTLE" recorded in the office of the Recorder of Amador County in
Book 8 of Maps and Plats at Page 81, bears North 06 degrees 06' 20" East,
1514.77 feet distant; thence, from said point of beginning, along a line of
fence around said Volcano Community Services District well lot, South 18 degrees
30' 57" East 13.20 feet to a fence corner; thence South 71 degrees 04' 28" West
11.63 feet to a fence corner; thence North 20 degrees 50' 12" West 11.95 feet to
a fence corner; thence North 65 degrees 08' 08" East 12.19 feet to the point of
beginning.

A.P.N.   29-045-002
         29-060-005
         29-060-007
         29-060-008
         29-060-011

                                       2



BLOCK 2

All that portion of Block 2 of the Townsite of Volcano lying North of the
Easterly extension of the Southeasterly line of Lot 2, Block 5.

A.P.N. 29-053-011

BLOCK 9

Lots 4, 5, 6, 7 excepting therefrom the following portion of Lot 6:

Beginning at a point which is the Northwest corner of Lot 13, Block 9 and is
common to Lot 6, block 9, thence South 33 degrees, 15', East 60 feet, 9 Inches;
south 25 degrees, 15', West 21 feet, 6 inches; North 33 degrees, 30', West 12
feet, 8 inches; South 55 degrees, 30', West 9 feet, 6 inches; North 32 degrees,
30', West 38 feet, all former lines of Lot 6, thence North 16 degrees, 47', East
32 feet, 9 inches to the place of beginning.

ALSO EXCEPTING THEREFROM the following portion of Lot 7:

Beginning at the corner common to Lot 7 and Lot 8 on the Northerly side of
Emigrant Street as shown on above mentioned Townsite plat, said corner being
marked by a 1/2" rebar tagged LS 2902, thence; North 50 degrees 41' 40" West,
along the line common to said Lot 7 and Lot 8, 90.53 feet to a 3/4" rebar tagged
LS 3488, thence; South 31 degrees 38'23" West, 46.09 feet to a point on the
Westerly line of Lot 7, being also the Northeasterly corner of Lot 13 as shown
on said Townsite Plat, thence Southeasterly along the line common to said Lot 7
and Lot 13, 90 feet more or less to the North side of said Emigrant Street,
thence; Northeasterly along the North side of said Emigrant Street to the point
of beginning.

A.P.N. 29-033-014

BLOCK 12

Lot 10 and 11

A.P.N. 29-022-008
Lot 11 appears to be assessed as a portion of 30-030-015

BLOCK 13

Lot 1, 2, 10, 12: ALSO, all that portion of Block 13 of said townsite of
Volcano, more particularly described as follows:

Commencing at the Northwest corner of said townsite, which point is also the
Northwest corner of the West half of the Southwest quarter of Section 23,
Township 7 North, Range 12 East, M.D.B. & M., thence Southerly along the
Westerly line of said Townsite and of said Section 23, 890 feet, more or less,
to the Northwest corner of Lot 2 in Block 14, as shown on said map; thence
Easterly along the Northerly line of said Lot 2, 30 feet, more or less, to the
Northeast corner of said Lot 2; thence Southeasterly along the Northeasterly
line of said Lot 2, 120 feet, more or less, to an angle point therein; thence
Southwesterly 23 feet, more or less, to a re-entrance angle point in the
Easterly line of said Lot 2; thence Southeasterly along the Northeasterly line
of Lot 2 and of Lot 1 in said Block 14, 140 feet, more or less, to the most
Easterly corner of Lot 1 on said Block 14; thence

                                        3



Southeasterly 66 feet, more or less, to the most Westerly corner of Lot 2 in
said Block 13; thence Northeasterly to the most Northerly corner of Lot 2 in
said Block 13; thence Southeasterly along the Northeasterly line of said Lot 2,
to the most Easterly corner thereof; thence Northeasterly along the
Northwesterly line of Lot 1 in said Block 13 and along the extension thereof
Northeasterly 194 feet, more or less, to the intersection with the Southwesterly
line of Lot 10 in Block 9 extended Northwesterly; thence Southeasterly along the
last mentioned line as extended, 77 feet, more or less, to the Northwesterly
line of Baptist Street, as shown on said map of Volcano; thence Northeasterly
along the Northwesterly line of Baptist Street 110 feet, more or less, to the
Southwest corner of Lot 7 in said Block 13; thence Northeasterly along the
Northwesterly line of said Lot 7, 30 feet, more or less, to the most
Southwesterly line of Lot 8 in said Block 13, thence Westerly along the last
mentioned line, 40 feet, more or less, to the most Westerly corner of said Lot
8; thence Northeasterly along the Northwesterly line of Lots 8 and 9 of said
Block 13, 170 feet, more or less, to the Southwesterly corner of Lot 10 in Block
13; thence Northerly 190 feet, more or less, to the Northwesterly corner of said
Lot 10; thence Northwesterly along the Southwesterly line of Lot 12 in said
block 13, 450 feet, more or less, to the most Westerly corner of said Lot 12;
thence Northeasterly 280 feet, more or less, to the Northwest corner of said Lot
12 and the Northerly line of said townsite, thence Westerly thereon 290 feet,
more or less, to the point of beginning, including herein Lots 3, 4, 5, 6 and
13.

A.P.N.   29-010-001
         29-032-001

BLOCK 14

Lot l and 2

A.P.N.   29-031-001

                                        4



DIVISION B

Those certain parcels of land lying in the Northwest quarter of the Northwest
quarter of Section 26, Township 7 North, Range 12 East, more particularly
described as follows:

PARCEL 1

That certain lot, parcel or piece of land, situate South of the Town of Volcano,
County of amador, State of California, and bounded and particular as follows,
lot beginning at the Southwest corner of Giacomo Lagomarsino lot, on the East
side of the Mahala Flat Road, in said Volcano, thence in a Northeasterly
direction, on Lagomarsino's South line two hundred and thirty (230) feet, thence
in a Southerly direction, along the West line of D. Sorrocco's lot, one hundred
and ten (110) feet, thence in a Southwesterly direction, along the West line of
John Caloro's lot, and to the Mahala Flat Road one hundred and fifty feet (150);
thence Northerly along said Road, one hundred & eight-six (186) feet to place of
beginning.

PARCEL 2

All that certain piece or parcel of land lying and being in the NW 1/4 of the NW
1/4 of Section No. 26, Township No. 7 North, Range No. 12 East, Mt. Diablo Base
and Meridian, said piece of land being situate on the East side of Volcano and
Mahala Flat Road being one hundred and thirty-none (139) feet on the front and
running back three hundred feet more or less, and bounded on the North by the
lot of Vinchence, on the East by the line between the NW 1/4 of the NW 1/4 and
the NE 1/4 of the NW 1/4 of Section 26, Township No. 7 North, Range No. 12 East
Mt. D.B. & M.

PARCEL 3

All that portion of the Northwest quarter of the Northwest quarter of said
section, described as follows:

Beginning at a point in the East line of said Northwest quarter of the Northwest
quarter of said Section, distant thereon 317 feet South of the Northeast corner
of said Northwest quarter of Northwest quarter; and running thence South along
said East line 110 feet; thence South 33 DEG. 45' West 150 feet; thence South 48
DEG. 40' East 111 feet to a point in the East line of said Northwest quarter of
Northwest quarter of said section; thence South along said East line 127 feet;
thence North 52 DEG. West 285 feet; thence North 55 DEG. East 15 feet; thence
North 28 DEG. West 150 feet; thence North 67 DEG. 15' East 306 feet to the point
of beginning.

PARCEL 4

That certain lot of land situate South of the Townsite of Volcano and on the
Easterly line of the so-called Mahala Flat Road, particularly described as
follows:

Commencing at a point on the East side of the Mahala Flat Road which bears South
19 DEG. 17' East 240.8 feet distant from the Southwest corner of Lot 2 of Block
2 of Volcano Townsite, the said Southwest corner of Lot 2 being on the Southern
boundary line of Volcano Townsite, and South 88 DEG. 15' West 578.5 feet from
the from the southeast corner of said Volcano Townsite; thence from the said
point of commencement North 67 DEG. 30' East 132.7 feet to a corner, thence
South 16 DEG. 19' East 66.9 feet to a corner; thence South 62 DEG. 40' West 56.4
feet to a corner; thence South 29 DEG. 35' East 21.3 feet to a corner; thence
South 53 DEG. 30' West 59.9 feet to a corner of the Mahala Flat Road; thence
along the Easterly line of the Mahala Flat Road North 29 DEG. 54' West 107.7
feet, more or less, to the point of commencement.

                                        5



PARCEL 5

All that certain piece or parcel of land lying and being in the Northwest 1/4 of
Northwest 1/4 of Section 26, Township 7 North, Range 12 East, MD.B. & M., and
more particularly described as follows:

BEGINNING at the Southwest corner of said Lot on the Volcano and Mahala Flat
Road and running in a Northwesterly direction of Depaoli and Massara Lot to the
Largarmarcino Lot 275 feet; thence Northeasterly on Largarmarcino Lot 70 feet
more or less; thence 300 feet more or less to the Mahala Flat Road; thence
Westerly 36 feet to the place of beginning.

PARCEL 6

All that certain piece or parcel of mining land situated on the Mahala Flat Road
and bounded on all sides by land of Pietro Massara, being 71 feet in length on
the North side, 53 feet in length on the South side and 26 feet in length on the
West side.

PARCEL 7

A triangular piece of land on the North side of Mahala Flat Road and bounded on
the South and West by land of said Massara and on the East by land of David
Soracco, being 75 feet in length on the South side, 150 feet in length on the
West side and 138 feet on David Soracco lot.

                                        6



DIVISION C

The South Half of the Northeast Quarter and the North Half of the Southeast
Quarter of Section 21, Township 7 North, Range 12 East, Mount Diablo Base and
Meridian.

A.P.N. 30-020-006

                                        7



DIVISION D

Government Lots 4, 5, 6, 7, 8, 9, 10 and 11 of Section 22, Township 7 North,
Range 12 East, M.D.B and M.

Excepting therefrom all the coal and other minerals, together with the right to
prospect for, mine and remove the same pursuant to the provisions and
limitations of the act of December 29, 1916; as reserved by the United States of
America in patent recorded September 7, 1929 in Book C of Homestead Patents,
page 257.

Government Lot 43-b, known as the Tri-Mountain or Fugus Millsite, and the
Southeast quarter of the Southeast quarter of Section 22, Township 7 North,
Range 12 East, M.D.B. & M.

All of that portion of the Northwest quarter of the Northeast quarter of Section
27, Township 7 North, Range 12 East, M.D.B. & M., lying Northerly of the
centerline of the Sutter Creek-Volcano Road, as said road is situated as of May
1, 1968.

                                        8



DIVISION E

The Southeast quarter of the southwest quarter, the Southwest quarter of the
Southeast quarter, the South half of the Northwest quarter of the Southeast
quarter, the South half of the Northeast quarter of the Southwest quarter
excepting therefrom the following:

Beginning at the intersection of the South boundary of the North 1/2 of
Northeast 1/4 of Southwest 1/4 of Section 23, Township 7 North, Range 12 East,
M.D.B. & M., and the County Road, whence the Southeast corner of the aforesaid
described tract of land bears East 131.4 feet distant; thence with magnetic
variation 17 DEG. 40' East, along the center line of said County Road which lies
closely to the following courses:

1.   South 55 DEG. 30' West, 253.5 feet;
2.   South 70 DEG. 50' West, 138.3 feet;
3.   North 76 DEG. 20' West, 211.9 feet;
4.   North 77 DEG. 00' West, 176.8 feet;
5.   North 89 DEG. 15' West, 70.4 feet;
6.   South 65 DEG. 50' West 118.5 feet to the East edge of Clabbord Gulch;
     thence up along said East edge, North 20 DEG. East 137.8 feet to the
     Southwest corner of rock wall; thence along said wall, North 18 DEG. East
     to the above described South boundary; thence East along said South
     boundary to the point of beginning.

All in Section 23, Township 7 North, Range 12 East, M.D.B. & M.

A.P.N. 30-030-015

                                        9



                                  APPENDIX A-3

[THE MASTER LIST-ASBESTOS LAWSUITS REFERRED TO IN THE SCHEDULE IS ATTACHED TO
THE ORIGINAL JOINT VENTURE AGREEMENT BUT IS NOT ATTACHED TO THE COPY OF THE
JOINT VENTURE AGREEMENT BEING TRANSMITTED HEREWITH]



                                  APPENDIX A-4

[THE COMPUTER PRINTOUT SPECIFICALLY LISTING THE REPAIR PARTS FOR THE KILN AND
PRE-KILN ASSETS IS ATTACHED TO THE ORIGINAL JOINT VENTURE AGREEMENT BUT IS NOT
ATTACHED TO THE COPY OF THE JOINT VENTURE AGREEMENT BEING TRANSMITTED HEREWITH]



                                    EXHIBIT B

                           SOUTHERN CALIFORNIA MARKET

     All of Imperial, Kern, Kings, Los Angeles, Orange, Riverside, San
Bernardino, San Diego, San Luis Obispo, Santa Barbara, and Ventura Counties,
California and those portions of Fresno, Inyo, Monterey and Tulare Counties,
California south of the latitude of the Port of Monterey, California, and Clark
County, Nevada.

EX-3.34

                                                                    Exhibit 3.34

                            CONSENT AND AMENDMENT TO
                           JOINT VENTURE AGREEMENT OF
                            RIVERSIDE CEMENT COMPANY

     This Consent and Amendment (the "Amendment") is entered into effective as
of the 31st day of May, 1991 (the "Effective Date"), by and between Beazer West
Cement Company, formerly Riverside Cement Company, a Delaware corporation (the
"Company") and RVC Venture Corp., a Delaware corporation ("RVC").

                               W I T N E S E T H:

     WHEREAS, Riverside Cement Company, a California general partnership (the
"Partnership") was formed pursuant to that certain Joint Venture Agreement
entered into as of January 1, 1991; and

     WHEREAS, the Company has contracted with Ssangyong Cement Industrial Co.,
Ltd., a Korean corporation ("Ssangyong"), pursuant to that certain Stock
Purchase Agreement dated February 2, 1991, to sell all of the issued and
outstanding shares of capital stock of RVC (the "Stock") to Ssangyong; and

     WHEREAS, pursuant to Section 11.3 of the Joint Venture Agreement, the Stock
is not transferable to Ssangyong without the prior written consent of the
Company and, subject to the terms and conditions hereof, the Company is willing
to consent to said transfer of the Stock to Ssangyong; and

     WHEREAS, the Closing contemplated in the Stock Purchase Agreement is
conditioned upon an amendment to the Joint Venture Agreement and the Company and
RVC desire to amend the Joint Venture Agreement as hereinafter provided in order
to accurately reflect the agreement of the parties as of the date hereof, all as
more particularly set out further herein.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto consent and agree as follows:

     1. All terms used herein which are capitalized and not defined in this
Amendment shall have the meanings given to them in the Joint Venture Agreement.

     2. As of the Effective Date of this Amendment, the Company has sold,
transferred and conveyed the Stock of RVC to Ssangyong. Pursuant to the
provisions of Section 11.3 of the Joint Venture Agreement, the Company hereby
consents to such transfer.

                                        1



     3. The Partners hereby waive their rights to rescind the Partnership and
the Joint Venture Agreement pursuant to the provisions of Section 4.2 of the
Joint Venture Agreement.

     4. Pursuant to the provisions of Article XVIII of the Joint Venture
Agreement, the Partners hereby amend the following provisions of the Joint
Venture Agreement:

     (a) The reference in Article II within the definition of the "Buy-Sell
Closing" to "Section 15.2(e)" is hereby amended to refer to "Section 15.1(d)."

     (b) The references in Article II within the definitions of the "Buy-Sell
Notice," "Recipient Partner," and "Tendering Partner" to "Section 15.2(a)" are
hereby amended to refer to "Section 15.1(a)."

     (c) Section 6.2.2(d) is hereby amended to read in its entirety as follows:

          "(d) If all or any portion of a Capital Request is approved by the
     Management Committee as provided in paragraph (c) above (the "Capital
     Call"), then each Partner shall contribute to the Partnership, on or before
     the date (the "Due Date") that is 20 days after the date on which the
     relevant Capital Request was delivered, cash equal to its Allocable Share
     of the approved Capital Call. In addition, notwithstanding any provision of
     this Agreement to the contrary, upon the waiver by the Partners of their
     rights, pursuant to the provisions of Section 4.2, to rescind the
     Partnership and this Agreement, and prior to the sale of any of the capital
     stock of RVC by the Company, the Company shall make a special contribution
     to the Partnership equal to the aggregate amounts of all losses theretofore
     allocated to the Company pursuant to Section 8.1(e)."

     (d) The references in Section 6.2.5 and 7.10.1 to the "Formation Agreement"
are hereby amended to refer to the "Stock Purchase Agreement."

     (e) Section 7.1.2 is hereby amended to read in its entirety as follows:

          "7.1.2 Composition. The Management Committee shall consist of seven
     members. Each Partner shall have the right to appoint three members of the
     Management Committee, one of whom shall be designated as such Partner's
     Authorized Representative, and the Partners shall jointly appoint the
     seventh member of the Management Committee. The seventh member of the
     Management Committee shall be a non-voting member thereof and, if he is not
     otherwise employed by either Partner or the Partnership, shall be entitled
     to receive such

                                        2



     compensation from the Partnership as the Management Committee may approve
     from time to time. Each Partner may, by written notice delivered to the
     other Partner at any time or from time to time, replace any or all of its
     representative members of the Management Committee or change its Authorized
     Representative. Concurrently with or promptly after the delivery of any
     notice pursuant to the preceding sentence, the Partner giving such notice
     shall deliver a copy to the General Manager, but neither the failure to
     deliver nor any delay in delivering such copy to the General Manager shall
     affect the validity or effectiveness of such notice. Either Partner may, by
     written notice delivered to the other Partner at any time or from time to
     time, remove the seventh member of the Management Committee, whose
     replacement, by the mutual agreement of the Partners, shall thereupon be
     placed on the agenda of the next meeting of the Management Committee."

     (f) The word "additional" in clause (ii) of Section 7.1.4(b) is hereby
amended to read "addition" and the word "member" in the third to the last line
of Section 7.1.4(b) is hereby amended to read "members."

     (g) Insert the word "the" between "by" and "Management Committee" in the
last line of Section 7.2.2(j).

     (h) Section 8.1 is hereby amended to read in its entirety as follows:

     "8.1 Allocations of Income and Loss

          (a) Except as otherwise provided in Sections 8.1(b), 8.1(c), 8.1(d),
     8.1(e) and 8.2 below, all items of income and loss of the Partnership, as
     well as each item of income, gain, loss and deduction for federal income
     tax purposes shall be allocated to the Partners, pro rata in accordance
     with their respective Percentage Interests. The Partners hereby agree that
     their Percentage Interests shall constitute their "interests in the
     Partnership's profits" for purposes of Treas. Reg. (S)
     1.752-1T(e)(3)(ii)(C).

          (b) To the extent that the Partnership has any "partner nonrecourse
     deductions" under Treas. Reg. (S) 1.704-1T(b)(4)(iv)(h)(2) and (3), such
     deductions shall be allocated entirely to the Partner who is treated as
     bearing the "economic risk of loss" with respect to the Partnership
     liability which is related to such deductions pursuant to Treas. Reg.
     (S)(S) 1.704-1T(b)(4)(iv)(K)(1) and 1.752-1T(d)(3). In addition, to the
     extent there is a decrease in a Partner's share of the Partnership's
     "minimum gain" that is attributable to a "partner nonrecourse debt," as
     such terms are used in Treas. Reg. (S) 1.704-1T(b)(4)(iv)(h), such Partner
     shall be allocated items of income before any other allocations are

                                        3



     made pursuant to Section 8.1(a), such allocations to be made in accordance
     with the provisions of Treas. Reg.(S) 1.704-1T(b)(4)(iv)(h)(4).

          (c) The Partners understand that items of income, gain, loss, and
     deduction with respect to the Assets must be separately determined and
     allocated to the Partners for federal income tax purposes in the manner
     prescribed by Section 704(c) of the Code. Accordingly, notwithstanding
     Section 8.1(a) above or any other provision of this Agreement to the
     contrary, the Partners hereby agree that their distributive shares of such
     items shall be separately determined for federal income tax purposes and
     allocated between them pursuant to the principles of Section 704(c) of the
     Code.

          (d) Interest income earned while on deposit in the Deposit Account and
     attributable to a Capital Call that is returned to a Partner pursuant to
     Section 6.2.2(e) shall be allocated to such Partner.

          (e) Notwithstanding any provision of this Agreement to the contrary,
     for so long as RVC is a wholly-owned subsidiary of the Company, all items
     of income and loss of the Partnership, as well as each item of income,
     gain, loss and deduction for federal income tax purposes shall be allocated
     entirely to the Company."

     (i) Section 9.1 is hereby amended to read in its entirety as follows:

     "9.1 Cash Distributions to the Partners

          The Partners agree that it is their intent to distribute surplus cash
     flow to the Partners as soon as it is available. The Management Committee
     shall review, at least quarterly, the cash position of the Partnership,
     considering future cash requirements and cash reserves as may be deemed
     reasonably necessary by the General Manager, and, except as provided in
     Section 4.2, instruct the General Manager to distribute surplus cash to the
     Partners in accordance with their Percentage Interests. Notwithstanding any
     provision of this Agreement to the contrary, upon the waiver by the
     Partners of their rights, pursuant to the provisions of Section 4.2, to
     rescind the Partnership and this Agreement, and prior to the sale of any of
     the capital stock of RVC by the Company, the Partnership shall declare a
     special distribution to the Company equal to the aggregate amounts of all
     income theretofore allocated to the Company pursuant to Section 8.1(e).
     Notwithstanding anything in this Agreement to the contrary, unless
     otherwise agreed by the Partners, no distributions shall be made by the
     Partnership to the Partners

                                        4



     until all principal and interest is paid in full on all outstanding Partner
     Loans."

     (j) Section 11.3 is hereby amended to read in its entirety as follows:

     "11.3 Capital Stock of Partners.

          No Partner shall permit the transfer of ownership of its capital stock
     to any Person to be registered on its stock transfer books unless and until
     the other Partner shall have given its prior written consent to such
     Transfer. The Company shall cause Beazer West, Inc. and RVC shall cause
     Ssangyong Cement Industrial Co., Ltd. to confirm and ratify the foregoing
     restrictions on transferability of the capital stock of the Partners, and
     of each direct and indirect subsidiary of Beazer West, Inc. or Ssangyong
     Cement Industrial Co., Ltd. by which the Partners are controlled as wholly
     owned indirect subsidiaries of Beazer West, Inc. or Ssangyong Cement
     Industrial Co., Ltd., respectively."

     (k) Insert the word "the" at the beginning of clauses (d), (j) and (k) of
Section 12.1, delete the brackets around the figure $10,000,000 in clause (k) of
Section 12.1, and amend clause (1) of Section 12.1 to read in its entirety as
follows:

          "(1) the material breach by any Partner of this Agreement; and"

     (l) The word "sustain" in clause (vi) of Section 12.2 is hereby amended to
read "sustained."

     (m) The date "July 1, 1994" in Section 15.1(a) is hereby amended to read
"July 1, 1996."

     (n) The word "its" in clause (i) of Section 16.2(c) is hereby amended to
read "their."

     (o) The reference in Section 16.3(a) to the "Northern District of Texas" is
hereby amended to refer to the "Southern District of California."

     (p) Insert the phrase "of the average Fair Market Value determination"
after "25%" in Section 16.3(b).

     (q) Delete the words "to the" in clause (i) of Section 16.4(a).

     (r) Article XVII is hereby amended to read in its entirety as follows:

                                        5



                                  "ARTICLE XVII
                                     NOTICES

          Whenever any notice is required or permitted to be given under any
     provision of this Agreement, such notice shall be in writing, signed by or
     on behalf of the person giving the notice and shall be personally
     delivered, transmitted by telecopier, telex or cable, or transmitted by
     first class postage prepaid, registered or certified mail with return
     receipt requested, as elected by the party giving such notice, addressed as
     follows:

     (a)  if to the Company, to:

               P. O. Box 190999
               Dallas, Texas 75219-0999
               Attn: Royce W. Montgomery, Esq.
               Facsimile: (214) 754-5788

     (b)  if to RVC, to:

               Ssangyong Building
               12101 Western Avenue
               Garden Grove, CA 92641
               Attn: D. Y. Kim
               Facsimile: (714) 892-9003

     (c)  if to the Partnership or the General Manager, to:

               660 North Diamond Bar Blvd.
               Diamond Bar, California 91765
               Attn: Jerry W. Farr
               Facsimile: (714) 860-5816

     Notices shall be deemed to have been given: (i) on the fifth business day
     after posting, if mailed first class, (ii) on the date of receipt if
     delivered personally, or (iii) on the next business day after transmission
     if transmitted by telecopier, telex or cable (and appropriate answerbacks
     have been received). Any party hereto may change its address for purpose
     hereof by notice to the other parties hereto."

     5. As amended hereby pursuant to the foregoing, the Joint Venture Agreement
is hereby ratified and confirmed and shall remain and continue in full force and
effect.

                                      -6-



     IN WITNESS WHEREOF, the parties hereto have subscribed to this Amendment as
of the date and year first above written.

                                               BEAZER WEST CEMENT COMPANY,
                                               formerly RIVERSIDE CEMENT
                                               COMPANY


                                               By: /s/ Illegible
                                                   -----------------------------
                                               Title: PRESIDENT


                                               RVC VENTURE CORP.


                                               By: /s/ Illegible
                                                   -----------------------------
                                               Title: PRESIDENT

     The undersigned join in the execution of this Amendment for the sole
purpose of agreeing to be bound by the terms, provisions and conditions of
Section 11.3 of the Joint Venture Agreement, as set forth hereinabove.

                                               SSANGYONG CEMENT INDUSTRIAL
BEAZER WEST, INC.                                 CO., INC.


By: /s/ Illegible                              By: /s/ Illegible
    -----------------------------                  -----------------------------
Title: PRESIDENT                               Title: EXECUTIVE VICE PRESIDENT

                                        7

EX-3.35

                                                                    Exhibit 3.35

                               FIRST AMENDMENT TO
                             JOINT VENTURE AGREEMENT
                                       OF
                            RIVERSIDE CEMENT COMPANY

     THIS FIRST AMENDMENT ("First Amendment") to the Joint Venture Agreement of
Riverside Cement Company, a California partnership (the "Partnership"), is
entered into this 30th day of January, 1995, but effective as of the Effective
Time (as hereinafter defined), by and among Beazer West Cement Company, a
Delaware corporation, formerly known as Riverside Cement Company ("BWCC"), RVC
Venture Corp., a Delaware corporation ("RVC"), and Ssangyong/Riverside Venture
Corp., a California corporation ("SR").

                              W I T N E S S E T H:

     WHEREAS, BWCC and RVC have entered into that certain Joint Venture
Agreement, dated as of January 1, 1991 as modified by that certain Consent and
Amendment to Joint Venture Agreement of Riverside Cement Company dated as of May
31, 1991 (as modified, the "Original Partnership Agreement"), pursuant to which
the parties thereto formed the Partnership; and

     WHEREAS, pursuant to a Capital Contribution and Partnership Interest
Purchase Agreement dated as of December 16, 1994 (the "Agreement") among BWCC,
RVC, Ssangyong (Pacific), Inc., a California corporation ("SYP"), Beazer West,
Inc., a Delaware corporation ("BWI"), Beazer USA, Inc., a Delaware corporation
("USA"), Ssangyong Cement Industrial Co., Ltd., a Korean corporation
("Ssangyong"), and Hanson America Inc., a Delaware corporation ("HAI"), each of
BWCC and RVC have made additional capital contributions to the Partnership and,
as a consequence, the Percentage Interest of BWCC in the Partnership is 49% and
the Percentage Interest of RVC in the Partnership is 51%; and

     WHEREAS, pursuant to the Agreement and certain instruments of assignment
from SYP to SR and BWCC to SR (the "Assignments"), BWCC will assign to SR its
Partnership Interest in the Partnership, effective as of the Effective Time; and

     WHEREAS, SR desires to be admitted to the Partnership as a Partner,
effective as of the Effective Time; and

     WHEREAS, pursuant to the Agreement and the Assignments, BWCC will cease to
be a Partner in the Partnership, effective as of the Effective Time; and

     WHEREAS, the parties hereto desire to amend the Original Partnership
Agreement in certain respects, effective as of the Effective Time, the Original
Partnership Agreement as amended hereby being referred to herein as the
"Partnership Agreement";

                                       -1-



     NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:

     1. Defined Terms. All capitalized terms used herein but not defined herein
shall have the meanings assigned to them in the Original Partnership Agreement.

     2. Agreement to be Bound by Partnership Agreement. Effective as of the
Effective Time, SR hereby (a) agrees to be bound by the Partnership Agreement,
(b) assumes all of the duties, liabilities, obligations, and responsibilities of
BWCC pursuant to the Partnership Agreement except for the retained obligations
as defined in the Agreement (the "Retained Obligations") from and after the
Effective Time hereof and (c) agrees to become a Partner of the Partnership as a
successor to BWCC and to perform and fulfill the obligations and duties of a
Partner under the Partnership Agreement.

     3. Amendment to Assumed Name Certificate. Each of BWCC, RVC and SR agree to
execute and file all amendments to the assumed name certificate of the
Partnership required by the Assumed Business or Professional Name Act of the
State of California and the Partnership Agreement in order to evidence the
substitution of SR for BWCC as a Partner of the Partnership.

     4. Consent to Assignment. Pursuant to Section 11.1(a) and (b) of the
Partnership Agreement, BWCC and RVC hereby consent to (a) the assignment by BWCC
of its Partnership Interest in the Partnership to SR and (b) the substitution
and admission of SR as a substitute Partner of the Partnership in the place of
BWCC, effective as of the Effective Time, and RVC hereby waives its right to
receive notice of or to acquire the Partnership Interest which is the subject of
the foregoing consents. RVC hereby acknowledges and agrees that, from and after
the Effective Time, SR shall be a general partner of the Partnership, entitled
to all of the rights, privileges and benefits thereof under the Partnership
Agreement and the Partnership Act. The parties waive any provision of the
Partnership Agreement that might otherwise prohibit the Transfer.

     5. Release from Obligations.

          (a) As of the Effective Time (i) BWCC will cease to be a partner of
the Partnership and, except for the Retained Obligations, shall have no further
obligations or duties as a partner of the Partnership arising from and after the
Effective Time.

          (b) Without limitation of the release provided in paragraph (a) above,
the parties hereto acknowledge that, as of the Effective Time, BWCC and its
Affiliates (as defined in the Original

                                       -2-



Partnership Agreement) are released from (i) the obligations of BWCC under the
Services Agreement and Original Partnership Loan referred to in Section 7.8 of
the Original Partnership Agreement, (ii) the restrictions on BWCC and its
Affiliates, which have heretofore existed pursuant to Section 7.10 thereof, and
(iii) the restrictions on transferability of the capital stock of BWCC, BWI and
each direct and indirect subsidiary of BWI, which have heretofore existed
pursuant to Section 11.3 thereof; provided, however, that nothing contained
herein or resulting therefrom shall prohibit the exercise or enforcement of
rights and remedies against BWCC and BWI under the Stock Purchase Agreement
dated February 2, 1991, by and among BWCC, BWI, and Ssangyong, joined by SYP.

     6. Amendments to the Partnership Agreement. Effective as of the Effective
Time, the Original Partnership Agreement shall be revised and amended by adding,
deleting or amending the following provisions:

          (a) A definition of "Agreement" shall be added to Article II to read
     as follows:

          "Agreement" shall mean this Joint Venture Agreement, as amended from
          time to time.

          (b) A definition of "Partner" shall be added to Article II to read as
     follows:

          "Partner" shall mean RVC and SR and any person who succeeds to a
          Partnership Interest in the Partnership in a Transfer of such interest
          permitted by this Agreement.

     and the definition of such term shall be deleted from the opening paragraph
     of the Original Partnership Agreement.

          (c) A definition of "SR" shall be added to Article II to read as
     follows:

          "SR" shall mean Ssangyong/Riverside Venture Corp.

          (d) Section 13.5 shall be amended to read as follows:

          The Partners designate BWCC as the tax matters partner of the
          Partnership pursuant to Section 6231(a)(7) of the Code, with respect
          to tax periods ending on or before the date of the Effective Time, and
          authorize the General Manager to take any and all action necessary to
          confirm such designation.

                                       -3-



          The Partners designate RVC as the tax matters partners of the
          Partnership pursuant to Section 6231(a)(7) of the Code, with respect
          to tax periods ending after the date of the Effective Time, and
          authorize the General Manager to take any and all action necessary to
          confirm such designation.

          (e) References in the Original Partnership Agreement to the Company,
     except in the opening paragraph, and as the context otherwise requires,
     shall mean SR.

     7. Reconstitution. If the Transfer by BWCC of its Partnership Interest in
the Partnership constitutes a dissolution of the Partnership pursuant to the
Partnership Act and applicable law, then RVC and SR, being all of the remaining
Partners of the Partnership following such Transfer, hereby agree that the
Partnership shall be reconstituted and shall continue the business of the
Partnership, effective as of the Effective Time.

     8. Computation of Distributive Share. Notwithstanding the provisions of
Section 8.2(a) of the Original Partnership Agreement, the parties hereby agree
that the Transfer of Partnership Interest by BWCC as contemplated hereby shall
be treated as if made at 12:01 a.m. on the date of the Effective Time and shall
not be deemed to have been made on the first or sixteenth day of the month in
which such Transfer is made. The parties also hereby agree that BWCC's and RVC's
distributive shares of partnership income, gain, loss, deductions and credits
for the period July 1, 1994 through the Effective Time shall be computed through
an interim closing of the Partnership's books as of the date of the Effective
Time, and agreed upon by BWCC and RVC as promptly after the Effective Time as
may be practicable.

     9. Notice of Certain Appointments. Pursuant to Section 7.1.3 of the
Original Partnership Agreement, SR shall deliver a notice to the General Manager
regarding the appointment of SR's initial representative members of the
Management Committee and its initial Authorized Representatives.

     10. Other Provisions Unchanged. Except as amended hereby, all other
provisions of the Original Partnership Agreement shall remain unchanged and in
full force and effect.

     11. Confirmation by Parties. By executing this First Amendment, each of the
undersigned parties hereto expressly adopts, approves and confirms (a) each of
the provisions contained herein, (b) each of the Transfers referred to herein,
(c) each of the amendments to the Original Partnership Agreement contained
herein and (d) their respective acknowledgments and representations contained
herein.

                                       -4-



     12. Effective Time. The "Effective Time" shall mean 12:01 a.m. on the date
when the Assignments are delivered and become effective.

     IN WITNESS WHEREOF, the parties hereto, constituting all of the existing
and new Partners of the Partnership, have executed this First Amendment as of
the date first above written.

                                               BEAZER WEST CEMENT COMPANY


                                               By: /s/ Illegible
                                                   -----------------------------
                                               Title: V.P.


                                               RVC VENTURE CORP.


                                               By:
                                                   -----------------------------
                                               Title:
                                                      --------------------------


                                               SSANGYONG/RIVERSIDE VENTURE CORP.


                                               By:
                                                   -----------------------------
                                               Title:
                                                      --------------------------

                                       -5-



     12. Effective Time. The "Effective Time" shall mean 12:01 a.m. on the date
when the Assignments are delivered and become effective.

     IN WITNESS WHEREOF, the parties hereto, constituting all of the existing
and new Partners of the Partnership, have executed this First Amendment as of
the date first above written.

                                               BEAZER WEST CEMENT COMPANY


                                               By: /s/ Illegible
                                                   -----------------------------
                                               Title: V.P.


                                               RVC VENTURE CORP.


                                               By: /s/ Illegible
                                                   -----------------------------
                                               Title: Secretary


                                               SSANGYONG/RIVERSIDE VENTURE CORP.


                                               By:
                                                   -----------------------------
                                               Title:
                                                      --------------------------

                                       -5-



     12. Effective Time. The "Effective Time" shall mean 12:01 a.m. on the date
when the Assignments are delivered and become effective.

     IN WITNESS WHEREOF, the parties hereto, constituting all of the existing
and new Partners of the Partnership, have executed this First Amendment as of
the date first above written.

                                               BEAZER WEST CEMENT COMPANY


                                               By: /s/ Illegible
                                                   -----------------------------
                                               Title: V.P.


                                               RVC VENTURE CORP.


                                               By:
                                                   -----------------------------
                                               Title:
                                                      --------------------------


                                               SSANGYONG/RIVERSIDE VENTURE CORP.


                                               By: /s/ Illegible
                                                   -----------------------------
                                               Title: Secretary

                                       -5-

EX-3.36

                                                                    Exhibit 3.36

                               SECOND AMENDMENT TO
                             JOINT VENTURE AGREEMENT
                                       OF
                            RIVERSIDE CEMENT COMPANY

     THIS SECOND AMENDMENT ("Second Amendment") to the Joint Venture Agreement
of Riverside Cement Company, a California partnership (the "Partnership"), is
made as of this        day of February, 1995, by and between RVC Venture Corp.,
                ------
a Delaware corporation ("RVC"), and Ssangyong/Riverside Venture Corp., a
California corporation ("SRVC").

                              W I T N E S S E T H:

     WHEREAS, RVC and SRVC are parties to that certain Joint Venture Agreement,
dated as of January 1, 1991, as amended (the "Partnership Agreement"); and

     WHEREAS, RVC and SRVC desire to amend the Partnership Agreement in certain
respects, effective as of the date hereof;

     NOW, THEREFORE, the parties hereto agree as follows:

     1. Defined Terms. All capitalized terms used herein but not defined herein
shall have the meanings assigned to them in the Partnership Agreement.

     2. Amendment to the Partnership Agreement. Effective as of the date hereof,
Section 7.1.2 of the Partnership Agreement shall amended to read as follows:

          7.1.2 Composition. The Management Committee shall consist of five
     members. RVC shall have the right to appoint three members of the
     Management Committee and SRVC shall have the right to appoint two members
     of the Management Committee. Each partner shall designate one member as
     such Partner's Authorized Representative. Each Partner may, by written
     notice delivered to the other Partner at any time or from time to time,
     replace any or all of its representative members of the Management
     Committee or change its Authorized Representative. Concurrently with or
     promptly after the delivery of any notice pursuant to the preceding
     sentence, the Partner giving such notice shall deliver a copy to the
     General Manager, but neither the failure to deliver nor any delay in
     delivering such copy to the General Manager shall affect the



     validity or effectiveness of such notice.

     3. Other Provisions Unchanged. Except as amended hereby, all other
provisions of the Partnership Agreement shall remain unchanged and in full force
and effect.

     IN WITNESS WHEREOF, the parties hereto, constituting all of the existing
Partners of the Partnership, have executed this Second Amendment as of the date
first above written.

                                        RVC VENTURE CORP.


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Title: President


                                        SSANGYONG/RIVERSIDE VENTURE CORP.


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Title: PRESIDENT

                                       -2-

EX-3.37

                                                                    Exhibit 3.37

                   THIRD AMENDMENT TO JOINT VENTURE AGREEMENT
                           OF RIVERSIDE CEMENT COMPANY

          THIS THIRD AMENDMENT TO JOINT VENTURE AGREEMENT OF RIVERSIDE CEMENT
COMPANY (the "Amendment"), effective the 1st day of January, 1998 by and between
TXI RIVERSIDE INC., a Delaware corporation ("TXIR") and TXI CALIFORNIA INC., a
Delaware corporation ("TXIC").

                                    RECITALS:

          WHEREAS, RVC Venture Corp., a Delaware corporation ("RVC"), and
Riverside Cement Company, a Delaware corporation (the "Company"), entered into
that certain Joint Venture Agreement effective January 1, 1991 (the
"Agreement"), whereby RVC and the Company agreed to form and operate a
California general partnership named Riverside Cement Company (the
"Partnership") in accordance with the terms set forth in the Agreement; and

          WHEREAS, on or about January 31, 1995, the Company (thereafter known
as Beazer West Cement Company) transferred all of its rights, title and interest
in the Partnership to Ssangyong/Riverside Venture Corp., a California
corporation (SsRVC); and

          WHEREAS, effective December 31, 1998, RVC transferred all of its
rights, title and interest in the Partnership to TXIR and SsRVC transferred all
of its rights, title and interest in the Partnership to TXIC; and

          WHEREAS, TXIR and TXIC as the sole partners of the Partnership desire
to amend certain provisions of the aforementioned Agreement regarding the
management of the Partnership.

                                   WITNESSETH:

          NOW THEREFORE, premises considered and in consideration of the mutual
promises and covenants of the parties hereto, the sufficiency of which is hereby
mutually acknowledged, the parties agree as follows:

1.   Capitalized terms. Unless otherwise defined in this Amendment, capitalized
     terms herein shall have the meaning set forth in the Agreement.

2.   Section 7.1.2 of the Agreement is hereby amended to change the Management
     Committee to three members. Therefore, Section 7.1.2 of said Agreement, as
     amended, shall provide, in its entirety as follows:

               "7.1.2. Composition. The Management Committee shall consist of
          three members. Each Partner shall have the right to appoint one (1)
          member who shall be designated as such Partner's Authorized
          Representative. The third member shall be mutually agreed to by the
          Partners. Each partner may, by written notice delivered to the other
          Partner at any time, replace its representative member or change its
          Authorized Representative. Concurrently with or promptly after the
          delivery of the any notice pursuant to the preceding sentence, the
          Partner giving such notice shall deliver a copy to the General
          Manager, but neither the failure to deliver nor any delay in
          delivering such copy to the General Manager shall effect the validity
          or effectiveness of such notice."

                                        1



3.   Section 7.1.3(a) of the Agreement is hereby amended to change the regular
     meeting to an annual meeting; and therefore, shall provide in its entirety
     as follows:

               "7.1.3 Meetings. (a) Regular meetings of the Management Committee
          shall be scheduled from time to time by the Management Committee and
          held without further notice at such times (no less than frequently
          than annually) and at such places as shall be determined by the
          Management Committee. At any regular meeting of the Management
          Committee, any and all business of the Partnership may be transacted."

4.   Section 7.1.3(f) of the Agreement is hereby added to permit the Management
     Committee to act by unanimous written consent in lieu of a meeting. Section
     7.1.3(f) shall provide in its entirety as follows:

               "(f) Any action required to be taken at a meeting of the
          Management Committee may be taken without a meeting if a consent in
          writing, setting forth the action so taken, shall be signed by all of
          the members of the Management Committee."

5.   Section 13.1 of the Agreement is hereby amended to change the Partnership's
     fiscal year; and therefore, shall provide in its entirety as follows:

               "13.1 Fiscal Year. The fiscal year of the Partnership shall
          commence on June 1 of each calendar year and end on June 30 of the
          next succeeding calendar year."

6.   Except as amended hereby, all terms and conditions of the Agreement shall
     remain the same, unchanged, and in effect.

          IN WITNESS WHEREOF, this Third Amendment of Joint Venture Agreement of
Riverside Cement Company is executed effective the 1st day of January, 1998.

                                            TXI RIVERSIDE INC.


                                            By: /s/ Mel G. Brekhus
                                                --------------------------------
                                                Mel G. Brekhus
                                                President


                                            TXI CALIFORNIA INC.


                                            By: /s/ Mel G. Brekhus
                                                --------------------------------
                                                Mel G. Brekhus
                                                President

                                        2

EX-3.38

                                                                    Exhibit 3.38

                   FOURTH AMENDMENT TO JOINT VENTURE AGREEMENT
                           OF RIVERSIDE CEMENT COMPANY

          THIS FOURTH AMENDMENT TO JOINT VENTURE AGREEMENT OF RIVERSIDE CEMENT
COMPANY (the "Amendment"), effective the 31st day of January, 2003 by and
between TXI RIVERSIDE INC., a Delaware corporation ("TXIR") and TXI CALIFORNIA
INC., a Delaware corporation ("TXIC").

                                    RECITALS:

          WHEREAS, RVC Venture Corp., a Delaware corporation ("RVC"), and
Riverside Cement Company, a Delaware corporation (the "Company"), entered into
that certain Joint Venture Agreement effective January 1, 1991 (the "Original
Agreement"), whereby RVC and the Company agreed to form and operate a California
general partnership named Riverside Cement Company (the "Partnership") in
accordance with the terms set forth in the Agreement; and

          WHEREAS, on or about January 31, 1995, the Company (thereafter known
as Beazer West Cement Company) transferred all of its rights, title and interest
in the Partnership to Ssangyong/Riverside Venture Corp., a California
corporation (SsRVC); and

          WHEREAS, effective December 31, 1998, RVC transferred all of its
rights, title and interest in the Partnership to TXIR and SsRVC transferred all
of its rights, title and interest in the Partnership to TXIC; and

          WHEREAS, since the inception of the Partnership the Original Agreement
has been amended previously through (i) Consent and Amendment to Joint Venture
Agreement of Riverside Cement Company dated May 31, 1991 (the "Consent
Amendment"); (ii) First Amendment to Joint Venture Agreement of Riverside Cement
Company dated Janaury 30, 1995 (the "First Amendment"); (iii) Second Amendment
to Joint Venture Agreement of Riverside Cement Company dated February 1995 (the
"Second Amendment") and (iv) Third Amendment to Joint Venture Agreement of
Riverside Cement Company dated January 1, 1998 (the "Third Amendment"); and

          WHEREAS, hereinafter the "Agreement" shall refer to the Original
Agreement, the Consent Amendment, the First Amendment, the Second Amendment and
the Third Amendment; and

          WHEREAS, TXIR and TXIC as the sole partners of the Partnership desire
to amend certain provisions of the Agreement regarding the management of the
Partnership.

                                   WITNESSETH:

          NOW THEREFORE, premises considered and in consideration of the mutual
promises and covenants of the parties hereto, the sufficiency of which is hereby
mutually acknowledged, the parties agree as follows:

1.   Capitalized Terms. Unless otherwise defined in this Amendment, capitalized
     terms herein shall have the meaning set forth in the Agreement.

2.   Definitions. Article II of the Agreement is hereby amended to change,
     modify, add or delete the following definitions:

                                        1



               (b) The definition of "Allocable Share" shall be amended to
          correctly identify the allocable share of the current Partners under
          the Agreement; and therefore, shall provide in its entirety as
          follows:

                    "Allocable Share" shall, with respect to each Partner, be
               equal to such Partner's Percentage Interest (as hereinafter
               defined)."

               (b) The definition of "Business" shall be amended to identify the
          business operations of the Partnership under the Agreement; and
          therefore, shall provide in its entirety as follows:

                    "Business" shall mean the following: (i) the manufacture,
               importation/exportation, buying and/or selling of cement and/or
               building materials of any kind; and/or (ii) the mining, process,
               using, marketing, buying or selling of limestone and/or other
               construction materials whether or not used in the manufacture of
               cement; and (iii) acquiring, owning financing, disposing,
               conducting, and operating, trades, services and businesses
               related and/or similar to the foregoing; and (iv) engagement in
               common enterprises with Affiliates of the Partnership as required
               for continued successful operations of the consolidated group of
               which the Partnership is a part."

               (c) The definition of "Partners" shall be amended to correctly
          identify the current the Partners under the Agreement; and therefore,
          shall provide in its entirety as follows:

                    "Partners" shall mean TXIR and TXIC and any person who
               succeeds to the Partnership Interest in the Partnership in a
               Transfer of such interest permitted by this Agreement."

               (d) The definition of "Percentage Interests" shall be amended to
          correctly identify the percentage interests of the current Partners
          under the Agreement; and therefore, shall provide in its entirety as
          follows:

                    "Percentage Interests" of the Partners shall mean the
               percentages set forth opposite their respective names below:

                         TXIR   51%
                         TXIC   49%

               (e) A definition of "TXIC" shall be added to the Agreement; such
          definition providing in its entirety as follows:

                    "TXIC" shall mean TV California Inc.."

               (f) A definition of "TXIR" shall be added to the Agreement; such
          definition providing in its entirety as follows:

                    "TXIR" shall mean TXI California Inc."

                                        2



3.   Purpose of the Partnership. Article III of the Agreement is hereby amended
     to expand the purpose of the Partnership; and therefore, shall provide in
     its entirety as follows:

                                  "ARTICLE III
                                     PURPOSE

          The purposes and businesses of the Partnership shall be:

          (a)  to engage in the Business; and

          (b)  to engage in such other businesses as the Partners may determine;
               and

          (c)  to enter into, from time to time, as debtor or guarantor or both,
               such financing arrangements (whether separately or in conjunction
               with Affiliates of any Partner) as the Partners may determine to
               be necessary, appropriate or advisable in the operation of the
               Business and of the businesses of the consolidated group of which
               the Partnership is a part; and

          (d)  to mortgage, pledge, assign, grant a security interest in, or
               otherwise encumber, lease, exchange or otherwise dispose of, all
               or a part of the assets (including equity investments in
               subsidiaries or Affiliates of the Partnership) to secure such
               financing arrangements permitted in clause (c) above; and

          (e)  to engage in all activities and to enter into, exercise the
               rights and enjoy the benefits under, and discharge the
               obligations of the Partnership pursuant to, all contracts,
               agreements and documents that may be necessary, appropriate or
               advisable to enable the Partnership to accomplish the purposes
               set forth in clauses (a) through (d) inclusive."

4.   Principal Place of Business. Article V shall be amended to update the
     principal place of Business of the Partnership; and therefore Article V
     shall provide, in its entirety, as follows

                                   "ARTICLE V
                           PRINCIPAL PLACE OF BUSINESS

               The principal place of business of the Partnership shall be at
          the Partnership's Ontario, California offices located at One Corporate
          Plaza, 3500 Porsche Way, Suite 150, P.O. Ontario, California or such
          other location as the Management Committee may determine."

5.   Section 7.2 shall be amended to add a subsection (f) to clarify the
     Management Committee's right to select and appoint other individuals to
     perform duties for the Partnership; and therefore Section 7.2(f) shall
     provide, in its entirety, as follows:

          "7.2 General Manager and Other Delegates

                                       ***

                                        3



                    "(f) Notwithstanding anything herein to the contrary, the
               Management Committee shall have the right to select and appoint,
               from time to time, other individuals to perform various duties
               for the Partnership and/or assist the General Manager in the
               General Manager's duties and powers set forth in this Agreement
               in order to manage, administer and operate the business and
               affairs of the Partnership for the purposes set forth in Article
               III."

6.   In the Third Amendment to the Agreement, Section 13.1 of the Agreement was
     amended to change in the Partnership's fiscal year to a June 1 through May
     31 fiscal year, however such amendment contained a typographical error.
     Therefore, Section 13.1 of the Agreement is hereby corrected to provide in
     its entirety, effective January 1, 1998, as follows:

               "13.1 Fiscal Year. The fiscal year of the Partnership shall
          commence on June 1 of each calendar year and end on May 31 of the next
          succeeding calendar year."

7.   Any references in the Agreement (or any Amendment thereto) to the Company
     or SR other than in any opening paragraph, or as the context otherwise
     requires, shall mean TXIR.

8.   Except as amended hereby, all terms and conditions of the Agreement shall
     remain the same, unchanged, and in effect.

          IN WITNESS WHEREOF, this Fourth Amendment of Joint Venture Agreement
of Riverside Cement Company is executed effective the 31st day of January, 2003.

                                        TXI RIVERSIDE INC.


                                        By: /s/ Mel G. Brekhus
                                            ------------------------------------
                                            Mel G. Brekhus
                                            President


                                        TXI CALIFORNIA INC.


                                        By: /s/ Mel G. Brekhus
                                            ------------------------------------
                                            Mel G. Brekhus
                                            President

                                        4

EX-3.39

                                                                    EXHIBIT 3.39

                                                          F I L E D
                                         in the Office of the Secretary of State
                                                of the State of California

                                                         AUG 23 1963
                                             FRANK M. JORDAN, Secretary of State

                                                 By   /s/ Illegible
                                                    --------------------
                                                          Deputy


                            ARTICLES OF INCORPORATION
                                       OF
                         PARTIN LIMESTONE PRODUCTS, INC.

                            * * * * * * * * * * * * *

KNOW ALL MEN BY THESE PRESENTS:

     That we, the undersigned, have this day voluntarily associated ourselves
together for the purpose of forming a corporation under the laws of the State of
California.

     ONE: The name of this corporation is:

          PARTIN LIMESTONE PRODUCTS, INC.

     TWO: The purposes for which this corporation is formed are as follows:

      (a) The primary business in which this corporation initially intends to
engage is to mine and mill limestone and to manufacture limestone roofing
granules and limestone swimming pool sand;

      (b) To engage in any one or more businesses or transactions which the
Board of Directors of this corporation may from time to time authorize or
approve, whether related or unrelated to the business described in (a) above, or
to any other business then or theretofore done by this corporation;

      (c) To exercise any and all rights and powers which a corporation may now
or hereafter exercise;

      (d) To act as principal, agent, joint venturer, partner or in any other
capacity which may be authorized or approved by the Board of Directors of this
corporation; and

      (e) To transact business in the State of California or in any other
jurisdiction of the United States of America or elsewhere in the world.

                                      -1-



            The foregoing statement of purposes shall be construed as a
statement of both purposes and powers, and the purposes and powers in each
clause shall, except where otherwise expressed, be in nowise limited or
restricted by reference to or inference from the terms of provisions of any
other clause but shall be regarded as independent purposes and powers.

     THREE: The principal office for the transaction of the business of this
corporation is to be located in the County of San Bernardino, State of
California.

     FOUR:  The total number of shares which this corporation shall be
authorized to issue is 100,000 shares and the aggregate par value of all shares
shall be $1,000,000.00. The par value of each share shall be $10.00.

     FIVE:  There shall be three (3) directors; the number of directors of this
corporation may hereafter be changed by the adoption of a By-Law or the
amendment of an existing By-Law fixing or changing the number of directors. The
names and addresses of the persons who are appointed to act as the first
directors are as follows:

       Name                                       Address

    Carl Partin                             22676 Lone Eagle Road
                                            Apple Valley, California

    Garold E. Partin                        22601 Bear Valley Road
                                            Apple Valley, California

    Mae Clark                               Victor Valley Shopping Center
                                            Victorville, California

     SIX:   The shareholders of this corporation shall have preemptive rights to
subscribe to any or all issues or securities of the corporation.

                                      -2-



     Seven: Before there can be a valid sale or transfer of any of the shares of
this corporation by the holders thereof, the holder of the shares to be sold or
transferred shall first give notice in writing to the secretary of this
corporation of his intention to sell or transfer such shares. Said notice shall
specify the number of shares to be sold or transferred, the price per share, and
the terms upon which such holder intends to make such sale or transfer. The
secretary shall within five (5) days thereafter, mail or deliver a copy of said
notice to each of the other shareholders of record of this corporation. Such
notice may be delivered to such shareholders personally or may be mailed to the
last known addresses of such shareholders, as the same may appear on the books
of this corporation. Within ten (10) days after the mailing or delivering of
said notices to such shareholders, any such shareholder or shareholders desiring
to acquire any part or all of the shares referred to in said notice shall
deliver by mail or otherwise to the secretary of this corporation a written
offer or offers to purchase a specified number or numbers of such shares at the
price and upon the terms stated in said notice.

            If the total number of shares specified in such offer exceeds the
number of shares referred to in said notice, each offering shareholder shall be
entitled to purchase such proportion of the shares referred to in said notice to
the secretary as the number of shares of this corporation which he holds bears
to the total number of shares held by all such shareholders desiring to purchase
the shares referred to in said notice to the secretary.

            If all of the shares referred to in said notice to the secretary are
not disposed of under such apportionment,

                                      -3-



each shareholder desiring to purchase shares n a number in excess of his
proportionate share, as provided above, shall be entitled to purchase such
proportion of those shares which remain thus undisposed of, as the total number
of shares which he holds bears to the total number of shares held by all of the
shareholders desiring to purchase shares in excess of those to which they are
entitled under such apportionment.

          If none or only a part of the shares referred to in said notice to the
secretary is purchased, as aforesaid, in accordance with offers made within said
ten-day period, the shareholder desiring to sell or transfer may dispose of all
shares of stock referred to in said notice to the secretary not so purchased by
the other shareholders, to any person or persons he may so desire; provided,
however, that he shall not sell or transfer such shares at a lower price or on
terms more favorable to the purchaser or transferee than those specified in said
notice to the secretary.

          Any sale or transfer or purported sale or transfer of the shares of
this corporation shall be null and void unless the terms, conditions and
provisions of this Article SEVEN are strictly observed and followed.

     IN WITNESS WHEREOF, we have hereunto set our hands and seals this 31st day
of August, 1963.

                                                     /s/ Carl Partin
                                          --------------------------------------
                                                       Carl Partin

                                                    /s/ Garold E. Partin
                                          --------------------------------------
                                                     Garold E. Partin

                                                      /s/ Mae Clark
                                          --------------------------------------
                                                        Mae Clark

                                      -4-



STATE OF CALIFORNIA            )
                               )     ss.
COUNTY OF SAN BERNARDINO       )

     On this 31st day of August, 1963, before me, the undersigned, a Notary
Public in and for said County and State, personally appeared CARL PARTIN, GAROLD
E. PARTIN, and MAE CLARK, known to me to be the persons named as Directors in
the within instrument, and whose names are subscribed thereto, and acknowledged
to me that they executed the same.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day
and year in this certificate first above written.

                                                  /s/ William J. Johnstone
                                         ---------------------------------------
                                           Notary Public in and for said County
                                                         and State        (SEAL)
                                                   William J. Johnstone

                                      -5-

EX-3.40

                                                                    EXHIBIT 3.40

                                                        F I L E D
                                         in the office of the Secretary of State
                                                 of the State of California

                                                        MAY 8 1973

                                          EDMUND BROWN Jr., Secretary of State

                                     By            /s/ Illegible
                                        ----------------------------------------
                                                                          Deputy

                      CERTIFICATE OF AMENDMENT OF ARTICLES

                               OF INCORPORATION OF

                         PARTIN LIMESTONE PRODUCTS, INC.

     The undersigned, Carl Partin and Garold E. Partin, do hereby certify that
they are, respectively, and have been at all times herein mentioned, the duly
elected and acting president and secretary of Partin Limestone Products, Inc., a
California corporation, and further that:

     ONE: At a special meeting of the board of directors of and said corporation
duly held at its principal office for the transaction of business at San
Bernardino California, at 10:00 o'clock a.m., on the 13th day of March 1973, at
which meeting there was at all times present and acting, a quorum of the members
of said board, the following resolution was duly adopted.

     WHEREAS, it is deemed to be to the best interest of corporation and to the
     best interest of its shareholders that its articles of incorporation be
     amended and restated as herein after provided:

     NOW, THEREFORE, BE IT RESOLVED, that the articles of incorporation of this
     corporation be amended and restated to read as follows:

     ONE:  The name of this corporation is:

           PARTIN LIMESTONE PRODUCTS, INC.

     TWO:  The purposes of which this corporation is formed are as follows:

           (a) The primary business in which this corporation initially intends
     to engage is to mine and mill limestone and to manufacture limestone
     roofing granules and limestone swimming pool sand;

           (b) To engage in any one or more businesses or transactions which the
     Board of Directors of this corporation may from time to time authorize or
     approve, whether related or unrelated to the business then or theretofore
     done by this corporation;



             (c) To exercise any and all rights and powers which a corporation
     may now or hereafter exercise;

             (d) To act as principal, agent, joint venturer, partner or in any
     other capacity which may be authorized or approved by the Board of
     Directors; and

             (e) To transact business in the State of California or in any other
     jurisdiction of the United States of America or elsewhere in the world.

             The foregoing statement of purposes shall be construed as a
     statement of both purposes and powers, and the purposes and powers in each
     clause  shall, except where otherwise expressed, be in nowise limited or
     restricted by reference to or inference from the terms or provisions of any
     other clause but shall be regarded as independent purposes and powers.

     THREE:  The principal office for the transaction of the business of this
     corporation is to be located in the County of San Bernardino, State of
     California.

     FOUR:   The total number of shares which this corporation shall be
     authorized to issue is 100,000 shares and the aggregate par value of all
     shares shall be $1,000,000.00. The par value of each share shall be $10.00.

     FIVE:   There shall be three (3) directors; the number of directors of this
     corporation may hereafter be changed by the adoption of a By-Law fixing or
     changing the number of directors. The names and addresses of persons who
     are appointed to act as the directors are as follows:

             NAME                                 ADDRESS

         Carl Partin                       22676 Lone Eagle Road
                                           Apple Valley, California

         Garold E. Partin                  22601 Bear Valley Road
                                           Apple Valley, California

         Mae Clark                         Victor Valley Shopping Center
                                           Victorville, California

                                      -2-



     TWO: The number of shares of this corporation consenting to said amendment
and restatement of its articles of incorporation is 12,800, and the following is
a copy of the form of written consent executed by the holders of said shares:

                       WRITTEN CONSENT OF SHAREHOLDERS TO
                           RESTATEMENT OF ARTICLES OF
                                INCORPORATION OF
                         PARTIN LIMESTONE PRODUCTS, INC.

             WHEREAS, at a special meeting of the board of directors of Partin
     Limestone Products, Inc., a California corporation, duly held at the
     principal office for the transaction of business of said corporation at San
     Bernardino California, on the 13th day of March, 1973, at which meeting a
     quorum of the members of said board was at all times present and acting, an
     amendment and restatement of the articles of incorporation of said
     corporation was adopted and approved by resolution of said board amending
     and restating said articles of incorporation to read as follows:

     ONE:    The name of this corporation is:

             PARTIN LIMESTONE PRODUCTS, INC.

     TWO:    The purpose for which this corporation is formed are as follows:

             (a) The primary business in which this corporation initially
     intends to engage is to mine and mill limestone and to manufacture
     limestone roofing granules and limestone swimming pool sand;

             (b) To engage in any one or more businesses or transactions which
     the Board of Directors of this corporation may from time to time authorize
     or approve, whether related or unrelated to the

                                      -3-



     business described in (a) above, or to any other business then or
     theretofore done by thos corporation;

             (c) To exercise any and all rights and powers which a corporation
     may now or hereafter exercise;

             (d) To act as principal, agent, joint venturer, partner or in any
     other capacity which may be authorized or approved by the Board of
     Directors of this corporation; and

             (e) To transact business in the State of California or in any other
     jurisdiction of the United States of America or elsewhere in the world.

             The foregoing statement of purposes shall be construed as a
     statement of both purposes and powers, and the purposes and powers in each
     clause shall, except where otherwise expressed, be in now_se limited or
     restricted by reference to or inference from the terms or provisions of any
     other clause but shall be regarded as independent purposes and powers.

     THREE:  The principal office for the transaction of the business of this
corporation is to be located in the Country of San Bernardino, State of
California.

     FOUR:   The total number of shares which this corporation shall be
authorized to issue is 100,00 shares and the aggregate par value of all shares
shall be $1,000,000.00. The par value of each share shall be $10.00.

     FIVE:   There shall be three (3) directors; the number of directors of this
corporation may hereafter be changed by the adoption of a By-Law or the
amendment of an existing By-Law fixing or changing the number of directors. The
names and addresses of persons who are appointed to act as the directors are as
follows:

                                      -4-



           NAME                                ADDRESS

        Carl Partin                    22676 Lone Eagle Road
                                       Apple Valley, California

        Garold E. Partin               22601 Bear Valley Road
                                       Apple Valley, California

        Mae Clark                      Victor Valley Shopping Center
                                       Victorville, California

             NOW, THEREFORE, each of the undersigned shareholders of said
     corporation does hereby adopt, approve and consent to the foregoing
     amendment and restatement of said articles of incorporation, and does
     hereby consent that said articles of incorporation be amended and restated
     to read as herein set forth.

             IN WITNESS WHEREOF, each of the undersigned has hereunto signed his
     name, and following his name the date of signing and the number of shares
     of said corporation held by him of record and said date entitled to vote
     upon amendment and restatement of said articles of incorporation of the
     character of the foregoing amendment and restatement.

           NAME                           DATE                     SHARES


/s/ Carl Partin                         3-3-1973                   11,600
- ---------------------------            ---------                  -------
CARL PARTIN


/s/ George R. Hendricks                 3-3-1973                      400
- ---------------------------            ---------                  -------
GEORGE R. HENDRICKS


/s/ Garold E. Partin                    3-3-1973                      400
- ---------------------------            ---------                  -------
GAROLD E. PARTIN


/s/ Walter T. Miller                    3-3-1973                      400
- ---------------------------            ---------                  -------
WALTER T. MILLER

                                      -5-



     THREE: The total number of shares of said corporation entitled to vote on
or consent to the adoption of such amendment is 12,800.

     IN WITNESS WHEREOF, the undersigned have executed this certificate of
amendment this 13th day of March, 1973.

                                      /s/ Carl Partin
                                   ---------------------------------------------
                                   CARL PARTIN
                                   President of Partin Limestone Products, Inc.


                                      /s/ Garold E. Partin
                                   ---------------------------------------------
                                   GAROLD E. PARTIN
                                   Secretary of Partin Limestone Products, Inc.


     The undersigned, Carl Partin, President, and Garold E. Partin,. Secretary
of Partin Limestone Products, Inc., a California corporation, each certifies
under penalty of perjury that the matters set out in the foregoing Certificate
of Amendment are true and correct.

     Executed at ___________, California on MARCH 13 1973.

                                      /s/ Carl Partin
                                   ---------------------------------------------
                                   CARL PARTIN


                                      /s/ Garold E. Partin
                                   ---------------------------------------------
                                   GAROLD E. PARTIN


                                                                        [Stamp]

                                      -6-

EX-3.41

                                                                    EXHIBIT 3.41

                                   BY-LAWS OF

                         PARTIN LIMESTONE PRODUCTS, INC.

                                    ARTICLE I
                              SHAREHOLDERS' MEETING

Section 1. PLACE OF MEETINGS.

     All meetings of the shareholders shall be held at the office of the
corporation in the State of California, as may be designated for that purpose
from time to time by the Board of Directors.

Section 2. ANNUAL MEETINGS.

     The annual meeting of the shareholders shall be held on the first Monday of
September     in each year, if not a legal holiday, and if a legal holiday, then
         ----
on the next succeeding business day, at the hour of 2:00 o'clock P.M., at which
time the shareholders shall elect by plurality vote a Board of Directors,
consider reports of the affairs of the Corporation, and transact such other
business as may properly be brought before the meeting.

Section 3. SPECIAL MEETINGS.

     Special meetings of the shareholders, for any purpose or purposes
whatsoever, may be called at any time by the President, or by the Board of
Directors, or by any two or more members thereof, or by one or more shareholders
holding not less than one-tenth (1/10) of the voting power of the corporation.

Section 4. NOTICE OF MEETINGS.

     Notices of meetings, annual or special, shall be given in writing to
shareholders entitled to vote by the Secretary or the Assistant Secretary, or if
there be no such officer, or in case of his neglect or refusal, by any director
or shareholder.

     Such notices shall be sent to the shareholder's address appearing on the
books of the corporation, or supplied by him to the corporation for the purpose
of notice, not less than seven days before such meeting.

     Notice of any meeting of shareholders shall specify the place, the day and
the hour of meeting, and in case of special meeting, as provided by the
Corporations Code of California, the general nature of the business to be
transacted.

     When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in case of an original meeting. Save, as
aforesaid, it shall not be necessary to give any notice of the adjournment or of
the business to be transacted at an adjourned meeting other than by announcement
at the meeting at which such adjournment is taken.

Section 5. CONSENT TO SHAREHOLDERS' MEETINGS.

     The transactions of any meeting of shareholders, however called and
noticed, shall be valid as though had at a meeting duly held after regular call
and notice, if a quorum be present either in

                                       -1-



person or by proxy, and if, either before or after the meeting, each of the
shareholders entitled to vote, not present in person or by proxy, sign a written
waiver of notice, or a consent to the holding of such meeting, or an approval of
the minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.

     Any action which may be taken at a meeting of the shareholders, may be
taken without a meeting if authorized by a writing signed by all of the holders
of shares who would be entitled to vote at a meeting for such purpose, and filed
with the Secretary of the corporation.

Section 6. QUORUM.

     The holders of a majority of the shares entitled to vote thereat, present
in person, or represented by proxy, shall be requisite and shall constitute a
quorum at all meetings of the shareholders for the transaction of business
except as otherwise provided by law, by the Articles of Incorporation, or by
these By-Laws. If, however, such majority shall not be present or represented at
any meeting of the shareholders, the shareholders entitled to vote thereat,
present in person, or by proxy, shall have power to adjourn the meeting from
time to time, until the requisite amount of voting shares shall be present. At
such adjourned meeting at which the requisite amount of voting shares shall be
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

Section 7. VOTING RIGHTS; CUMULATIVE VOTING.

     Only persons in whose names shares entitled to vote stand on the stock
records of the corporation on the day of any meeting of shareholders, unless
some other day be fixed by the Board of Directors for the determination of
shareholders of record, then on such other day, shall be entitled to vote at
such meeting.

     Every shareholder entitled to vote shall be entitled to one vote for each
of said shares and shall have the right to accumulate his votes as provided in
Section 2235, Corporations Code of California.

Section 8. PROXIES.

     Every shareholder entitled to vote, or to execute consents, may do so,
either in person or by written proxy, executed in accordance with the provisions
of Section 2225 of the Corporations Code of California and filed with the
Secretary of the corporation.

                                   ARTICLE II
                            DIRECTORS; MANAGEMENT

Section 1. POWERS.

     Subject to the limitation of the Articles of Incorporation, of the By-Laws
and of the Laws of the State of California as to action to be authorized or
approved by the shareholders, all corporate powers shall be exercised by or
under authority of, and the business and affairs of this corporation shall be
controlled by, a Board of Directors.

                                       -2-



Section 2. NUMBER AND QUALIFICATION.

     The authorized number of directors of the corporation shall be four ( 4 ),
until changed by amendment to the Articles of Incorporation or by an amendment
to this Section 2, Article II of these By-Laws, adopted by the vote or written
assent of the shareholders entitled to exercise the majority of the voting power
of the corporation.

Section 3. ELECTION AND TENURE OF OFFICE.

     The directors shall be elected by ballot at the annual meeting of the
shareholders, to serve for one year and until their successors are elected and
have qualified. Their term of office shall begin immediately after election.

Section 4. VACANCIES.

     Vacancies in the Board of Directors may be filled by a majority of the
remaining directors, though less than a quorum, or by a sole remaining director,
and each director so elected shall hold office until his successor is elected at
an annual meeting of shareholders or at a special meeting called for that
purpose.

     The shareholders may at any time elect a director to fill any vacancy not
filled by the directors, and may elect the additional directors at the meeting
at which an amendment of the By-Laws is voted authorizing an increase in the
number of directors.

     A vacancy or vacancies shall be deemed to exist in case of the death,
resignation or removal of any director, or if the shareholders shall increase
the authorized number of directors but shall fail at the meeting at which such
increase is authorized, or at an adjournment thereof, to elect the additional
director so provided for, or in case the shareholders fail at any time to elect
the full number of authorized directors.

     If the Board of Directors accepts the resignation of a Director tendered to
take effect at a future time, the Board, or the shareholders, shall have power
to elect a successor to take office when the resignation shall become effective.

     No reduction of the number of directors shall thrive the effect of removing
any director prior to the expiration of his term of office.

Section 5. REMOVAL OF DIRECTORS.

     The entire Board of Directors or any individual director may be removed
from office as provided by Section 810 of the Corporations Code of the State of
California.

Section 6. PLACE OF MEETINGS.

     Meetings of the Board of Directors shall be held at the office of the
corporation in the State of California, as designated for that purpose, from
time to time, by resolution of the Board of Directors or written consent of all
of the Members of the Board. Any meeting shall be valid, wherever held, if held
by the written consent of all Members of the Board of Directors, given either
before or after the meeting and filed with the Secretary of the corporation.

                                       -3-



Section 7. ORGANIZATION MEETINGS.

     The organization meetings of the Board of Directors shall be held
immediately following the adjournment of the annual meetings of the
shareholders.

Section 8. OTHER REGULAR MEETINGS.

     Regular meetings of the Board of Directors shall be held on first Monday in
September in each year at the hour of 3:00 P.M.

If said day shall fall upon a holiday, such meetings shall be held on the next
succeeding business day thereafter. No notice need be given of such regular
meetings.

Section 9. SPECIAL MEETINGS-NOTICES.

     Special meetings of the Board of Directors for any purpose or purposes
shall be called at any time by the President or if he is absent or unable or
refuses to act, by any Vice-President or by any two directors.

     Written notice of the time and place of special meetings shall be delivered
personally to the directors or sent to each director by letter or by telegram,
charges prepaid, addressed to him at his address as it is shown upon the records
of the corporation, or if it is not so shown on such records or is not readily
ascertainable, at the place in which the meetings of the directors are regularly
held. In case such notice is mailed or telegraphed, it shall be deposited in the
United States mail or delivered to the telegraph company in the place in which
the principal office of the corporation is located at least forty-eight (48)
hours prior to the time of the holding of the meeting. In case such notice is
delivered as above provided; it shall be so delivered at least twenty-four (24)
hours prior to the time of the holding of the meeting. Such mailing,
telegraphing or delivery as above provided shall be due, legal and personal
notice to such director.

Section 10. WAIVER OF NOTICE.

     When all of the directors are present at any directors' meeting, however
called or noticed, and sign a written consent thereto on the records of such
meeting, or, if a majority of the directors are present, and if those not
present sign in writing a waiver of notice of such meeting, whether prior to or
after the holding of such meeting, which said waiver shall be filed with the
Secretary of the corporation, the transactions thereof are as valid as if had at
a meeting regularly called and noticed.

Section 11. DIRECTORS ACTING WITHOUT A MEETING.

     Any action required or permitted to be taken by the Board of Directors, may
be taken without a meeting, and with the same force and effect as a unanimous
vote of directors, if all members of the board shall individually or
collectively consent in writing to such action.

Section 12. NOTICE OF ADJOURNMENT.

     Notice of the time and place of holding an adjourned meeting need not be
given to absent directors if the time and place be fixed at the meeting
adjourned.

                                       -4-



Section 13. QUORUM.

     A majority of the number of directors as fixed by the Articles or By-Laws
shall be necessary to constitute a quorum for the transaction of business, and
the action of a majority of the directors present at any meeting at which there
is a quorum, when duly assembled, is valid as a corporate act; provided that a
minority of the directors, in the absence of a quorum, may adjourn from time to
time, but may not transact any business.

                                   ARTICLE III
                                    OFFICERS

Section 1. OFFICERS.

     The officers of the corporation shall be a president, a vice-president, a
secretary, and a treasurer. The corporation may also have, at the discretion of
the board of directors, a chairman of the board-, one or more additional
vice-presidents, one or more assistant secretaries, one or more assistant
treasurers, and such other officer as may be appointed in accordance with the
provisions of Section 3 of this article. One person may hold two or more
offices, except those of president and secretary.

Section 2. ELECTION.

     The officers of the corporation, except such officers as may be appointed
in accordance with the provisions of Section 3 or Section 5 of this article
shall be chosen annually by the board of directors, and each shall hold his
office until he shall resign or shall be removed or otherwise disqualified to
serve, or his successor shall be elected and qualified.

Section 3. SUBORDINATE OFFICERS, ETC.

     The board of directors may appoint such other officers as the business of
the corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in the by-laws or as
the board of directors may from time to time determine.

Section 4. REMOVAL AND RESIGNATION.

     Any officer may be removed, either with or without cause, by a majority of
the directors at the time in office, at any regular or special meeting of the
board, or, except in case of an officer chosen by the board of directors, by any
officer upon whom such power of removal may be conferred by the board of
directors.

     Any officer may resign at any time by giving written notice to the board of
directors or to the president, or to the secretary of the corporation. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

Section 5. VACANCIES.

     A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
the by-laws for regular appointments to such office.

                                       -5-



Section 6. CHAIRMAN OF THE BOARD.

     The chairman of the board, if there shall be such an officer, shall, if
present, preside at all meetings of the board of directors, and exercise and
perform such other powers and duties as may be from time to time assigned to him
by the board of directors or prescribed by the by-laws.

Section 7. PRESIDENT.

     Subject to such supervisory powers, if any, as may be given by the board of
directors to the chairman of the board, if there be such an officer, the
president shall be the chief executive officer of the corporation and shall,
subject to the control of the board of directors, have general supervision,
direction and control of the business and officers of the corporation. He shall
preside at all meetings of the shareholders and in the absence of the chairman
of the board, or if there be none, at all meetings of the board of directors. He
shall be ex-officio a member of all the standing committees, including the
executive committee, if any, and shall have the general powers and duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed by the board of directors
or the by-laws.

Section 8. VICE PRESIDENT.

     In the absence or disability of the president, the vice presidents in order
of their rank as fixed by the board of directors, or if not ranked, the vice
president designated by the board of directors, shall perform all the duties of
the president, and when so acting shall have all the powers of, and be subject
to, all the restrictions upon, the president. The vice presidents shall have
such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the board of directors or the by-laws.

Section 9. SECRETARY.

     The secretary shall keep, or cause to be kept, a book of minutes at the
principal office or such other place as the board of directors may order, of all
meetings of directors and shareholders, with the time and place of holding,
whether regular or special, and if special, how authorized, the notice thereof
given, the names of those present at directors' meetings, the number of shares
present or represented at shareholders' meetings and the proceedings thereof.

     The secretary shall keep, or cause to be kept, at the principal office or
at the office of the corporation's transfer agent, a share register, or
duplicate share register, showing the names of the shareholders and their
addresses; the number and classes of shares held by each; the number and date of
certificates issued for the same; and the number and date of cancellation of
every certificate surrendered for cancellation.

     The secretary shall give, or cause to be given, notice of all the meetings
of the shareholders and of the board of directors required by the by-laws or by
law to be given, and he shall keep the seal of the corporation in safe custody,
and shall have such other powers

                                       -6-



and perform such other duties as may be prescribed by the board of directors or
the by-laws.

Section 10. TREASURER.

     The treasurer shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus and shares. Any surplus,
including earned surplus, paid-in-surplus and surplus arising from a reduction
of stated capital, shall be classified according to source and shown in a
separate account. The books of account shall at all reasonable times be open to
inspection by any director.

     The treasurer shall deposit all moneys and other valuables in the name and
to the credit of the corporation with such depositaries as may be designated by
the board of directors. He shall disburse the funds-of the corporation as may be
ordered by the board of directors, shall render to the president and directors,
whenever they request it, an account of all of his transactions as treasurer and
of the financial condition of the corporation, and shall have such other powers
and perform such other duties as may be prescribed by the board of directors or
the by-laws.

                                   ARTICLE IV
                         EXECUTIVE AND OTHER COMMITTEES

     The Board of Directors may appoint an executive committee, and such other
committees as may be necessary from time to time, consisting of such number of
its members and with such powers as it may designate, consistent with the
Articles of Incorporation and By-Laws and the General Corporation Laws of the
State of California. Such committees shall hold office at the pleasure of the
board.

                                    ARTICLE V
                    CORPORATE RECORDS AND REPORTS--INSPECTION

Section 1. RECORDS.

     The corporation shall maintain adequate and correct accounts, books and
records of its business and properties. All of such books, records and accounts
shall be kept at its principal place of business in the State of California, as
fixed by the Board of Directors from time to time.

Section 2. INSPECTION OF BOOKS AND RECORDS.

     All books and records provided for in Section 3003 of the Corporations
Code of California shall be open to inspection of the directors and shareholders
from time to time and in the manner provided in said Section 3003.

Section 3. CERTIFICATION AND INSPECTION OF BY-LAWS.

     The original or a copy of these By-Laws, as amended or otherwise altered to
date, certified by the Secretary, shall be open to

                                       -7-



inspection by the shareholders of the company, as provided in Section 502 of the
Corporations Code of California.

Section 4. CHECKS, DRAFTS, ETC.

     All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable to the corporation,
shall be signed or endorsed by such person or persons and in such manner as
shall be determined from time to time by resolution of the Board of Directors.

Section 5. CONTRACTS, ETC.--HOW EXECUTED.

     The Board of Directors, except as in the By-Laws otherwise provided, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the corporation. Such
authority may be general or confined to specific instances. Unless so authorized
by the Board of Directors, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement, or to pledge
its credit, or to render it liable for any purpose or to any amount.

Section 6. ANNUAL REPORT.

     The Board of Directors shall cause an annual report or statement to be sent
to the shareholders of this corporation not later than 120 days after the close
of the fiscal or calendar year in accordance with the provisions of Sections
3006 - 3010 of the Corporations Code of the State of California.

                                   ARTICLE VI
                       CERTIFICATES AND TRANSFER OF SHARES

Section 1. CERTIFICATES FOR SHARES.

     Certificates for shares shall be of such form and device as the Board of
Directors may designate and shall state the name of the record holder of the
shares represented thereby; its number; date of issuance; the number of shares
for which it is issued; the par value, if any, or a statement that such shares
are without par value; a statement of the rights, privileges, preferences and
restrictions, if any; a statement as to the redemption or conversion, if any; a
statement of liens or restrictions upon transfer or voting, if any; if the
shares be assessable or, if assessments are collectible by personal action, a
plain statement of such facts.

     Every certificate for shares must be signed by the President or a
Vice-President and the Secretary or an Assistant Secretary or must be
authenticated by facsimiles of the signatures of the President and Secretary or
by a facsimile of the signature of its President and the written signature of
its Secretary or an Assistant Secretary. Before it becomes effective every
certificate for shares authenticated by a facsimile of a signature must be
countersigned by a transfer agent or transfer clerk and must be registered by an

                                       -8-



incorporated bank or trust company, either domestic or foreign, as registrar of
transfers.

Section 2. TRANSFER ON THE BOOKS.

     Upon surrender to the Secretary or transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

Section 3. LOST OR DESTROYED CERTIFICATES.

     Any person claiming a certificate of stock to be lost or destroyed shall
make an affidavit or affirmation of that fact and advertise the same in such
manner as the Board of Directors may require, and shall if the directors so
require give the corporation a bond of indemnity, in form and with one or more
sureties satisfactory to the Board, in at least double the value of the stock
represented by said certificate, whereupon a new certificate may be issued of
the same tenor and for the same number of shares as the one alleged to be lost
or destroyed.

Section 4. TRANSFER AGENTS AND REGISTRARS.

     The Board of Directors may appoint one or more transfer agents or transfer
clerks, and one or more registrars, which shall be an incorporated bank or trust
company--either domestic or foreign, who shall be appointed at such times and
places as the requirements of the corporation may necessitate and the Board of
Directors may designate.

Section 5. CLOSING STOCK TRANSFER BOOKS.

     The Board of Directors may close the transfer books in their discretion for
a period not exceeding thirty days preceding any meeting, annual or special, of
the shareholders, or the day appointed for the payment of a dividend.

                                   ARTICLE VII
                                 CORPORATE SEAL

     The corporate seal shall be circular in form, and shall have inscribed
thereon the name of the corporation, the date of its incorporation, and the word
California.

                                  ARTICLE VIII
                             AMENDMENTS TO BY-LAWS

Section 1. BY SHAREHOLDERS.

     New By-Laws may be adopted or these By-Laws may be repealed or amended at
their annual meeting, or at any other meeting of the shareholders called for
that purpose, by a vote of shareholders entitled to exercise a majority of the
voting power of the corporation, or by written assent of such shareholders.

                                       -9-



Section 2. POWERS OF DIRECTORS.

     Subject to the right of the shareholders to adopt, amend or repeal By-Laws,
as provided in Section 1 of this Article VIII the Board of Directors may adopt,
amend or repeal any of these By-Laws other than a By-Law or amendment thereof
changing the authorized number of directors.

Section 3. RECORD OF AMENDMENTS.

     Whenever an amendment or new By-Law is adopted, it shall be copied in the
Book of By-Laws with the original By-Laws, in the appropriate place. If any
By-Law is repealed, the fact of repeal with the date of the meeting at which the
repeal was enacted or written assent was filed shall be stated in said book.

                                      -10-



     KNOW ALL MEN BY THESE PRESENTS:

     That we, the undersigned, being all of the persons appointed in the
     Articles of Incorporation to act as the first Board of Directors of hereby
     assent to the foregoing By-Laws, and adopt the same as the By-Laws of said
     corporation.

     IN WITNESS WHEREOF, we have hereunto set our hands this 2nd day of January
     1964.


     /s/ Carl Partin
     -----------------------------   )
     Carl Partin                     )
                                     )
                                     )
     /s/ Garold Partin               )
     -----------------------------   }
     Garold Partin                   )
                                     )
                                     )
     /s/ Lelia Partin                )
     -----------------------------   )   Directors.
     Lelia Partin                    )
                                     )
                                     )
     /s/ George R. Hendricks         )
     -----------------------------   )
     George R. Hendricks             )
                                     )
                                     )

THIS IS TO CERTIFY:

     That I am the duly elected, qualified and acting Secretary of PARTIN
LIMESTONE PRODUCTS, INC. and that the above and foregoing By-Laws were adopted
as the By-Laws of said corporation on the 2nd day of January 1964, by the
persons appointed in the Articles of Incorporation to act as the first directors
of said corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of January
1964.


                                                   /s/ Illegible
                                                   -----------------------------
                                                       Secretary.

EX-3.42

                                                                    EXHIBIT 3.42

                                                             F I L E D

                                                            JAN 24 1986

                                                                1 PM

                                                           /s/ Illegible
                                                         SECRETARY OF STATE


                          CERTIFICATE OF INCORPORATION

                                       OF

                            RIVERSIDE CEMENT COMPANY

                   1. The name of the corporation is:

                            RIVERSIDE CEMENT COMPANY

                   2. The address of its registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.

                   3. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

                   4. The total number of shares of stock which the corporation
shall have authority to issue is One Thousand (1,000) and the par value of each
of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand
Dollars ($1,000.00).

                   5. The board of directors is authorized to make, alter or
repeal the bylaws of the corporation. Election of directors need not be by
written ballot.

                   6. The name and mailing address of the incorporator is:

                                            V. A. Brookens
                                            Corporation Trust Center
                                            1209 Orange Street
                                            Wilmington, Delaware 19801

             I, THE UNDERSIGNED, being the incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 24th day of January, 1986

                                            /s/ V. A. Brookens
                                            ------------------------------------
                                            V. A. Brookens

EX-3.43

                                                                    EXHIBIT 3.43

                                                                  FILED

                                                                FEB 7 1990

                                                              /s/ Illegible

                                                            SECRETARY OF STATE

                                                                  10 AM

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                    * * * * *

             RIVERSIDE CEMENT COMPANY, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

             FIRST: That the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the minutes of the board,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:

             RESOLVED, that the Certificate of Incorporation of RIVERSIDE CEMENT
             COMPANY be amended by changing the First Article thereof so that,
             as amended, said Article shall be and read as follows: "The name of
             the corporation is RIVERSIDE CEMENT HOLDINGS COMPANY."

             SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of section 228 of the General Corporation Law of
the State of Delaware.



             THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of sections 242 and 228 of the General
Corporation Law of the State of Delaware.

             IN WITNESS WEREOF, said RIVERSIDE CEMENT COMPANY has caused this
Certificate to be signed by Royce W. Montgomery, its Vice-President, and
attested by Dorothy M. Ray, its Assistant Secretary, this 1st day of FEBRUARY,
1990.

                                            RIVERSIDE CEMENT COMPANY

                                            By    /s/ Royce W. Montgomery
                                                 -------------------------------
                                                 Royce W. Montgomery
                                                 Vice President

ATTEST:


By      /s/ Dorothy M. Ray
     ----------------------------
     Dorothy M. Ray
     Assistant Secretary

EX-3.44

                                                                    EXHIBIT 3.44

                                                                 Amended 9-30-88

                                     BYLAWS

                                       OF

                            RIVERSIDE CEMENT COMPANY

                               ARTICLE I: OFFICES

     Section 1. The registered office shall be in the City of Wilmington, County
of New Castle, State of Delaware.

     Section 2. The corporation may also have offices at such other places both
within and without the State of Delaware as the board of directors may from time
to time determine or the business of the corporation may require.

                      ARTICLE II: MEETINGS OF STOCKHOLDERS

     Section 1. All meetings of the stockholders for the election of directors
shall be held within or outside the State of Delaware, at such place as may be
fixed from time to time by the board of directors, or at such other place either
within or without the State of Delaware as shall be designated from time to time
by the board of directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

     Section 2. Annual meetings of stockholders, commencing with the year 1988,
shall be held at a date and a time designated by the board of directors and
stated in the notice of the meeting, at which they shall elect by a plurality
vote a board of directors, and transact such other business as may properly be
brought before the meeting.

     Section 3. Written notice of the annual meeting stating the place, date,
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than fifty days before the date of the
meeting.

     Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the

                                        1



notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

     Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in the
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     Section 6. Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given not less than ten nor more than sixty days before the date of the
meeting, to each stockholder entitled to vote at such meeting.

     Section 7. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

     Section 8. The holders of the majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     Section 9. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
certificate of incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.

                                       2



     Section 10. Unless otherwise provided in the certificate of incorporation,
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of the capital stock having voting
power held by such stockholder, but no proxy shall be voted on after three years
from its date, unless the proxy provides for a longer period.

     At all elections of directors of the corporation each stockholder having
voting power shall be entitled to exercise the right of cumulative voting as
provided in the certificate of incorporation.

     Section 11. Unless otherwise provided in the certificate of incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.

                             ARTICLE III: DIRECTORS

     Section 1. The number of directors which shall constitute the whole board
shall be not less than one nor more than five. The first board shall consist of
one director. Thereafter, within the limits above specified, the number of
directors shall be determined by resolution of the board of directors or by the
stockholders at the annual meeting. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his successor is elected and
qualified. Directors need not be stockholders.

     Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders

                                       3



holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

     Section 3. The business of the corporation shall be managed by or under the
direction of its board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the certificate of incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 5. The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the stockholders
at the annual meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the stockholders to fix
the time or place of such first meeting of the newly elected board of directors,
or in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
board of directors, or as shall be specified in a written waiver signed by all
of the directors.

     Section 6. Regular meetings of the board of directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board.

     Section 7. Special meetings of the board may be called by the president on
three days' notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of two directors unless the
board consists of only one director; in which case special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of the sole director.

     Section 8. At all meetings of the board, one director shall constitute a
quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be present
at any meeting of the board of directors, the directors

                                       4



present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

     Section 9. Unless otherwise restricted by the certificate of incorporation
or these bylaws, any action required or permitted to be taken at any meeting of
the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

     Section 10. Unless otherwise restricted by the certificate of incorporation
or these bylaws, members of the board of directors, or any committee designated
by the board of directors, may participate in a meeting of the board of
directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

     Section 11. The board of directors may, by resolution passed by a majority
of the whole board, designate one or more committees, each committee to consist
of one or more of the directors of the corporation. The board may designate one
or more directors as alternate members of any committee who may replace any
absent or disqualified member at any meeting of the committee.

     In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member.

     Any such committee, to the extent provided in the resolution of the board
of directors, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, (except
that a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the board of directors
as provided in Section 151(a) fix any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other

                                       5



class or classes or any other series of the same or any other class or classes
of stock of the corporation) adopting an agreement of merger or consolidation,
recommending to the sale, lease, or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
bylaws of the corporation; and, unless the resolution or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock or to
adopt a certificate of ownership and merger. Such committee or committees shall
have such name or names as may be determined from time to time by resolution
adopted by the board of directors.

     Section 12. Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

     Section 13. Unless otherwise restricted by the certificate of incorporation
or these bylaws, the board of directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

     Section 14. Unless otherwise restricted by the certificate of incorporation
or by law, any director or the entire board of directors may be removed, with or
without cause, by the holders of a majority of shares entitled to vote at an
election of directors.

                               ARTICLE IV: NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these bylaws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be

                                       6



deposited in the United States mail. Notice to directors may also be given by
telegram.

     Section 2. Whenever any notice is required to be given under the provisions
of the statutes or of the certificate of incorporation or of these bylaws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                               ARTICLE V: OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of
directors and shall be a president, a vice president, a secretary, and a
treasurer. The board of directors may also choose such other officers as
desired, including a Chairman of the Board, additional vice presidents, and one
or more assistant secretaries and assistant treasurers. Any number of offices
may be held by the same person, unless the certificate of incorporation or these
bylaws otherwise provide.

     Section 2. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, one or more vice presidents, a
secretary, and a treasurer.

     Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

     Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of the corporation
shall be filled by the board of directors.

                              CHAIRMAN OF THE BOARD

     Section 6. The Chairman shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

                                       7



     Section 7. He shall execute bonds, mortgages, and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.

                                    PRESIDENT

     Section 8. The President shall, in the absence or disability of the
Chairman of the Board, exercise all of the powers and discharge all of the
duties of the Chairman of the Board. He shall in the absence of the Chairman of
the Board, preside at all meetings of the stockholders and of the Board of
Directors. He shall perform all such other and further duties as may be required
of him from time to time by the Chairman of the board or the Board of Directors.

                               THE VICE PRESIDENTS

     Section 9. In the absence of the president or in the event of his inability
or refusal to act, the vice president (or in the event there be more than one
vice president, the vice presidents in the order designated by the directors, or
in the absence of any designation, then in the order of their election) shall
perform the duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president. The vice
presidents shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

                      THE SECRETARY AND ASSISTANT SECRETARY

     Section 10. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

                                       8



     Section 11. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     Section 12. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

     Section 13. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

     Section 14. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement, or removal from
office, of all books, papers, vouchers, money, and other property of whatever
kind in his possession or under his control belonging to the corporation.

     Section 15. The assistant treasurer, or if there shall be more than one,
the assistant treasurers in the order determined by the board of directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the treasurer and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.

                       ARTICLE VI: CERTIFICATES FOR SHARES

     Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation by, the chairman or vice chairman of the board of
directors, or the president or a vice president and the treasurer

                                       9



or an assistant treasurer, or the secretary or an assistant secretary of the
corporation.

     Upon the face or back of each stock certificate issued to represent any
partly paid shares, or upon the books and records of the corporation in the case
of uncertificated partly paid shares, shall be set forth the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations, or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

     Within a reasonable time after the issuance or transfer of uncertificated
stock, the corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to Sections 151, 156, 202(a), or 218(a) or a statement
that the corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations, or restrictions of such preferences and/or
rights.

     Section 2. Any of or all the signatures on a certificate may be facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the date of issue.

                                LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by

                                       10



the corporation alleged to have been lost, stolen, or destroyed, upon the making
of an affidavit of that fact by the person claiming the certificate of stock to
be lost, stolen, or destroyed. When authorizing such issue of a new certificate
or certificates or uncertificated shares, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen, or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen, or destroyed.

                                TRANSFER OF STOCK

     Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation, or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be cancelled and
issuance of new equivalent uncertificated shares or certificated shares shall be
made to the person entitled thereto and the transaction shall be recorded upon
the books of the corporation.

                               FIXING RECORD DATE

     Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the

                                       11



owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.

                         ARTICLE VII: GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1. Dividends upon the capital stock of the corporation, subject to
the provisions of the certificate of incorporation, if any, may be declared by
the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

     Section 3. The board of directors shall present at each annual meeting, and
at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                     CHECKS

     Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

     Section 5. The fiscal year of the corporation shall be June 30.

                                       12



                                      SEAL

     Section 6. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization, and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                 INDEMNIFICATION

     Section 7. The corporation shall indemnify its officers, directors,
employees, and agents to the extent permitted by the General Corporation Law of
Delaware.

                            ARTICLE VIII: AMENDMENTS

     Section 1. These bylaws may be altered, amended, or repealed, or new bylaws
may be adopted by the stockholders or by the board of directors, when such power
is conferred upon the board of directors by the certificate of incorporation at
any regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors if notice of
such alteration, amendment, repeal, or adoption of new bylaws be contained in
the notice of such special meeting. If the power to adopt, amend, or repeal
bylaws is conferred upon the board of directors by the certificate of
incorporation, it shall not divest or limit the power of the stockholders to
adopt, amend, or repeal bylaws.

                                       13

EX-3.45

                                                                    EXHIBIT 3.45

                            ARTICLES OF INCORPORATION

                                       OF

                             CLODINE PROPERTIES INC.

                                   Article One

          The name of the corporation is CLODINE PROPERTIES INC.

                                   Article Two

          The period of the Corporation's duration is perpetual.

                                  Article Three

          The purpose for which the Corporation is organized is the transaction
     of any or all lawful business for which corporations may be incorporated
     under the Texas Business Corporation Act.

                                  Article Four

          The aggregate number of shares which the corporation shall have
     authority to issue is 1,000 shares with a par value of $1.00 per share.

                                  Article Five

          The corporation shall not commence business until it has received for
     the issuance of its shares consideration of the value of One Thousand
     Dollars ($1,000.00), consisting of money, labor done, or property actually
     received.

                                   Article Six

     The street address of the initial registered office of the Corporation is
     350 N. St. Paul Street, Suite 2900, Dallas, Texas 75201, and the name of
     its initial registered agent at such address is CT Corporation Systems.

Articles of Incorporation of Clodine Properties Inc.                      Page 1



                                 Article Seven

          The number of Directors constituting the initial Board of Directors of
     the Corporation is three (3), and the names and addresses of the persons
     who are to serve as Directors until the first annual meeting of the members
     or until their successors are elected and qualified are:

          Richard M. Fowler                               7610 Stemmons Freeway
                                                          Dallas, Texas 75247

          James R. McCraw                                 7610 Stemmons Freeway
                                                          Dallas, Texas 75247

          Robert C. Moore                                 7610 Stemmons Freeway
                                                          Dallas, Texas 75247

                                  Article Seven

     The name and street address of the person incorporating the corporation is:

                               Julie L. Henderson
                               7610 Stemmons Freeway
                               Dallas, Texas 75247

                                                     Incorporator:


                                                     /s/ Julie L. Henderson
                                                     ---------------------------
                                                     Julie L. Henderson

Articles of Incorporation of Clodine Properties Inc.                      Page 2



STATE OF TEXAS    (S)
                  (S)
COUNTY OF DALLAS  (S)

     I, a Notary Public, do hereby certify that on this 5th day of November,
1993, personally appeared before me JULIE L. HENDERSON, who being by me first
duly sworn, declared that she is the person who signed the foregoing document as
incorporator, and that the statements therein contained are true.


                                                  /s/ Gwynn E. Herrick
                                                  ------------------------------
                                                  Gwynn E. Herrick
                                                  Notary Public in and for the
                                                  State of Texas

My Commission Expires:


                                                  [SEAL]

                                                  GWYNN E. HERRICK
                                                  Notary Public
                                                  STATE OF TEXAS
                                                  My Comm., Exp. SEPT 2, 1995

Articles of Incorporation of Clodine Properties Inc.                      Page 3

EX-3.46

                                                                    Exhibit 3.46

                              ARTICLE OF AMENDMENT

                                     TO THE

                           ARTICLES OF INCORPORATION

                                    * * * * *

     CLODINE PROPERTIES INC., a Texas corporation (the "Corporation") acting
pursuant to Section 4.04 of the Texas Business Corporation Act does hereby
certify:

                                   ARTICLE ONE

     The name of the corporation is Clodine Properties Inc.

                                   ARTICLE TWO

     The following amendment to the Articles of Incorporation of the Corporation
which alters Article One of the Articles of Incorporation of the Corporation was
adopted by the sole shareholder of the Corporation, on May 25, 1994.

          "RESOLVED, THAT THE ARTICLES OF INCORPORATION OF THE CORPORATION BE
          AMENDED BY STRIKING ARTICLE ONE IN ITS ENTIRETY AND REPLACING THE
          FOLLOWING THEREFOR:

                                   Article One

                         The name of the corporation is
                      SOUTHWESTERN FINANCIAL CORPORATION."

                                  ARTICLE THREE

     The number of shares of the Corporation outstanding at the time of adoption
was one thousand (1,000); and the number of shares entitled to vote thereon was
one thousand (1,000).

                                  ARTICLE FOUR

     The number of shares of the Corporation voted in favor of the adoption is
one thousand (1,000); and the number of shares voted against the adoption is
zero (0).

Dated: May 25, 1994.

                                            CLODINE PROPERTIES INC.


                                            By: Barry M. Bone
                                                --------------------------------
                                                Barry M. Bone, President

                                       1



STATE OF TEXAS    (S)
                  (S)
COUNTY OF DALLAS  (S)

          Before me, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Barry m. Bone, known to me to be the
person and officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that the same was the act of the said CLODINE PROPERTIES
INC., a corporation, and that he executed the same as the act of such
corporation for the purposes and consideration therein expressed, and in the
capacity therein stated.

          Given under my hand and seal of office this 25th day of MAY, 1994.


                                                  /s/ Illegible
                                                  ------------------------------
                                                  Notary Public in and for
                                                  The State of Texas

                                       2

EX-3.47

                                                                    Exhibit 3.47

                                     BYLAWS

                                       OF

                             CLODINE PROPERTIES INC.

                                     * * *

                                    ARTICLE I

                                     OFFICES

          SECTION 1. In addition to its principal office in the State of Texas,
the corporation may also have offices at such other places both within and
without the State of Texas as the Board of Directors shall from time to time
determine.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

          SECTION 1. All meetings of shareholders for the election of Directors
shall be held in the City of Dallas, State of Texas, at such place as may be
fixed from time to time by the Board of Directors, or at such other place either
within or without the State of Texas as shall be designated from time to time by
the Board of Directors and as stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

          SECTION 2. Annual Meetings of Shareholders, commencing with the year
1993, shall be held each year on the second Tuesday of October, if not a legal
holiday, then on the next secular day following, at 10:30 a.m. in the forenoon,
at which they shall elect, by a plurality vote, a Board of Directors, and
transact such other business as may properly be brought before the meeting;
provided, however, that the shareholders may, by a written agreement signed by
the holders of all outstanding shares of stock entitled to general voting
rights, establish a manner of election or selection of directors other than by a
plurality vote during the term of such written agreement.

          SECTION 3. Written or printed notice of every meeting of shareholders
stating the place, day and hour, and purpose of the meeting shall be delivered
to each shareholder of record entitled to vote at such meeting not less than ten
(10) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, by the Secretary, the officer performing said duties or
the persons calling the meeting.

Bylaws of Clodine Properties Inc.                                         Page 1



          SECTION 4. Special meetings of shareholders for any purpose other than
the election of directors may be held at such time and place within or without
the State of Texas as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

          SECTION 5. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the Chairman of the Board or any two (2) members
of the Board of Directors, and shall be held at the request, in writing, of
shareholders owning not less than one-half (1/2) of the entire capital stock
having voting power.

          SECTION 6. The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

          SECTION 7. At least ten (10) days before every election of directors,
a complete list of shareholders entitled to vote at said election, arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the Secretary. Such list shall be open to the
examination of any shareholder at the office of the corporation in the City of
Dallas, Texas for said ten (10) days, an shall be produced and kept at the time
an place of election during the whole of the time thereof, subject to the
inspection of any shareholder who may be present.

                                   ARTICLE III

                           QUORUM AND VOTING OF STOCK

          SECTION 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

          SECTION 2. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power, present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one

Bylaws of Clodine Properties Inc.                                         Page 2



upon which, by express provision of the statutes or of the Articles of
Incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question.

          SECTION 3. Each outstanding share of stock having voting power shall
be entitled to one (1) vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. No proxy
shall be valid after three (3) years from the date of its execution unless
otherwise provided in such proxy. Each proxy shall be revocable unless expressly
provided therein to be irrevocable or unless otherwise made irrevocable by law.

          Subject to the provision set forth in Section 2 of Article II of these
Bylaws, in all elections for directors, every shareholder entitled to vote shall
have the right to vote, in person or by proxy, the number of shares of stock
owned by him or her, for as many persons as there are directors to be elected
and for whose election he or she has a right to vote, but there shall be no
right to cumulative voting.

          SECTION 4. Any action required to be taken at a meeting of
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.

                                   ARTICLE IV

                                    DIRECTORS

          SECTION 1. The property and business of the corporation shall be
managed by a Board of not less than three (3) nor more than seven (7) directors.
The first Board shall consist of three (3) directors. Thereafter, within the
limits herein specified, the number of directors shall be fixed and may be
changed, from time to time, by resolution of the Board of Directors or by the
shareholders at the annual meeting. The Directors, other than the first Board of
Directors, shall be elected at the annual meeting of shareholders, except as
provided in Section 2 of this Article IV of these Bylaws, and each director
elected shall hold office until his or her successor shall be elected and shall
qualify. Directors need not be shareholders. The first Board of Directors shall
hold office until the first annual meeting of shareholders, unless sooner
removed by an affirmative vote of the majority of the issued and outstanding
shares of stock entitled to vote on the elections of directors as hereinafter
provided.

Bylaws of Clodine Properties Inc.                                         Page 3



          SECTION 2. Any vacancy occurring in the Board of Directors may be
filled by affirmative vote of a majority of the authorized directors immediately
prior to the occurrence of such vacancy. A director elected to fill a vacancy
shall be elected for the unexpired portion of the term of his predecessor in
office.

          Any directorships to be filled by reason of an increase in the number
of directors may be filled by the affirmative vote of a majority of the
authorized number of directors immediately prior to any such increase. A
director elected to fill a newly created directorship shall serve until the next
succeeding annual meeting of shareholders and until his successor shall have
been duly elected and qualified, unless sooner displaced.

          Any director may be removed at any time, for cause or without cause,
by an affirmative vote of the holders of a majority of the issued and
outstanding shares of stock entitled to vote on the elections of directors.

          SECTION 3. The business affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the shareholders.

          SECTION 4. The directors may keep the books of the corporation, except
such as are required by law to be kept within or without the State of Texas, at
such place or places as they from time to time determine.

          SECTION 5. The Board of Directors shall have power to authorize the
payment of compensation to the directors for services to the corporation,
including fees for attendance at meetings of the Board of Directors, of the
Executive Committee and of other committees and to determine the amount of such
compensation and fees.

                                    ARTICLE V

                       MEETINGS OF THE BOARD OF DIRECTORS

          SECTION 1. The first meeting of each newly elected Board of Directors
shall be held at the same place as the annual meeting of the shareholders
immediately after such meeting or at such other time and place specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver signed by all of the
Directors.

Bylaws of Clodine Properties Inc.                                         Page 4



          SECTION 2. Meetings of the Board of Director shall be held at the
times fixed by resolutions of the Board and at other times upon call of the
Chairman of the Board or any two (2) directors and such meetings, whether
regular or special, may be held either within or without the State of Texas. The
Secretary or officer performing said duties shall give reasonable notice (which
shall be at least, but need not in any event exceed ten (10) days) of all
meetings of directors, provided that a meeting may be held without notice
immediately after the annual meting of shareholders, and notice need not be
given of regular meetings held at times fixed by resolutions of the Board.
Meetings may be held at any time without notice if all directors are present or
if those not present sign written waivers of notice either before or after the
meeting. Notice by mail or telegraph to the usual business or residence address
of the directors not less than the time above specified before the meeting shall
be sufficient. A majority of the then authorized directors shall constitute a
quorum for the transaction of business and the act of a majority of the then
authorized directors shall be the act of the Board of Directors.

          SECTION 3. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

          SECTION 4. Any action required or permitted to be taken at any meeting
of the Board of Directors, or any committee thereof, may be taken without a
meeting if all members of the Board, or such committee, consent thereto in
writing and the writing or writings are filed with the minutes of the
proceedings of the Board or committee.

                                   ARTICLE VI

                               EXECUTIVE COMMITTEE

          SECTION 1. The Board of Directors may, by resolution adopted by a
majority of the whole then authorized Board, appoint an Executive Committee to
consist of the Chairman of the Board and such number of the directors as the
majority of the whole of said Board may from time to time determine, which
committee, to the extent provided in such resolution, shall have and exercise
all of the authority of the Board of Directors in the management of the
corporation, except as otherwise required by law. Vacancies in the membership of
the Committee shall be filled by a majority of the whole said Board at a regular
or special meeting of the Board of Directors. The Executive Committee shall keep
regular minutes of its proceedings and report the same to the Board when
required.

Bylaws of Clodine Properties Inc.                                         Page 5



                                   ARTICLE VII

                                     NOTICES

          SECTION 1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these Bylaws, notice is required to be given to
any director or shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
shareholder, at his address as it appears on the records of the corporation,
with postage prepaid, and such notice shall be deemed to be given at the time
when the same shall be deposited in the United States Postal Service. Notice to
any director or shareholder may also be given by telegram or delivered in
person.

          SECTION 2. Whenever any notice for whatever reason is required to be
given under the provisions of the statutes or under the provisions of the
Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by
the person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

                                  ARTICLE VIII

                                    OFFICERS

          SECTION 1. The Board of Directors, as soon as may be after the
election of directors in each year, shall elect a President, one or more Vice
Presidents, a Secretary and a Treasurer, and may from time to time elect a
Chairman of the Board and such other officers as they may deem proper. None of
such officers (except for the Chairman of the Board) need be a member of the
Board of Directors. The Board of Directors may appoint from the members of the
Executive Committee, a Chairman of the Executive Committee, if they shall have
established as Executive Committee pursuant to Article VI of these Bylaws.

          SECTION 2. The officers of the corporation shall hold office until
their successors are elected and qualify. Any officer elected or appointed by
the Board of Directors may be removed at any time with or without cause by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the corporation shall be filled by the Board of Directors.

          SECTION 3. The Board of Directors may authorize the execution of
contracts of employment between the corporation and one (1) or more of the
officers of the corporation. Removal of any such officer from his or her office
without cause by the directors shall not of itself affect any right to
compensation which such removed officer may have under such contract.

Bylaws of Clodine Properties Inc.                                         Page 6



                            The Chairman of the Board

          SECTION 4. The Chairman of the Board shall preside at all meetings of
the shareholders and directors, including meeting of the Executive Committee, at
which such officer is present.

                     The Chairman of the Executive Committee

          SECTION 5. The Chairman of the Executive Committee, if such office
shall have been filled by the Board of Directors, shall, in the absence of the
Chairman of the Board, preside at all meetings of the shareholders and
directors.

                                  The President

          SECTION 6. Except as otherwise provided by the Board of Directors, the
President shall be the chief executive officer of the corporation and shall
have, within the limitations and subject to the procedures established from time
to time by resolution of the Board of Directors, general and active management
of the business of the corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect.

                               The Vice Presidents

          SECTION 7. The Vice President, if there shall be one, or if there
shall be more than one, the Vice Presidents, in the order determined by the
Board of Directors, shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                     The Secretary and Assistant Secretaries

          SECTION 8. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
such meetings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He or she shall give, or cause
to be given, notice of all meetings of the shareholders and special meetings of
the Board of Directors, and shall perform such other duties as may be prescribed
by the Board of Directors or President, under whose supervision he or she shall
be. He or she shall have custody of the corporate seal of the corporation and
he, she, or an Assistant Secretary, shall have the authority to affix the same
to any instrument requiring it and when so affixed it may be attested by his or
her signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.

Bylaws of Clodine Properties Inc.                                         Page 7



          SECTION 9. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries, in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     The Treasurer and Assistant Treasurers

          SECTION 10. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.

          SECTION 11. The Treasurer shall disburse the funds of the corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.

          SECTION 12. If required by the Board of Directors, the Treasurer shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his or her office and for the restoration to the corporation, in
case of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, moneys and other property of whatever kind in his or
her possession or under his control belonging to the corporation.

          SECTION 13. The Assistant Treasurer, or, if there shall be more than
one, the Assistant Treasurers, in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                                   ARTICLE IX

                             CERTIFICATES FOR SHARES

          SECTION 1. The shares of the corporation shall be represented by
certificates signed by the President or a Vice President and the Secretary or an
Assistant Secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.

Bylaws of Clodine Properties Inc.                                         Page 8



          When the corporation is authorized to issue shares of more than one
class, every certificate shall set forth upon the face or back of such
certificate a statement of the designations, preferences, limitations and
relative rights of the shares of each class authorized to be issued, as required
by the laws of the State of Texas.

          SECTION 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon any such certificate shall have ceased
to be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he or she were such officer at the date
of its issue.

                                Lost Certificates

          SECTION 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               Transfer of Shares

          SECTION 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
corporation.

                            Closing of Transfer Books

          SECTION 5. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other purpose, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period but
not to exceed, in any case, fifty (50) days. If the stock transfer books shall
be closed for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed for a least ten
(10) days immediately

Bylaws of Clodine Properties Inc.                                         Page 9



preceding such meeting. In lieu of closing the stock transfer books, the Board
of Directors may fix, in advance, a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
(50) days and, in case of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action, requiring such determination
of shareholders, is to be taken. If the stock transfer books are not closed and
no record date is fixed for the determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

                             Registered Shareholders

          SECTION 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or inters in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of Texas.

                                    ARTICLE X

                               GENERAL PROVISIONS

                                    Dividends

          SECTION 1. Subject to the provisions of the Articles of Incorporation
relating thereto, if any, dividends may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
Articles of Incorporation.

          SECTION 2. Before payment of any dividend, there may be set aside, out
of any funds of the corporation available for dividends, such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for repairing or maintaining any property
of the corporation, or for such other purpose as the directors shall think
conducive to the interest of the corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.

Bylaws of Clodine Properties Inc.                                        Page 10



                                     Checks

          SECTION 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   Fiscal Year

          SECTION 4. The fiscal year of the corporation shall begin on the first
day of June in each year, unless otherwise provided by the Board of Directors.

                                      Seal

          SECTION 5. The corporate seal of the corporation shall be in such form
as the Board of Directors shall prescribe. Said seal may be used by causing it
or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

                        Reliance on Books and Statements

          SECTION 6. A director shall be fully protected in relying in good
faith upon the books of account of the corporation or statements prepared by any
of its officials as to the value and amount of the assets, liabilities and/or
net profits of the corporation, or any other facts pertinent to the existence
and amount of surplus or other funds from which dividends might properly be
declared and paid.

                        Contracts - Interest of Director

          SECTION 7. No contract or other transaction between the corporation
and any other corporation and no other act of the corporation shall, in the
absence of fraud, be invalidated or in any way affected by the fat that any of
the director of the corporation are pecuniarily or otherwise interested in such
contract, transaction or other act, or are directors or officers of such other
corporation. Any director of the corporation, individually, or any firm or
association of which any such director may be a member, may be a party to, or
may be pecuniarily or otherwise interested in, any contract or transaction of
the corporation, provided that the fact that he or she individually or such firm
or association is so interested shall be disclosed or shall have been known to
the Board of Directors; and any director of the corporation who is so interested
may be counted in determining the existence of a quorum at any meeting of the
Board of Directors which shall authorize any such contact or transaction, and
may vote thereat to authorize any such contract or transaction with like force
and effect as if he or she were not such director or officer of such other
corporation or not so interested, every director of the corporation being hereby
relieved from any disability which might otherwise prevent him or her from
carrying

Bylaws of Clodine Properties Inc.                                        Page 11



out transactions with or contracting with the corporation for the benefit of
himself or herself or any firm, corporation, association, trust or organization
in which or with which he or she may be in anywise interested or connected.

          Any contract, transaction or act of the corporation or by the Board of
Directors which shall be ratified by a majority of the shareholders entitled to
vote at any annual meeting or at any special meeting called for that purpose
shall be as valid and binding as though ratified by every shareholder of the
corporation; provided, however, that any failure of the shareholders to approve
or ratify such contract, transaction or act when and if submitted, shall not be
deemed in any way to invalidate the same or to deprive the corporation, its
directors or officers of their right to proceed with such contract, transaction
or action.

                    Indemnification - Directors and Officers

          SECTION 8. The corporation may indemnify every person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the corporation, by
reason of the fact that said person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent or another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amount paid in settlement incurred by said person in
connection with such action, suit or proceeding, to the full extent permitted by
the laws of the State of Texas in effect from time to time. The corporation
shall have the right and power to purchase and maintain insurance in such
principal amounts as shall be approved by resolution of the Board of Directors
of the corporation from time to time on behalf of each said person against any
liability asserted against and incurred by said person in any such aforesaid
capacity, or arising out of said person's status as such, to the full extent
permitted by the laws of the State of Texas in effect from time to time.

                                   ARTICLE XI

                                   AMENDMENTS

          These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted at any regular or special meeting of shareholders, or of the directors,
at which a quorum is present or represented, by the affirmative vote of a
majority of the outstanding stock entitled to vote, or of a majority of the
directors of the corporation, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting.

Bylaws of Clodine Properties Inc.                                        Page 12

EX-3.48

                                                                    Exhibit 3.48

                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 04/23/1996
                                                          960117292 - 2610921

                          CERTIFICATE OF INCORPORATION

                                       OF

                         TEXAS INDUSTRIES HOLDINGS, INC.

                                ARTICLE 1 - NAME

     The name of the corporation is Texas Industries Holdings, Inc.

                          ARTICLE 2 - REGISTERED AGENT

     The address of the corporation's registered office in Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of the corporation's registered agent at such address is
The Corporation Trust Company.

                               ARTICLE 3 - PURPOSE

     The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.

                            ARTICLE 4 - CAPITAL STOCK

     The aggregate number of shares of stock that the corporation shall have
authority to issue is 10,000. All of such shares shall be of the par value of
$0.10 per share, shall be of the same class and shall be designated as "Common
Stock."

                            ARTICLE 5 - INCORPORATOR

     The name and mailing address of the sole incorporator is as follows:

   Name           Mailing Address
   ----           ---------------
Dan Busbee   Locke Purnell Rain Harrell
             (A Professional Corporation)
             2200 Ross Avenue, Suite 2200
             Dallas, Texas 75201-6776

                          ARTICLE 6 - INITIAL DIRECTORS

     The number of directors constituting the initial Board of Directors is
three. Thereafter, the number of directors constituting the Board of Directors
shall be fixed by or in accordance with the bylaws of the corporation. The
following



persons shall serve as the directors of the corporation until the first annual
meeting of stockholders of the corporation or until their successors are duly
elected and qualified:

     Name                 Address
     ----                 -------
Richard M. Fowler   1341 Mockingbird Lane, 7th Floor
                    Dallas, TX 75247

James C. McCraw     1341 Mockingbird Lane, 7th Floor
                    Dallas, TX 75247

Robert C. Moore     1341 Mockingbird Lane, 7th Floor
                    Dallas, TX 75247

                        ARTICLE 7 - NO CUMULATIVE VOTING

     Cumulative voting in the election of directors or otherwise is hereby
expressly prohibited.

                      ARTICLE 8 - PREEMPTIVE RIGHTS DENIED

     No stockholder shall have, as a stockholder of the corporation, any
preemptive right to acquire, purchase or subscribe for the purchase of any or
all additional issues of stock of the corporation or any or all classes or
series thereof, or for any securities convertible into such stock, whether now
or hereafter authorized.

                               ARTICLE 9 - BYLAWS

     The initial bylaws of the corporation shall be adopted by the Board of
Directors. The power to alter, amend or repeal the bylaws or adopt new bylaws,
subject to the right of the stockholders to adopt, amend or repeal the bylaws,
is vested in the Board of Directors.

                          ARTICLE 10 - INDEMNIFICATION

     To the fullest extent permitted by the General Corporation Law of Delaware,
as the same may be amended from time to time, the corporation shall indemnify
any and all of its directors and officers, former directors and officers, and
any person who may have served at the corporation's request as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise.

CERTIFICATE OF INCORPORATION - Page 2



                         ARTICLE 11 - DIRECTOR LIABILITY

     To the fullest extent permitted by the General Corporation Law of Delaware,
as the same may be amended from time to time, a director or former director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director. No
repeal, amendment or modification of this Article, whether direct or indirect,
shall eliminate or reduce its effect with respect to any act or omission of a
director or former director of the corporation prior to such repeal, amendment
or modification.

                             ARTICLE 12 - AMENDMENTS

     The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

     IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of April,
1996.


                                        /s/ Dan Busbee
                                        ----------------------------------------
                                        Dan Busbee, Incorporator

CERTIFICATE OF INCORPORATION - Page 3

EX-3.49

                                                                    Exhibit 3.49

                                     BYLAWS
                                       OF
                         TEXAS INDUSTRIES HOLDINGS, INC.

                               ARTICLE 1 - OFFICES

     Section 1. Registered Office. The registered office shall be located in
the City of Wilmington, County of New Castle, State of Delaware.

     Section 2. Other Offices. The corporation also may have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or as the business of the corporation
may require.

                    ARTICLE 2 - MEETINGS OF THE STOCKHOLDERS

     Section 1. Place of Meetings. All meetings of the stockholders for the
election of directors or for any other proper purpose shall be held in such
place within or without the State of Delaware as the Board of Directors may from
time to time designate, as stated in the notice of such meeting or a duly
executed waiver of notice thereof.

     Section 2. Annual Meeting. An annual meeting of the stockholders shall be
held at such time and date as the Board of Directors may determine. At such
meeting the stockholders entitled to vote thereat shall elect a Board of
Directors, and may transact such other business as properly may be brought
before the meeting.

     Section 3. Special Meeting. Special meetings of the stockholders may be
called by the Chairman of the Board of Directors, the President, the Board of
Directors or the holders of not less than ten percent (10%) of all shares
entitled to vote at the meeting.

     Section 4. Notice of Annual or Special Meeting. Written or printed notice
stating the location, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than sixty (60) days before the date
of the meeting, either personally or by mail, by or at the direction of the
Chairman of the Board, the President, the Secretary, or the officer or person
calling the meeting, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the stockholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid.



     Section 5. Business at Special Meeting. The business transacted at any
special meeting of the stockholders shall be limited to the purposes stated in
the notice thereof.

     Section 6. Quorum of Stockholders. Unless otherwise provided in the
Certificate of Incorporation or applicable law, the holders of a majority of the
shares entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of the stockholders. If, however, a quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
present in person or represented by proxy shall have power to adjourn the
meeting from time to time, without notice other than announcement of location,
day, and hour of the adjourned meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified, unless the adjournment is for more than
thirty (30) days or a new record date is fixed for the adjourned meeting, in
which case notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at such meeting. The stockholders present at a duly
organized meeting may continue to transact business until adjournment, and the
subsequent withdrawal of any stockholder or the refusal of any stockholder to
vote shall not affect the presence of quorum at the meeting.

     Section 7. Act of Stockholders' Meeting. Except with respect to the
election of directors, the vote of the holders of a majority of the shares
entitled to vote and represented in person or by proxy at a meeting at which a
quorum is present shall be the act of the stockholders' meeting, unless the vote
of a greater number is required by law or the Certificate of Incorporation.
Unless otherwise provided in the Certificate of Incorporation, directors shall
be elected by a plurality of the votes cast by the holders of shares entitled to
vote in the election of directors at a meeting of stockholders at which a quorum
is present and all elections of directors shall be by written ballot. Where a
separate vote by a class or classes is required, a majority of the outstanding
shares of such class or classes, present in person or represented by proxy,
shall constitute a quorum entitled to take action with respect to that vote on
that matter and the affirmative vote of the majority of shares of such class or
classes present in person or represented by proxy at the meeting shall be the
act of such class.

     Section 8. Voting of Shares. Each outstanding share shall be entitled to
one vote on each matter submitted to a vote at a meeting of the stockholders,
except to the extent that the voting rights of the shares of any class are
limited or denied by the Certificate of Incorporation or by a resolution of the
Board of Directors designating a series of preferred stock. At each election for
directors, every stockholder entitled to vote at such election shall have the
right to vote, in person or by proxy, the

                                        2



number of shares owned by him for as many persons as there are directors to be
elected and for whose election he has the right to vote. Unless permitted by the
Certificate of Incorporation, no stockholder shall be entitled to cumulate his
votes by giving one candidate as many votes as the number of such directors to
be elected multiplied by the number of shares owned by such stockholder or by
distributing such votes on the same principle among any number of such
candidates.

     Section 9. Proxies. At any meeting of the stockholders, each stockholder
having the right to vote shall be entitled to vote either in person or by proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after three (3) years from its date of
execution unless otherwise provided in the proxy. Each proxy shall be revocable
unless expressly provided therein to be irrevocable and the proxy is coupled
with an interest or otherwise made irrevocable by law.

     Section 10. Voting List. The officer or agent having charge of the stock
ledger of the corporation shall make, at least ten (10) days before each meeting
of the stockholders, a complete list of the stockholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and number of shares held by each, which list shall be
maintained, for a period of ten (10) days prior to such meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held, and shall be subject to inspection by any
stockholder at any time during the usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any stockholder during the whole time of the meeting. The
original stock ledger shall be the only evidence as to who are the stockholders
entitled to examine such list or transfer books of the corporation or to vote at
any such meeting of stockholders.

     Section 11. Action by Written Consent Without a Meeting. Any action
required or permitted by law, the Certificate of Incorporation, or these bylaws
to be taken at a meeting of the stockholders may be taken without a meeting,
without prior notice, and without a vote, if a consent in writing, setting forth
the action so taken, is signed by the holders of stock having not less than the
minimum number of votes that would be necessary to take such action at a meeting
at which the holders of all shares entitled to vote on the action were present
and voting. Consent does not have to be unanimous. Every written consent must
bear the date of signature of each stockholder who signs the consent. No written
consent shall be effective to take the action that is the subject of the consent
unless, within sixty (60) days after the date of the earliest dated consent
delivered to the corporation in the manner required by this Section 11, a
consent or consents

                                        3



signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take the action that is the subject
of the consent are delivered to the corporation by delivery to its registered
office, its principal place of business, or an officer to agent of the
corporation having custody of the books in which proceedings of meetings of
stockholders are recorded. Delivery shall be by hand or certified or registered
mail, return receipt requested. Delivery to the corporation's principal place of
business shall be addressed to the President or Chief Executive Officer of the
Corporation. Prompt notice of the taking of any action by stockholders without a
meeting by less than unanimous written consent shall be given to those
stockholders who did not consent in writing to the action.

                         ARTICLE 3 - BOARD OF DIRECTORS

     Section 1. Powers. The business and affairs of the corporation shall be
managed by or under the direction of its Board of Directors, which may exercise
all such powers of the corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these bylaws
directed or required to be exercised and done by the stockholders.

     Section 2. Number of Directors. The number of directors shall consist of
one (1) or more members as determined from time to time in accordance with these
bylaws by resolution of the Board of Directors, but no decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director.

     Section 3. Election and Term. The directors, other than the initial
directors, shall be elected at the annual meeting of the stockholders except as
provided in Section 4 of this Article 3, and each director of the corporation
shall hold office until his successor is elected and qualified or until his
death, resignation or removal. Unless required by the Certificate of
Incorporation, directors need not be residents of the State of Delaware or
stockholders of the corporation.

     Section 4. Vacancies. Any vacancy occurring in the Board of Directors shall
be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors, or if no directors remain,
by an election at an annual or special meeting of the stockholders called for
that purpose. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. Any directorship to be filled by
reason of an increase in the number of directors may be filled by the
affirmative vote of a majority of the directors. A director elected to fill a
newly created directorship shall hold office until his successor is elected and
qualified or until his death, resignation or removal.

                                        4



     Notwithstanding the preceding provisions of this Section 4, whenever the
holders of any class or series of shares are entitled to elect one or more
directors by the provisions of the Certificate of Incorporation, any vacancies
in such directorships and any newly created directorships of such class or
series to be filled by reason of an increase in the number of such directors may
be filled by the affirmative vote of a majority of the directors elected by such
class or series then in office or by a sole remaining director so elected.

     Unless otherwise provided in the Certificate of Incorporation or these
bylaws, when one (1) or more directors shall resign from the Board of Directors
effective at a future date, a majority of the directors then in office,
including those who so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective, and each director so chosen shall hold office as
provided in this Section 4 in the filling of other vacancies.

     Section 5. Resignation and Removal. Any director may resign at any time
upon giving written notice to the corporation. At any meeting of stockholders
called expressly for the purpose of removing a director or directors, any
director or the entire Board of Directors may be removed, with or without cause,
by a vote of the holders of a majority of the shares then entitled to vote at an
election of directors.

     Section 6. Compensation of Directors. As specifically prescribed from time
to time by resolution of the Board of Directors, the directors of the
corporation may be paid their expenses of attendance at each meeting of the
Board and may be paid a fixed sum for attendance at each meeting of the Board or
a stated salary in their capacity as directors. This provision shall not
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.

     Section 7. Chairman of the Board. The Board of Directors, at its first
meeting after each annual meeting of stockholders, shall elect one of its
members Chairman of the Board. The Chairman of the Board shall preside at all
meetings of the Board of Directors and shall have such other powers and duties
as usually pertain to such position or as may be delegated by the Board of
Directors.

                        ARTICLE 4 - MEETINGS OF THE BOARD

     Section 1. First Meeting. The first meeting of each newly elected Board of
Directors shall be held immediately following the annual meeting of the
stockholders and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present.

                                        5



     Section 2. Regular Meetings. Regular meetings of the Board of Directors may
be held with or without notice at such time and at such place either within or
without the State of Delaware as from time to time shall be prescribed by the
Board of Directors.

     Section 3. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board, the President or by a majority of the
Board of Directors. Written notice of special meetings of the Board of Directors
shall be given to each director at least twenty-four (24) hours before the time
of the meeting.

     Section 4. Business at Regular or Special Meeting. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting.

     Section 5. Quorum of Directors. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, unless a greater number is
required by law or the Certificate of Incorporation. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

     Section 6. Act of Directors' Meeting. The act of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless the act of a greater number is required by law or
the Certificate of Incorporation.

     Section 7. Action by Unanimous Written Consent Without a Meeting. Any
action required or permitted to be taken at a meeting of the Board of Directors
or any executive committee under the provisions of any applicable law, the
Certificate of Incorporation or these bylaws may be taken without a meeting if a
consent in writing setting forth the action so taken is signed by all members of
the Board of Directors or of the executive committee, as the case may be. Such
consent shall have the same force and effect as a unanimous vote of the Board of
Directors or of the executive committee, as the case may be.

     Section 8. Interested Directors. No contract or transaction between the
corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee

                                        6



thereof that authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if:

          (a) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the Board of
     Directors or the committee, and the Board of Directors or committee in good
     faith authorizes the contract or transaction by the affirmative vote of a
     majority of the disinterested directors, even though the disinterested
     directors be less than a quorum; or

          (b) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the stockholders
     entitled to vote thereon, and the contract or transaction is specifically
     approved in good faith by vote of the stockholders; or

          (c) The contract or transaction is fair as to the corporation as of
     the time it is authorized, approved, or ratified by the Board of Directors,
     a committee thereof, or the stockholders.

Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee that authorizes
the contract or transaction.

                             ARTICLE 5 - COMMITTEES

     The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members an executive committee
and one or more other committees, each of which, to the extent provided in such
resolution or in the Certificate of Incorporation or in these bylaws, shall have
and may exercise all the authority of the Board of Directors, subject to the
limitations imposed by applicable law. The Board of Directors, by resolution
adopted by a majority of the full Board of Directors, may designate one or more
of its members as alternate members of any committee, who may, subject to any
limitations imposed by the Board of Directors, replace absent or disqualified
members at any meeting of that committee. Vacancies in the membership of any
such committee shall be filled by resolution adopted by the majority of the full
Board of Directors at a regular or special meeting of the Board. The designation
of any such committee and the delegation thereto of authority shall not operate
to relieve the Board of Directors, or any member thereof, of any responsibility
imposed upon it or him by law. All committees shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required. To the
extent applicable, the provisions of Article 4 of these bylaws governing the
meetings of the Board of Directors shall likewise govern the meetings of any
committee thereof. Any member of the executive committee may be removed by the
Board of Directors by the affirmative vote of a majority of the

                                        7



full Board, whenever in its judgment the best interests of the corporation will
be served thereby.

                               ARTICLE 6 - NOTICES

     Section 1. Methods of Giving Notice. Whenever any notice is required to be
given to any stockholder or director under the provisions of any law, the
Certificate of Incorporation or these bylaws, it shall be given in writing and
delivered personally or mailed to such stockholder or director at such address
as appears on the books of the corporation, and such notice shall be deemed to
be given at the time the same shall be deposited in the United States mail with
sufficient postage thereon prepaid. Notice to directors may also be given by
telegram, telex, telecopy or similar means of visual data transmission, and
notice given by any of such means shall be deemed to be delivered when
transmitted for delivery to the recipient.

     Section 2. Waiver of Notice. Whenever any notice is required to be given to
any stockholder or director under the provisions of any law, the Certificate of
Incorporation or these bylaws, a waiver thereof in writing signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

     Section 3. Attendance as Waiver. Attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

                      ARTICLE 7 - DIRECTORS' ACTION WITHOUT
                    A MEETING BY USE OF CONFERENCE TELEPHONE

     Subject to the provisions required or permitted for notice of meetings,
unless otherwise restricted by the Certificate of Incorporation or these bylaws,
members of the Board of Directors or members of any committee designated by such
Board may participate in and hold a meeting of such Board or committee by
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
such a meeting shall constitute presence in person at such meeting, except where
a person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                              ARTICLE 8 - OFFICERS

     Section 1. Executive Officers. The officers of the corporation shall
consist of a President and a Secretary, and may also include one or more vice
Presidents, a Treasurer, and such

                                        8



other officers as are provided for in this Article 8, each of whom shall be
elected by the Board of Directors as provided in Section 2 of this Article 8.
Any two or more offices may be held by the same person.

     Section 2. Election and Qualification. The Board of Directors, at its
first meeting held immediately after each annual meeting of stockholders, shall
choose a President and a Secretary. The Board of Directors also may elect one or
more Vice Presidents, a Treasurer, and such other officers, including assistant
officers and agents as may be deemed necessary, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

     Section 3. Salaries. The compensation of all officers and agents of the
corporation shall be determined by the Board of Directors.

     Section 4. Term, Removal and Vacancies. Each officer of the corporation
shall hold office until his successor is chosen and qualified or until his
death, resignation, or removal. Any officer may resign at any time upon giving
written notice to the corporation. Any officer or agent or member of the
executive committee elected or appointed by the Board of Directors may be
removed by the Board of Directors with or without cause, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights. Any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise shall be filled by the Board of
Directors.

     Section 5. Chief Executive Officer. Unless the Board of Directors
designates otherwise, the President shall be the Chief Executive Officer of the
corporation. The Chief Executive Officer shall preside at all meetings of the
stockholders. The Chief Executive Officer shall have such other powers and
duties as usually pertain to such office or as may be delegated by the Board of
Directors.

     Section 6. President. The President shall be ex-officio a member of all
standing committees and shall have general powers of oversight, supervision and
management of the business and affairs of the corporation, and shall see that
all orders and resolutions of the Board of Directors are carried into effect.
The President shall have such other powers and duties as usually pertain to such
office or as may be prescribed by the Board of Directors. He shall execute
bonds, mortgages, instruments, contracts, agreements, and other documentation,
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the corporation.

                                        9



     Section 7. Vice Presidents. Unless otherwise determined by the Board of
Directors, the Vice Presidents, in the order of their seniority as such
seniority may from time to time be designated by the Board of Directors, shall
perform the duties and exercise the powers of the President in the absence or
disability of the President. They shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

     Section 8. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders, and shall record all the
proceedings of the meetings of the stockholders and of the Board of Directors in
books to be kept for that purpose, and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors. He shall keep in safe custody the seal of the corporation, and,
when authorized by the Board of Directors, affix the same to any instrument
requiring it. When so affixed, such seal shall be attested by his signature or
by the signature of the Treasurer or an Assistant Secretary.

     Section 9. Assistant Secretaries. Unless otherwise determined by the Board
of Directors, the Assistant Secretaries, in the order of their seniority as such
seniority may from time to time be designated by the Board of Directors, shall
perform the duties and exercise the powers of the Secretary in the absence or
disability of the Secretary. They shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

     Section 10. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities, and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation, and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

     Section 11. Assistant Treasurer. Unless otherwise determined by the Board
of Directors, the Assistant Treasurer shall perform the duties and exercise the
powers of the Treasurer in the absence or disability of the Treasurer. He shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

                                       10



     Section 12. Officers' Bond. If required by the Board of Directors, any
officer so required shall give the corporation a bond (which shall be renewed as
the Board may require) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of any and all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control belonging to the corporation.

                       ARTICLE 9 - CERTIFICATES FOR SHARES

     Section 1. Certificates Representing Shares. The corporation shall deliver
certificates representing all shares to which stockholders are entitled. Such
certificates shall be numbered and shall be entered in the books of the
corporation as they are issued, and shall be signed by the Chairman of the Board
of Directors, the President or a Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, and may be sealed with the seal of the corporation or a facsimile
thereof. Any or all signatures on the certificate may be a facsimile. In case
any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of its issuance. If the corporation is authorized to
issue shares of more than one class, there shall be set forth upon the face or
back of the certificate a statement that the corporation will furnish to any
stockholder upon request and without charge, a full statement of all of the
powers, designations, preferences, limitations and relative rights of the shares
of each class authorized to be issued and the qualifications, limitations or
restrictions of such preferences and/or rights and, if the corporation is
authorized to issue any preferred or special class in series, the variations in
the relative rights and preferences between the shares of each such series so
far as the same have been fixed and determined and the authority of the Board of
Directors to fix and determine the relative rights and preferences of subsequent
series. Each certificate representing shares shall state upon the face thereof
that the corporation is organized under the laws of the State of Delaware, the
name of the person to whom issued, the number and the class and the designation
of the series, if any, which such certificate represents and the par value of
each share represented by such certificate or a statement that the shares are
without par value. No certificate shall be issued for any share until the
consideration therefor has been fully paid.

     Section 2. Restriction on Transfer of Shares. If any restriction on the
transfer, or registration of the transfer, of shares shall be imposed or agreed
to by the corporation, as

                                       11



permitted by law, the Certificate of Incorporation, or these bylaws, such
restriction shall be noted conspicuously on each certificate representing shares
in accordance with applicable law.

     Section 3. Voting Agreements. A written counterpart of any voting agreement
entered into among any number of stockholders of the corporation, or any number
of stockholders of the corporation and the corporation itself, for the purpose
of providing that shares of the corporation shall be voted in the manner
prescribed in the agreement shall be deposited with the corporation at its
registered office in Delaware and shall be subject to the inspection by any
stockholder of the corporation or any beneficiary of the agreement daily during
business hours. In addition, certificates of stock or uncertificated stock shall
be issued to the person or persons, or corporation or corporations authorized to
act as trustee for purposes of vesting in such person or persons, corporation
or corporations, the right to vote such shares, to represent any stock of an
original issue so deposited with him or them, and any certificates of stock or
uncertificated stock so transferred to the voting trustee or trustees shall be
surrendered and cancelled and new certificates or uncertificated stock shall be
issued therefore to the voting trustee or trustees. In the certificate so
issued, if any, it shall be stated that it is issued pursuant to such agreement,
and that fact shall also be stated in the stock ledger of the corporation.

     Section 4. Transfer of Shares. Subject to the provisions of Section 7 of
this Article 9, upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.

     Section 5. Lost, Stolen or Destroyed Certificate. The Board of Directors
may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost, stolen or destroyed upon the making of an affidavit of that fact
by the person claiming the certificate to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

                                       12



     Section 6. Closing of Transfer Books and Fixing Record Date. For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution, or in order to make a
determination of stockholders for any other proper purpose (other than
determining stockholders entitled to consent to action taken by stockholders
that is proposed to be taken without a meeting of stockholders), the Board of
Directors may fix in advance a date as the record date for any such
determination of stockholders, such date to not precede the date of adoption of
the resolution fixing the record date, and such date to be not more than sixty
(60) days, and, in case of a meeting of stockholders, not less than ten (10)
days, prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend or other
distribution, or for any other proper purpose, the day next preceding the date
on which notice of the meeting is mailed or if notice is waived, the day next
preceding the day on which the meeting is held or the date on which the
resolution of the Board of Directors declaring such dividend or relating to such
other proper purpose is adopted, as the case may be, shall be the record date
for such determination of stockholders. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as provided in
this Section 6, such determination shall apply to any adjournment thereof;
provided that the Board of Directors may fix a new record date for the adjourned
meeting. Whenever action by stockholders is proposed to be taken by consent in
writing without a meeting of stockholders, the Board of Directors may fix a
record date for the purpose of determining stockholders entitled to consent to
that action, which record date shall not precede, and shall not be more than ten
(10) days after, the date upon which the resolution fixing the record date is
adopted by the Board of Directors. If no record date has been fixed by the Board
of Directors and the prior action of the Board of Directors is not required by
law, the record date for determining stockholders entitled to consent to action
in writing without a meeting shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its registered office, its principal place of
business, or an officer or agent of the corporation having custody of the books
in which proceedings of meeting of stockholders are recorded. If no record date
shall have been fixed by the Board of Directors and prior action of the Board of
Directors is required by law, the record date for determining stockholders
entitled to consent to action in writing without a meeting shall be the date on
which the Board of Directors adopts a resolution taking such prior action.

     Section 7. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on

                                       13



     Section 6. Closing of Transfer Books and Fixing Record Date. For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution, or in order to make a
determination of stockholders for any other proper purpose (other than
determining stockholders entitled to consent to action taken by stockholders
that is proposed to be taken without a meeting of stockholders), the Board of
Directors may fix in advance a date as the record date for any such
determination of stockholders, such date to not precede the date of adoption of
the resolution fixing the record date, and such date to be not more than sixty
(60) days, and, in case of a meeting of stockholders, not less than ten (10)
days, prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend or other
distribution, or for any other proper purpose, the day next preceding the date
on which notice of the meeting is mailed or if notice is waived, the day next
preceding the day on which the meeting is held or the date on which the
resolution of the Board of Directors declaring such dividend or relating to such
other proper purpose is adopted, as the case may be, shall be the record date
for such determination of stockholders. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as provided in
this Section 6, such determination shall apply to any adjournment thereof;
provided that the Board of Directors may fix a new record date for the adjourned
meeting. Whenever action by stockholders is proposed to be taken by consent in
writing without a meeting of stockholders, the Board of Directors may fix a
record date for the purpose of determining stockholders entitled to consent to
that action, which record date shall not precede, and shall not be more than ten
(10) days after, the date upon which the resolution fixing the record date is
adopted by the Board of Directors. If no record date has been fixed by the Board
of Directors and the prior action of the Board of Directors is not required by
law, the record date for determining stockholders entitled to consent to action
in writing without a meeting shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its registered office, its principal place of
business, or an officer or agent of the corporation having custody of the books
in which proceedings of meeting of stockholders are recorded. If no record date
shall have been fixed by the Board of Directors and prior action of the Board of
Directors is required by law, the record date for determining stockholders
entitled to consent to action in writing without a meeting shall be the date on
which the Board of Directors adopts a resolution taking such prior action.

     Section 7. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on

                                       13



                          ARTICLE 11 - INDEMNIFICATION

     To the fullest extent permitted by the General Corporation Law of Delaware,
as the same may be amended from time to time, the corporation shall indemnify
any and all of its directors and officers, former directors and officers, and
any person who may have served at the corporation's request as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise.

                             ARTICLE 12 - AMENDMENTS

     These bylaws may be altered, amended, or repealed or new bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors, subject to the right of the stockholders to adopt, amend or repeal
these bylaws or adopt new bylaws.

                                       15

EX-3.50

                                                                    Exhibit 3.50

                              CERTIFICATE OF TRUST

                                       OF

                             TEXAS INDUSTRIES TRUST

          (Pursuant to Section 3810 of the Delaware Business Trust Act)

To the Secretary of State
State of Delaware:

          It is hereby certified that:

          1. The name of the business trust is Texas Industries Trust (the
"Trust").

          2. The address of the registered office of the trust in the State of
Delaware is Attention: Corporate Trust Department, 900 Market Street, New Castle
County, Wilmington, Delaware 19801, and the name of the registered agent for
service of process on the Trust is Delaware Trust Capital Management, a Delaware
banking corporation.

          3. Delaware Trust Capital Management, a Delaware banking corporation,
whose business address is Attention: Corporate Trust Department, 900 Market
Street, New Castle County, Wilmington, Delaware, 19801, is a statutory trustee
of the Trust.

          4. This Certificate of Trust shall be effective upon filing.

Executed on May 28, 1996.

                                       TRUSTEES:


                                       /s/ James R. McCraw
                                       -----------------------------------------
                                       James R. McCraw, Managing Trustee

                                       Address: 1341 Mockingbird Lane, 7th Floor
                                                Dallas, Texas 75247

    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:00 PM 05/29/1996
   960154790 - 2628236




                                       /s/ Richard M. Fowler
                                       -----------------------------------------
                                       Richard M. Fowler, Managing Trustee

                                       Address: 1341 Mockingbird Lane, 7th Floor
                                                Dallas, Texas 75247


                                       /s/ Robert C. Moore
                                       -----------------------------------------
                                       Robert C. Moore, Managing Trustee

                                       Address: 1341 Mockingbird Lane, 7th Floor
                                                Dallas, Texas 75247


                                       DELAWARE TRUST CAPITAL
                                       MANAGEMENT, not in its individual
                                       capacity but solely as Statutory Trustee


                                       /s/ Illegible
                                       -----------------------------------------
                                       Title: VICE PRESIDENT

                                       Address: Attention: Corporate Trust
                                                Department
                                                900 Market Street
                                                Wilmington, Delaware 19801

                                      -2-

EX-3.51

                                                                    Exhibit 3.51

                                 TRUST AGREEMENT
                                       OF
                             TEXAS INDUSTRIES TRUST

     This TRUST AGREEMENT is made as of this 29th day of May, 1996, by and among
Texas Industries Holdings, Inc., a Delaware corporation, as Settlor, and James
R. McCraw, Richard M. Fowler, Robert C. Moore, and Delaware Trust Capital
Management, a Delaware corporation, as Trustees.

                                    RECITALS

     WHEREAS, the Settlor desires to establish a business trust under and in
accordance with Chapter 38 of Title 12 of the Delaware Code, Part V, (S)(S)3801
et seq. (the "Delaware Business Trust Act"), for the purpose or purposes of
engaging in any lawful act or activity for which business trusts may be
organized under and in accordance with the provisions of Delaware Business Trust
Act; and

     WHEREAS, the beneficial interest in the assets of such trust shall be held
initially by Texas Industries Holdings, Inc., as Beneficiary; and

     WHEREAS, the Managing Trustees are willing to undertake the provision of
such services and such other lawful business purposes on the terms and
conditions set forth herein.

     NOW, THEREFORE, the Settlor hereby expressly declares that there is created
a business trust which exists subject to the Delaware Business Trust Act, and
the Settlor hereby transfers and delivers unto the Managing Trustees of said
business trust certain property, together with the right, title, and interest in
and to the same, to have and hold said property, together with any additions
thereto, accumulations thereon, and changes therein, in trust under and in
accordance with the Delaware Business Trust Act as herein set forth;

     FURTHER, the Managing Trustees hereby declare (i) that all property, real
or personal or mixed, tangible or intangible, or of any other description now
held or hereafter acquired by or transferred to them in their capacity as
Managing Trustees hereunder, together with the income and profits therefrom and
the proceeds thereof, shall be held by them in trust and shall be received,
managed, and disposed of by them for the benefit of the Beneficiary hereunder
subject to the terms and conditions provided herein; and (ii) that all
activities of the Trust shall be conducted in accordance with the provisions
hereof and the Delaware Business Trust Act, to wit:



                                    ARTICLE I
                  NAME OF TRUST, DEFINITIONS, AND CONSTRUCTION

     1.1 Name. The Trust established under this Agreement shall be known as the
TEXAS INDUSTRIES TRUST. So far as may be practicable, legal, and convenient, the
affairs of the Trust shall be conducted and transacted under that name, which
name shall not refer, individually or personally, to the Trustees, to the
Beneficiary, or to any officers, employees, or agents of the Trust.

     1.2 Definitions. Whenever used in this Agreement, unless the context
otherwise requires, the terms defined below shall have the respective meanings:

          (a) Agreement. "Agreement" shall mean this Trust Agreement of Texas
     Industries Trust and all amendments or modifications hereof.

          (b) Beneficial Interest. "Beneficial Interest" shall mean the
     beneficial interest of the Beneficiary in the Trust as described in Section
     6.1.

          (c) Beneficiary. "Beneficiary" initially shall mean Texas Industries
     Holdings, Inc., a Delaware corporation, and any successors or assigns
     thereof acquiring the Beneficial Interest in accordance with the provisions
     hereof. If, at any time, more than one Person shall have a Beneficial
     Interest in the Trust (as a result of a transfer of a portion of the
     Beneficial Interest as permitted by Section 6.4 or otherwise), the term
     "Beneficiary" shall refer to all such Persons holding a Beneficial Interest
     in the Trust.

          (d) By-Laws. "By-Laws" shall mean the By-Laws referred to in Section
     4.4, if adopted.

          (e) Certificate. "Certificate" shall mean the Certificate of Trust
     authorized to be filed pursuant to Section 4.3(z) hereof, as required to be
     filed pursuant to Section 3810 of the Delaware Business Trust Act and
     Section 9.3 hereof.

          (f) Delaware Business Trust Act. "Delaware Business Trust Act" shall
     have the meaning assigned to that term in the Recitals hereof, as the same
     may be amended from time to time.

          (g) Managing Trustees. Managing Trustees shall mean James R. McCraw,
     Richard M. Fowler, and Robert C. Moore in their capacity as Managing
     Trustees under this Agreement or any successor thereto.

          (h) Notice of Transfer. "Notice of Transfer" shall mean the Notice of
     Transfer referred to in Section 6.4 and in substantially the form set forth
     in Exhibit A hereto.

                                      -2-



          (i) Person. "Person" shall include individuals, corporations, limited
     partnerships, general partnerships, limited liability companies, joint
     stock companies or associations, joint ventures, associations, consortia,
     companies, trusts, banks, trust companies, land trusts, common law trusts,
     business trusts, or other entities, and governments and agencies and
     political subdivisions thereof.

          (j) Securities. "Securities" shall mean (i) any stock, shares, voting
     trust certificates, bonds, debentures, notes, or other evidences of
     indebtedness or ownership, (ii) in general any instruments commonly known
     as securities, or (iii) any certificates of interest, shares, or
     participation in temporary or interim certificates for, receipts for,
     guarantees of, or warrants, options or rights to subscribe, in any of the
     foregoing.

          (k) Settlor. "Settlor" shall mean Texas Industries Holdings, Inc., a
     Delaware corporation.

          (l) Statutory Trustee. "Statutory Trustee" shall mean Delaware Trust
     Capital Management, a Delaware corporation, not in its individual capacity,
     but solely in its capacity as Statutory Trustee for the purpose of
     qualifying the Trust as a Delaware business trust, and any successor
     Statutory Trustee hereunder.

          (m) Trust. "Trust" shall mean TEXAS INDUSTRIES TRUST, the business
     trust established hereunder.

          (n) Trustees. "Trustees" shall mean, as of any particular time, those
     Persons who serve and hold office as Managing Trustees or the Statutory
     Trustee hereunder at such time, whether they be the Trustees named herein
     or additional or successor Trustees. "Trustees" shall not include the
     officers, representatives, or agents of the Trust or the Beneficiary;
     provided, however, that nothing herein shall be deemed to preclude the
     Trustees from also serving as officers, representatives, or agents of the
     Trust, the Beneficiary, TXI Texas, Inc., a Delaware corporation, Texas
     Industries Holdings, Inc., a Delaware corporation, Texas Industries, Inc.,
     a Delaware corporation, TXI Operating Trust or TXI Operations, L.P.

          (o) Trust Estate. "Trust Estate" shall mean, as of any particular
     time, any and all property, real or personal or otherwise, tangible or
     intangible, transferred, conveyed, or paid to the Trust or to the Trustees
     as Trustees, and all rents, income, profits and gains therefrom, together
     with the proceeds from the sale or other disposition thereof, which at such
     time are owned or held by the Trust or the Trustees.

     1.3 Construction. In this Agreement and in any amendment hereto, references
to this Agreement and to "herein," "hereof" and "hereunder" shall be deemed to
refer to this Agreement as a whole as the same may be amended. References to the
masculine

                                      -3-



gender shall include the feminine and neuter genders. Words in the singular
number include the plural, and in the plural number include the singular.

                                   ARTICLE II
                           PURPOSE AND NATURE OF TRUST

     2.1 Purpose of Trust. The purpose of the Trust is (i) to engage in any
lawful acts or activities, as the Managing Trustees may determine from time to
time, for which business trusts may be organized under the laws of the State of
Delaware, (ii) in general to carry on any, other acts in connection with or
arising out of the foregoing, (iii) to have and exercise all powers that are
available to business trusts formed under the laws of the State of Delaware, and
(iv) to do any or all of the things herein set forth to the same extent as
natural persons.

     2.2 Nature of Trust. The Trust is a business trust of the type referred to
in Section 3801(a) of the Delaware Business Trust Act, and without limiting the
provisions hereof, the Trust may have and exercise all powers which may be
exercised by such a trust. The Trust is not intended to be, shall not be deemed
to be, and shall not be treated as, a general partnership, limited partnership,
joint venture, corporation, or joint stock company or association for purposes
of Delaware law or the laws of any other state of the United States. Neither the
Trustees nor the Beneficiary shall be deemed to be, or be treated, in any way as
partners or joint venturers or as agents of one another, or liable or
responsible as such hereunder. The relationship of the Beneficiary to the
Trustees shall be solely that of the beneficiary of the Trust, and its rights
shall be limited to those conferred upon it by this Agreement and, to the extent
permissible under the Delaware Business Trust Act and not inconsistent herewith,
the Delaware Business Trust Act.

                                   ARTICLE III
                                    TRUSTEES

     3.1 Number, Term of Office, Qualifications of Managing Trustees. There
shall be no fewer than three (3) nor more than nine (9) Managing Trustees. The
initial Managing Trustees shall be the signatories hereto as Managing Trustees.
The Managing Trustees, from time to time, may fix the number of Trustees within
the range established in this Agreement, and may change the range in the
authorized number of Trustees; provided, however, that the lower end of the
authorized range shall not be fewer than three. Subject to the provisions of
Section 3.3, each Managing Trustee shall hold office for a term of one year or
until the appointment and qualification of his successor. At each annual meeting
of the Beneficiary, the Beneficiary shall appoint successors to the Managing
Trustees, unless the number of Managing Trustees is then being reduced. Managing
Trustees may be reappointed without limit as to the number of times. The
Managing Trustees shall be individuals at least 21 years of age who are not
under legal disability. Unless otherwise required by law or by action of the
Managing Trustees, no

                                      -4-



Managing Trustee shall be required to give bond, surety, or security in any
jurisdiction for the performance of any duties or obligations hereunder. Under
no circumstances may the Beneficiary serve as a Managing Trustee. The Managing
Trustees in their capacity as Managing Trustees shall not be required to devote
their entire time to the business and affairs of the Trust.

     3.2 Compensation and Other Remuneration of Managing Trustees. As
specifically prescribed from time to time by action of the Managing Trustees,
the Managing Trustees may be allowed to receive reasonable compensation for
their services as Managing Trustees. The Managing Trustees may also be allowed
to receive, directly or indirectly, remuneration for services rendered to the
Trust in any other capacity, including, without limitation, remuneration for
rendered services as an officer of or consultant to the Trust, or for legal,
accounting or other professional services rendered to the Trust, or otherwise.
The Managing Trustees shall be reimbursed for their reasonable expenses incurred
in connection with their services as Managing Trustees.

     3.3 Resignation, Removal, and Death of Managing Trustees. A Managing
Trustee may resign at any time by giving written notice to the remaining
Managing Trustees at the principal place of business of the Trust. Such
resignation shall take effect on the date such notice is given or at any later
time specified in the notice without need for prior accounting. A Managing
Trustee may be removed at any time (i) with or without cause by the Beneficiary
and (ii) with cause by all remaining Managing Trustees. For purposes of the
preceding sentence, "cause" shall include, but shall not be limited to, physical
and/or mental inability, due to a condition or illness which is expected to be
of permanent or indefinite duration, to perform the duties of a Managing
Trustee. Upon the resignation or removal of any Managing Trustee, or his
otherwise ceasing to be a Managing Trustee, he (or his legal representative)
shall execute and deliver such documents as the remaining Managing Trustees
shall require for the conveyance of any trust property held in his name, shall
account to the remaining Trustees as they require for all property which he
holds as Managing Trustee, and shall thereupon be discharged as Managing
Trustee. Upon the incapacity, death, bankruptcy or dissolution of any Managing
Trustee, such person shall cease to be a Managing Trustee and the vacancy caused
by such death or incapacity shall be filled in accordance with Section 3.4.

     3.4 Vacancies of Managing Trustees. If any or all of the Managing Trustees
cease to be Managing Trustees hereunder, whether by reason of resignation,
removal, incapacity, death, bankruptcy, dissolution, or otherwise, such event
shall not terminate the Trust or affect its continuity. Until vacancies are
filled, the remaining Managing Trustee or Managing Trustees (even though fewer
than three) may exercise the powers of the Managing Trustee or Managing Trustees
hereunder. Vacancies (including vacancies created by increases in the number of
Managing Trustees) may be filled for the unexpired term by the remaining
Managing Trustee or by a majority of the remaining Managing Trustees. If, at any
time, no Managing Trustees remain in office, successor Managing Trustees shall
be appointed by the Beneficiary as provided in Section 6.7.

                                      -5-



     3.5 Successor and Additional Managing Trustees. The right, title, and
interest of the Managing Trustees in and to the Trust Estate shall vest
automatically in successor and additional Managing Trustees upon their
qualification, and they shall thereupon have all the rights and obligations of
Managing Trustees hereunder. Such right, title, and interest shall vest in the
Managing Trustees whether or not the appropriate transfer documents have been
executed and delivered pursuant to Section 3.3 or otherwise. Appropriate written
evidence of the appointment and qualification of successor and additional
Managing Trustees shall be kept with the records of the Trust. Upon the
resignation, removal, or death of a Managing Trustee, such Managing Trustee (and
in the event of his death, his estate) shall automatically cease to have any
right, title, or interest in or to any of the Trust property, and the right,
title, and interest of such Managing Trustee in and to the Trust Estate shall
vest automatically in the remaining Trustees without any further act.

     3.6 Actions by Managing Trustees and Consents. The Managing Trustees may
act with or without a meeting. A quorum for all meetings of the Managing
Trustees shall be a majority of the Managing Trustees. Unless specifically
provided otherwise in this Agreement, any action of the Managing Trustees may be
taken at a meeting by vote of a majority of the Managing Trustees present at
such meeting if a quorum is present, or without a meeting by written consent of
all the Managing Trustees. Any agreement, deed, mortgage, lease, or other
instrument or writing executed by any one or more of the Managing Trustees or by
any one or more authorized Persons shall be valid and binding upon the Managing
Trustees and upon the Trust when authorized by action of the Managing Trustees
or as provided in the By-Laws, if the same are adopted. Managing Trustees and
members of any committee of the Managing Trustees may conduct meetings by
conference telephone call or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at such meeting.

     3.7 Meetings of Managing Trustees; Notices and Waiver of Notice. An annual
meeting of the Managing Trustees shall be held immediately after the annual
meeting of the Beneficiary. Regular meetings, if any, shall be held at such
other times as shall be fixed by the Trustees. No notice shall be required of an
annual or a regular meeting of Managing Trustees. Special meetings of the
Managing Trustees shall be called by the Chairman or the President upon the
request of any two Managing Trustees and may be called by the Chairman or
President on his own motion, with such notice as the Managing Trustees or person
calling such meeting shall determine. Such notice, which need not state the
purpose of the meeting, shall be by oral, telegraphic, telephonic, or written
communication stating the time and place therefor. Notice of any special meeting
need not be given to any Managing Trustee entitled thereto who submits a written
and signed waiver of notice, either before or after the meeting, or who attends
the meeting without protesting the lack of notice prior to or at the
commencement of the meeting. Regular or special meetings of the Managing
Trustees may be held, within or without the State of Delaware, at such places as
shall be designated by the Managing Trustees. The Managing Trustees may adopt
such rules and regulations for their conduct and the

                                      -6-



management of the affairs of the Trust as they may deem proper and as are not
inconsistent with this Agreement.

     3.8 Committees. The Managing Trustees may appoint from among their number
an executive committee and such other standing committees, including, without
limitation, audit, nominating and compensation committees, or such other special
committees as the Managing Trustees determine. Each standing committee shall
consist of two or more members. Each committee shall have such powers, duties,
and obligations as the Managing Trustees may deem necessary and appropriate.
Without limiting the generality of the foregoing, the executive committee shall
have the power to conduct the business and affairs of the Trust during periods
between meetings of the Managing Trustees. The executive committee and other
committees shall report their activities periodically to the Managing Trustees.

     3.9 Ownership of Trust Assets. Legal title to the Trust Estate subject from
time to time to this Agreement shall be transferred to, vested in, and held by
the Managing Trustees as Trustees of this Trust; provided, however, that the
Managing Trustees shall have the power to cause legal title to any property of
the Trust to be held by and/or in the name of one or more of the Managing
Trustees, or any other Person as nominee, on such terms, in such manner, and
with such powers as the Managing Trustees may determine; provided, further, that
the Managing Trustees shall have the power to cause any property of the Trust to
be held in the custody of any bank and that such bank may hold the property of
the Trust in the name of any nominee, partnership, or nontaxable corporation.

     3.10 Statutory Trustee. The Statutory Trustee is hereby appointed as a
Trustee of the Trust effective as of the date hereof, solely to serve as
resident trustee as required by Section 3807(a) of the Delaware Business Trust
Act and to perform the functions specifically required of a resident trustee
thereunder. The Statutory Trustee shall have no other power or duties with
respect to the Trust. The Statutory Trustee shall receive as compensation for
its services hereunder those fees described on Exhibit A hereto (and
incorporated herein by reference) and the Statutory Trustee shall be entitled to
be reimbursed by Settlor for its other reasonable expenses hereunder, including
the reasonable compensation, expenses and disbursements of such agents,
representatives, experts and counsel as such Statutory Trustee may employ in
connection with the exercise and performance of its rights and duties hereunder.
The Statutory Trustee shall at all times be a corporation or other Person
satisfying the provisions of Section 3807(a) of the Delaware Business Trust Act.

     If at any time the Statutory Trustee shall cease to be eligible in
accordance with the provisions of this Section 3.10 and shall fail to resign
after written request therefore by the Managing Trustees or if at any time the
Statutory Trustee shall be legally unable to act or shall be adjudged bankrupt
or insolvent or a receiver of the Statutory Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Statutory
Trustee or of its property or affairs for the purpose of rehabilitation,

                                      -7-



conservation or liquidation, then the Managing Trustees may remove the Statutory
Trustee. If the Managing Trustees remove the Statutory Trustee under the
authority of the immediately preceding sentence, the Managing Trustees shall
promptly appoint a successor Statutory Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the outgoing
Statutory Trustee so removed (together with payment of all fees owing to the
outgoing Statutory Trustee) and one copy shall be delivered to the successor
Statutory Trustee.

     Any successor Statutory Trustee appointed pursuant to this Section 3.10
shall execute, acknowledge and deliver to the Managing Trustees and to its
predecessor Statutory Trustee an instrument accepting such appointment under
this Agreement, and thereupon the resignation or removal of the predecessor
Statutory Trustee shall become effective and such successor Statutory Trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor under this
agreement, with like effect as if originally named as Statutory Trustee. The
predecessor Statutory Trustee shall upon payment of its fees and expenses
deliver to the successor Statutory Trustee all documents and statements and
monies held by it under this Agreement; and the Managing Trustees and the
predecessor Statutory Trustee shall execute and deliver such instruments and do
such other things as may reasonably be required for fully and certainly vesting
and confirming in the successor Statutory Trustee all such rights, powers,
duties, and obligations.

                                   ARTICLE IV
                            MANAGING TRUSTEES' POWERS

     4.1 Power and Authority of Managing Trustees. Subject only to the
provisions of this Agreement, the Managing Trustees shall have full, absolute,
and exclusive power, control, and authority over the Trust Estate and over the
business and affairs of the Trust to the same extent as if the Managing Trustees
were the sole owners thereof in their own right, free from any power of control
on the part of the Beneficiary. The Managing Trustees shall also have full,
absolute, and exclusive power to do all such acts and things as in their sole
judgment and discretion are necessary or incidental to, or desirable for, the
carrying out of any of the purposes of the Trust or conducting the business of
the Trust. Any determination made in good faith by the Managing Trustees of the
purposes of the Trust or the existence of any power or authority hereunder shall
be conclusive. In construing the provisions of this Agreement, the presumption
shall be in favor of the grant of powers and authority to the Managing Trustees.
The enumeration of any specific power or authority herein shall not be construed
as limiting the general powers or authority or any other specified power or
authority conferred upon the Managing Trustees hereunder.

     4.2 General Powers and Authority. Subject only to the provisions of this
Agreement, and in addition to any powers and authority conferred by this
Agreement or by virtue of any statute or law, and without any action or consent
by the Beneficiary

                                      -8-



(except as expressly required by this Agreement), the Managing Trustees shall
have and may (but are not required to) exercise, at any time and from time to
time, the following powers and authorities as they may deem proper:

          (a) To receive title to, hold, buy, sell, exchange, transfer, and
     convey real and personal property for the use of the Trust.

          (b) To take, receive, invest, or disburse the receipts, earnings,
     rents, profits, or returns of the Trust.

          (c) To carry on and conduct any lawful business designated in this
     Agreement (including without limitation any business associated with the
     purpose of the Trust as set forth in or established by the Managing
     Trustees pursuant to Section 2.1), and generally to do any lawful act in
     relation to the Trust Estate that any individual owning the same absolutely
     might do.

          (d) To cause the Trust to merge with another business trust,
     association, corporation, partnership, or other Person, to divide, or to
     engage in any fundamental or other transaction (including, without
     limitation, dissolution) contemplated by this Agreement.

     4.3 Specific Powers and Authority. Without limiting the generality of the
powers and authority set forth in Section 4.2 (and subject to the qualifications
set forth above), the specific powers of the Managing Trustees shall include the
following:

          (a) For such consideration as the Managing Trustees deem proper, to
     purchase or otherwise acquire for cash or other property and hold for
     investment real or personal property of any kind, tangible or intangible,
     in entirety or in participation, all without regard to whether any such
     property is authorized by law for the investment of trust funds, and to
     possess and exercise all the rights, powers, and privileges appertaining to
     the ownership of the Trust Estate with respect thereto.

          (b) To sell, rent, lease, hire, exchange, release, partition, assign,
     mortgage, pledge, hypothecate, grant security interests in, encumber,
     negotiate, convey, transfer, or otherwise dispose of or grant interests in
     all or any portion of the Trust Estate by deeds, financing statements,
     security agreements and other instruments, trust deeds, assignments, bills
     of sale, transfers, leases, or mortgages, for any of such purposes.

          (c) To enter into leases, contracts, obligations, and other agreements
     for a term which may extend beyond the term of office of the Managing
     Trustees.

          (d) To borrow money and give negotiable or nonnegotiable instruments
     therefor; to guarantee, indemnify, or act as surety with respect to payment
     or

                                      -9-



     performance of obligations of third parties; to enter into other
     obligations on behalf of the Trust; and to assign, convey, transfer,
     mortgage, subordinate, pledge, grant security interests in, encumber, or
     hypothecate the Trust Estate to secure any of the foregoing.

          (e) To lend money, whether secured or unsecured, to any Person.

          (f) To create reserve funds for any purpose.

          (g) To incur and pay out of the Trust Estate any charges or expenses,
     and disburse any funds of the Trust, which charges, expenses, or
     disbursements are, in the opinion of the Managing Trustees, necessary or
     incidental to or desirable for the carrying out of any of the purposes of
     the Trust or conducting the business of the Trust, including, without
     limitation, fees payable to the Statutory Trustee, taxes and other
     governmental levies, charges, and assessments, of whatever kind or nature,
     imposed upon or against the Managing Trustees in connection with the Trust
     or the Trust Estate or upon or against the Trust Estate or any part
     thereof.

          (h) To deposit funds of the Trust in or with banks, trust companies,
     savings and loan associations, money market organizations, and other
     depositories or issuers of depository-type accounts, whether such deposits
     will draw interest or be insured, the same to be subject to withdrawal or
     redemption on such terms and in such manner and by such Person or Persons
     (including any one or more Managing Trustees, officers, agents, or
     representatives of the Trust) as the Managing Trustees may determine.

          (i) To possess and exercise all the rights, powers, and privileges
     appertaining to the ownership of all or any mortgages or Securities issued
     or created by, or interests in, any Person, forming part of the Trust
     Estate, to the same extent that an individual might, which may include the
     exercise of discretionary powers; and, without limiting the generality of
     the foregoing, to vote or give consent, request or notice, or waive any
     notice, either in person or by proxy or power of attorney, with or without
     power of substitution, to one or more Persons, for meetings or action
     generaily or for any particular meeting or action.

          (j) To enter into joint ventures, general or limited partnerships,
     limited liability companies and any other lawful combinations or
     associations.

          (k) To elect or appoint officers of the Trust (which shall include a
     Chairman, who will be a Managing Trustee, and a President, a Treasurer, and
     a Secretary, and which may include one or more Vice Presidents and other
     officers as the Managing Trustees may determine, and none of whom needs be
     a Managing Trustee), who may be removed or discharged at the discretion of
     the Managing Trustees, which officers shall have such powers and duties,
     and shall serve such terms, as may be prescribed by the Managing Trustees
     or in the By-Laws of the

                                      -10-



     Trust, if adopted; to engage or employ any persons as agents,
     representatives, employees, or independent contractors in one or more
     capacities, in connection with the management of the Trust's affairs or
     otherwise, and to pay compensation from the Trust for services to such
     Persons in as many capacities as such Person may be so engaged or employed,
     notwithstanding that any such Person is a Managing Trustee or officer of
     the Trust or an affiliate thereof; and, except as prohibited by law, to
     delegate any of the powers and duties of the Managing Trustees to any one
     or more Managing Trustees, agents, representatives, officers, employees,
     independent contractors, or other Persons.

          (l) To collect, sue for, and receive all sums of money coming due to
     the Trust, and to engage in, intervene in, prosecute, join, defend,
     compound, compromise, abandon, or adjust, by arbitration or otherwise, any
     actions, suits, proceedings, disputes, claims, controversies, demands, or
     other litigation relating to the Trust, the Trust Estate, or the Trust's
     affairs; to enter into agreements relating thereto whether any suit is
     commenced or claim accrued or asserted; and to enter into agreements
     regarding arbitration, adjudication or settlement of any controversy in
     advance thereof.

          (m) To renew, modify, release, compromise, extend, consolidate, or
     cancel, in whole or in part, any obligation to or of the Trust.

          (n) To purchase and pay for out of the Trust Estate insurance
     contracts and policies insuring the Trust Estate against any and all risks
     and insuring the Trust, the Managing Trustees, the Statutory Trustee, the
     Beneficiary, the officers of the Trust, such agents, representatives,
     employees, or independent contractors for the Trust, or any or all of them,
     against any and all claims and liabilities of every nature asserted by any
     person arising by reason of any action alleged to have been taken or
     omitted by the Trust or by the Managing Trustees, the Statutory Trustee,
     the Beneficiary, the officers of the Trust, or such agents,
     representatives, employees, or independent contractors for the Trust.

          (o) To cause legal title to any of the Trust Estate to be held by or
     in the name of the Managing Trustees or, except as prohibited by law, by or
     in the name of the Trust or one or more of the Managing Trustees or any
     other Person as the Managing Trustees may determine, on such terms, in such
     manner, and with such powers as the Trustees may determine, and with or
     without disclosure that the Trust or Managing Trustees are interested
     therein.

          (p) To adopt a fiscal year and accounting method for the Trust; from
     time to time to change such fiscal year and accounting method; and to
     engage a firm of independent public accountants to audit the financial
     records of the Trust.

          (q) To adopt and use a seal (but the use of a seal shall not be
     required for the execution of instruments or obligations of the Trust).

                                      -11-



          (r) To declare and pay distributions as provided in Section 6.5.

          (s) To file any and all documents and take any and all such other
     action as the Managing Trustees in their sole judgment may deem necessary
     in order that the Trust may lawfully conduct its business in any
     jurisdiction.

          (t) To participate in any reorganization, readjustment, consolidation,
     merger, dissolution, sale or purchase of assets, lease, or similar
     proceedings of any corporation, partnership, or other organization; to
     delegate discretionary powers to any reorganization, protective, or similar
     committee in connection therewith; and to pay assessments and other
     expenses in connection therewith.

          (u) To cause to be organized or assist in organizing any Person, which
     may or may not be a subsidiary or affiliate of the Trust, under the laws of
     any jurisdiction to acquire the Trust Estate or any part or parts thereof
     or to carry on any business in which the Trust shall, directly or
     indirectly, have any interest; subject to the provisions of this Agreement,
     to cause the Trust to merge with such Person or any existing Person or to
     sell, rent, lease, hire, convey, negotiate, assign, exchange, or transfer
     the Trust Estate or any part or parts thereof to or with any such Person or
     any existing Person in exchange for the Securities thereof or otherwise;
     and to lend money to, subscribe for the Securities of, and enter into any
     contracts with, any such Person in which the Trust holds or is about to
     acquire Securities or any other interest.

          (v) To decide whether, at any time or from time to time, to cause the
     Trust to maintain its status or to cease to maintain its status as a
     business trust, and to take all action deemed by the Managing Trustees
     appropriate in connection with maintaining or ceasing to maintain such
     status.

          (w) To make any indemnification payment authorized by this Agreement.

          (x) To do all other such acts and things as are incident to the
     foregoing; to exercise all powers which are necessary or useful to carry on
     the business of the Trust; to promote any of the purposes for which the
     Trust is formed; and to carry out the provisions of this Agreement.

          (y) To guarantee the debt of Texas Industries, Inc.

          (z) To cause to be filed the Certificate with the Delaware Secretary
     of State including any amendment or cancellation of such Certificate.

     4.4 By-Laws. The Managing Trustees may, but are not required to, make,
adopt, amend, or repeal By-Laws containing provisions relating to the business
of the Trust, the conduct of its affairs, its rights or powers of the
Beneficiary, of the Managing Trustees, or of the officers of the Trust not
inconsistent with law or with this Agreement;

                                      -12-



provided however, that no provision of such By-Laws may impose any duty,
obligation or responsibility on the Statutory Trustee not otherwise set forth in
this Agreement without the prior written consent of the Statutory Trustee. Such
By-Laws may provide for the appointment by the Chairman and President of
assistant officers or of agents of the Trust in addition to those provided for
in the foregoing Section 4.3(k), subject however to the right of the Managing
Trustees to remove or discharge such officers or agents.

     4.5 Trustees Acting Only In Fiduciary Capacity and Other Matters.

          (a) Each and every power, authority, and discretion given to or vested
     in the Trustees by or pursuant to the provisions of this Agreement or by
     law shall be exercised by the Trustees only in a fiduciary capacity.

          (b) The Managing Trustees shall have no duty to dispose of the limited
     partnership interest in TXI Operations, L.P. even though such investment
     may not yield as high a rate of return as other available investments and
     even though the retention of such limited partnership interest may raise
     questions of prudence. The Managing Trustees shall have no responsibility
     for any loss that may result from acting in accordance with the immediately
     preceding sentence and no action or failure to act by the Trustees pursuant
     to the immediately preceding sentence shall be subject to question by the
     Beneficiary.

          (c) The Trustees and the Trust shall not be subject to Section 3540 of
     the Delaware Code Annotated, Title 12, Chapter 35.

                                    ARTICLE V
                      OFFICERS, EMPLOYEES, AND OTHER AGENTS

     5.1 Employment of Officers, Employees, and Other Agents. The Managing
Trustees are responsible for the general policies of the Trust and for such
general supervision of the business of the Trust conducted by all officers,
agents, employees, advisers, managers, or independent contractors of the Trust
as may be necessary to insure that such business conforms to the provisions of
this Agreement. However, the Managing Trustees are not, and shall not be,
required personally to conduct the business of the Trust. Consistent with the
powers described in Section 4.3(k), the Managing Trustees shall have the power
to appoint, employ, or contract with any Person (including one or more of
themselves, or any corporation, partnership, or trust in which one of more of
them may be directors, officers, stockholders, partners, or trustees) as the
Managing Trustees may deem necessary or proper for the transaction of the
business of the Trust. For such purpose, the Managing Trustees may grant or
delegate such authority to any such Person as the Managing Trustees may in their
sole discretion deem necessary or desirable without regard to whether such
authority is normally granted or delegated by trustees.

                                      -13-



     5.2 Compensation and Powers. The Managing Trustees shall have the power to
determine the terms and compensation of any Person whom they may employ or with
whom they may contract other than the Statutory Trustee, whose compensation is
as set forth in Section 3.10 hereof. The Managing Trustees may exercise broad
discretion in allowing officers, employees, or other agents to administer and
regulate the operations of the Trust, to act as agent for the Trust, to execute
documents on behalf of the Managing Trustees, and to make executive decisions
which conform to general policies and principles previously established by the
Managing Trustees and not inconsistent with this Agreement.

                                   ARTICLE VI
                  BENEFICIARY AND BENEFICIAL INTEREST IN TRUST

     6.1 Beneficial Interest in Trust. All beneficial interest in the Trust
shall be vested in the Beneficiary and shall be referred to herein as the
Beneficial Interest of the Beneficiary. The Beneficial Interest shall not be
represented by shares or other certificates.

     6.2 Legal Ownership of Trust Estate. Except to the extent provided in
Sections 3.9 and 5.1. The legal ownership of the Trust Estate and the right to
conduct the business of the Trust are vested exclusively in the Managing
Trustees. The Beneficiary shall have no interest therein, other than the
Beneficial Interest in the Trust conferred on it by this Agreement. The
Beneficiary shall have no right to compel any partition, division, dividend, or
distribution of the Trust or any of the Trust Estate, nor may it be called upon
to share or assume any losses of the Trust or suffer an assessment of any kind
by virtue of its Beneficial Interest.

     6.3 Beneficial Interest Deemed Personal Property. The Beneficial Interest
of the Beneficiary shall be personal property and shall confer upon the
Beneficiary only the interest and rights specifically set forth in this
Agreement. The death, dissolution, liquidation, insolvency, or incapacity of the
Beneficiary shall not dissolve or terminate the Trust, affect its continuity, or
give the legal representative of the Beneficiary any rights whatsoever, whether
against or in respect of the Managing Trustees or the Trust Estate or otherwise.

     6.4 Transfer of Beneficial Interest by Beneficiary. The Beneficiary may at
any time transfer all or from time to time transfer a portion of its Beneficial
Interest in the Trust to any Person. Any such transfer shall be effective upon
receipt by the Managing Trustees of a Notice of Transfer, which Notice shall, in
substantially the form of Exhibit B hereto, (a) specify the name and address of
the transferee and the percentage of the Beneficial Interest in the Trust being
transferred to such transferee and (b) be signed by the Beneficiary, the
transferee, and at least one of the Managing Trustees. The Managing Trustees
shall maintain or cause to be maintained in the records of the Trust all Notices
of Transfer, which Notices shall be conclusive evidence of the transfer of all
or a portion,

                                      -14-



as the case may be, of the Beneficial Interest. By signing the Notice of
Transfer, the transferee of all or any portion of the Beneficial Interest shall
have agreed to and shall be bound by the terms and conditions of this Agreement,
as provided in Section 9.7.

     6.5 Distributions to the Beneficiary. The Managing Trustees may from time
to time declare and pay to the Beneficiary such distributions in cash or other
property, out of current or accumulated income, capital, capital gains,
principal, surplus, proceeds from the increase or refinancing of Trust
obligations, from the repayment of loans made by the Trust, from the sale of
portions of the Trust Estate, or from any other source as the Managing Trustees
in their discretion shall determine. The Beneficiary shall have no right to any
distribution unless and until declared by the Managing Trustees.

     6.6 Meetings of the Beneficiary. The Managing Trustees shall cause to be
called and held an annual meeting of the Beneficiary at such time and such place
as they may determine at which Managing Trustees shall be appointed and any
other proper business may be conducted. The annual meeting of the Beneficiary
shall be held on such date and upon such notice as the Managing Trustees shall
determine. Special meetings of the Beneficiary may be called by a majority of
the Managing Trustees or the Chairman or the President of the Trust, and shall
be called by the Managing Trustees or any officer of the Trust upon the written
request of the Beneficiary (or, if more than one Person holds a Beneficial
Interest, upon the written request of one or more Persons collectively holding
not less than 75 percent of the Beneficial Interest in the Trust), which written
request shall state the purpose(s) of the meeting so requested. The Trust shall
provide the Beneficiary due notice (either in person or by mail) of a special
meeting and the purpose of such meeting, including the date, time, and place of
such meeting, as determined by the Managing Trustees. If there shall be no
Managing Trustees, a special meeting of the Beneficiary shall be held promptly
for the appointment of successor Managing Trustees. The call and notice of any
special meeting shall state the purpose of the meeting.

         6.7 Actions by the Beneficiary and Consents. The presence of the
Beneficiary (or, if more than one Person holds a Beneficial Interest, the
presence of one or more Persons collectively holding at least 51 percent of the
Beneficial Interest in the Trust) at any meeting shall constitute a quorum at
such meeting. Whenever the Beneficiary is required or permitted to take any
action, such action may be taken, except as otherwise provided by this Agreement
or required by law, by the vote of the Beneficiary cast at a meeting of the
Beneficiary at which a quorum is present (or, if more than one Person holds a
Beneficial Interest, by the vote of one or more Persons collectively holding at
least 51 percent of the Beneficial Interest in the Trust present at a meeting of
the Beneficiary at which a quorum is present), or without a meeting by written
consent setting forth the action so taken signed by the Beneficiary (or, if more
than one Person holds a Beneficial Interest, signed by each such Person).
Notwithstanding any provision of this Agreement to the contrary, no vote or
consent of the Beneficiary shall be required to approve the sale, exchange, or
other disposition by the Managing Trustees of one or more assets of

                                      -15-



the Trust, or the pledging, hypothecating, granting security interests in,
mortgaging, encumbering, or leasing of all or any of the Trust Estate.

     6.8 Notice to the Beneficiary; Waiver of Notice. Any notice of meeting or
other notice, communication, or report to the Beneficiary shall be deemed duly
delivered to the Beneficiary when such notice, communication, or report is
deposited, with postage thereon prepaid, in the United States mail, addressed to
the Beneficiary at its address as appears on the records of the Trust or is
delivered in person to the Beneficiary. Notice of any annual meeting of the
Beneficiary or any special meeting of the Beneficiary need not be given to the
Beneficiary if it submits a written and signed waiver of notice, either before
or after the meeting, or if it attends the meeting without protesting the lack
of notice prior to or at the commencement of the meeting.

     6.9 Inspection by the Beneficiary. The Beneficiary shall have the same
right to inspect the records of the Trust as has a shareholder in a Delaware
business corporation.

                                   ARTICLE VII
                     LIABILITY OF TRUSTEES, THE BENEFICIARY
                         AND OFFICERS, AND OTHER MATTERS

     7.1 Limitation of Liability of Trustees and Officers. No Trustee or officer
of the Trust shall be liable to the Trust or to any Trustee or the Beneficiary
for any act or omission whether his or its own or that of any other Trustee or
officer of the Trust or of the Beneficiary or any agent of the Trust, nor shall
any such Trustee be held to any personal liability whatsoever in tort, contract,
or otherwise in connection with the affairs of this Trust, except only that
arising from his or its own bad faith, willful misfeasance, gross negligence, or
reckless disregard of his or its duties.

     7.2 Limitation of Liability of the Beneficiary, Trustees, and Officers;
Indemnification of Beneficiary. The Trustees and officers in incurring any
debts, liabilities, or obligations, or in taking or omitting any other actions
for or in connection with the Trust are, and shall be deemed to be, acting as
Trustees or officers of the Trust and not in their own individual capacities.
Except to the extent provided in Section 7.1, no Trustee or officer of the Trust
or the Beneficiary shall be liable for any debt, claim, demand, judgment,
decree, liability, or obligation of any kind of, against, or with respect to the
Trust arising out of any action taken or omitted for or on behalf of the Trust.
The Trust shall be solely liable therefor and resort shall be had solely to the
Trust Estate for the payment or performance thereof. The Beneficiary shall be
entitled to indemnification from the Trust Estate if, contrary to the provisions
hereof, the Beneficiary shall be held to any such personal liability.

     7.3 Express Exculpatory Clauses in Instruments. To the extent practicable,
the Managing Trustees shall make reasonable efforts to cause any written
instrument creating an obligation of the Trust to include a reference to this
Agreement, and to provide that

                                      -16-



neither the Beneficiary nor the Trustees or the officers of the Trust shall be
liable thereunder and that the other parties to such instrument shall look
solely to the Trust Estate for the payment of any claim thereunder or for the
performance thereof; provided, however, that the omission of such provision from
any such instrument shall not render the Beneficiary or any Trustee or officer
of the Trust liable nor shall the Trustees or any officer of the Trust be liable
to anyone for such omission.

     7.4  Indemnification and Reimbursement of Trustees and Officers.

          (a) Right to Indemnification. Each Trustee and officer of the Trust
     shall be entitled as of right to be indemnified by the Trust against any
     expenses and liabilities paid or incurred by such Person in connection with
     any actual or threatened claim, action, suit, or proceeding, civil,
     criminal, administrative, investigative or other, whether brought by or in
     the right of the Trust or otherwise, in which he or it may be involved in
     any manner as a party, witness, or otherwise, or is threatened to be made
     so involved, by reason of such Person being or having been a Trustee or
     officer of the Trust or by reason of the fact that such Person is or was
     serving at the request of the Trustees as a director, officer, employee,
     fiduciary, or other representative of another Person (such claim, action,
     suit, or proceeding hereinafter being referred to as an "Action");
     provided, however, that no such right of indemnification shall exist with
     respect to any Action initiated by an indemnitee (as hereinafter defined)
     other than the Statutory Trustee against the Trust (an "Indemnitee
     Action"), except as provided in the last sentence of this subsection (a).
     Persons who are not Trustees or officers of the Trust may be similarly
     indemnified in respect of service to the Trust or to another Person on
     behalf of the Trust at the request of the Trustees to the extent the
     Trustees at any time denominate any of such Persons as entitled to the
     benefits of this Section 7.4.

          As used in this Section 7.4, the following terms shall have the
     following meanings:

               (i) "indemnitee" shall include each Trustee and officer of the
          Trust and each other Person denominated by the Trustees as entitled to
          the benefits of this Section 7.4.

               (ii) "expenses" shall mean all expenses actually and reasonably
          incurred, including fees and expenses of counsel selected by an
          indemnitee.

               (iii) "liabilities" shall mean amounts of judgments, excise
          taxes, fines, penalties, and amounts paid in settlement.

     An indemnitee other than the Statutory Trustee shall be entitled to be
     indemnified pursuant to this subsection (a) for expenses incurred in
     connection with any Indemnitee Action only (i) if the Indemnitee Action is
     instituted under subsection

                                      -17-



     (c) of this Section 7.4 and the indemnitee is successful in whole or in
     part in such Indemnitee Action, (ii) if the indemnitee is successful in
     whole or in part in another Indemnitee Action for which expenses are
     claimed or (iii) if the indemnification for expenses is included in a
     settlement of, or is awarded by a court in, such other Indemnitee Action.

          (b) Right to Advancement of Expenses. Every indemnitee shall be
     entitled as of right to have his expenses in defending any Action, or in
     initiating and pursuing any Indemnitee Action for indemnity or advancement
     of expenses under subsection (c) (or, in the case of the Statutory Trustee,
     an Action under subsection (c)), paid in advance by the Trust prior to
     final disposition of such Action or Indemnitee Action, provided that the
     Trust receives a written undertaking by or on behalf of the indemnitee to
     repay the amount advanced if it should ultimately be determined that the
     indemnitee is not entitled to be indemnified for such expenses.

          (c) Right of Indemnitee to Initiate Action. If a written claim under
     subsection (a) or (b) is not paid in full by the Trust within thirty (30)
     days after such claim has been received by the Trust, the indemnitee may at
     any time thereafter initiate an Indemnitee Action (or in the case of the
     Statutory Trustee, an Action) to recover the unpaid amount of the claim
     and, if successful in whole or in part, in the case of any indemnitee other
     than the Statutory Trustee, and without regard to such success provided
     such action was initiated in good faith in the case of the Statutory
     Trustee, the indemnitee shall also be entitled to be paid the expense of
     prosecuting such Indemnitee Action (or in the case of the Statutory
     Trustee, an Action). The only defense to an Indemnitee Action to recover on
     a claim for indemnification under subsection (a) shall be that the
     indemnitee's conduct was such that under Delaware law the Trust is
     prohibited from indemnifying the indemnitee for the amount claimed, but the
     burden of proving such defense shall be on the Trust. Neither the failure
     of the Trust (including its Trustees, independent legal counsel, or the
     Beneficiary) to have made a determination prior to the commencement of such
     Indemnitee Action that indemnification of the indemnitee is proper in the
     circumstances, nor an actual determination by the Trust (including its
     Trustees, independent legal counsel, or the Beneficiary) that the
     indemnitee's conduct was such that indemnification is prohibited by
     Delaware law, shall be a defense to such Indemnitee Action or create a
     presumption that the indemnitee's conduct was such that indemnification is
     prohibited by Delaware law. The only defense to an Indemnitee Action to
     recover on a claim for advancement of expenses under subsection (b) shall
     be the indemnitee's failure to provide the undertaking required by
     subsection (b).

          (d) Insurance and Fundinq. The Trust may purchase and maintain
     insurance to protect itself and any Person eligible to be indemnified
     hereunder against any liability or expense asserted or incurred by such
     Person in connection with any Action, whether or not the Trust would have
     the power to indemnify such

                                      -18-



     Person against such liability or expense by law or under the provisions of
     this Section 7.4. The Trust may create a trust fund, grant a security
     interest, cause a letter of credit to be issued or use other means (whether
     or not similar to the foregoing) to ensure the payment of such sums as may
     become necessary to effect indemnification as provided herein.

          (e) Non-Exclusivity; Nature and Extent of Rights. The rights to
     indemnification and advancement of expenses provided for in this Section
     7.4 shall (i) not be deemed exclusive of any other rights, whether now
     existing or hereafter created, to which any indemnitee may be entitled
     under any agreement or the By-Laws (if adopted), vote of the Beneficiary or
     Trustees or otherwise, (ii) be deemed to create contractual rights in favor
     of each indemnitee who serves the Trust at any time while this Section 7.4
     is in effect (and each such indemnitee shall be deemed to be so serving in
     reliance on the provisions of this Section 7.4), and (iii) continue as to
     each indemnitee who has ceased to have the status pursuant to which he was
     entitled or was denominated as entitled to indemnification under this
     Section 7.4 and shall also inure to the benefit of the heirs and legal
     representatives of each indemnitee. Any amendment or repeal of this Section
     7.4 or adoption of any By-Law or provision of this Agreement which has the
     effect of limiting in any way the rights to indemnification or advancement
     of expenses provided for in this Section 7.4 shall operate prospectively
     only and shall not affect any action taken, or failure to act, by an
     indemnitee prior to the adoption of such amendment, repeal, By-Law, or
     other provision, nor shall any such changes affect the Statutory Trustee's
     rights hereunder without its prior written consent.

          (f) Partial Indemnity. If an indemnitee is entitled under any
     provision of this Section 7.4 to indemnification by the Trust for some or a
     portion of the expenses or liabilities paid or incurred by the indemnitee
     in the preparation, investigation, defense, appeal, or settlement of any
     Action or Indemnitee Action but not, however, for the total amount thereof,
     the Trust shall indemnify the indemnitee for the portion of such expenses
     or liabilities to which the indemnitee is entitled.

          (g) Conflicts. Notwithstanding any provision of this Section 7.4 to
     the contrary, in the event there is any conflict between the provisions of
     this Section 7.4 and the provisions of the Articles of Incorporation for
     Texas Industries, Inc. the provisions of such Articles of Incorporation
     shall control; provided, however, the preceding provisions of this Section
     7.4(g) shall have no effect on the rights and obligations of the Statutory
     Trustee hereunder.

     7.5 Persons Dealing With Trustees or Officers. Any act of the Trustees or
officers purporting to be done in their capacity as such shall, as to any
Persons dealing with such Trustees or officers, be conclusively deemed to be
within the purposes of this Trust and within the powers of the Trustees and
officers. No Person dealing with the Trustees or any of them, or with the
authorized officers, agents, or representatives of the Trust, shall be bound to
see to the application of any funds or property passing into their

                                      -19-



hands or control. The receipt of the Trustees or any of them, or of authorized
officers, agents, or representatives of the Trust, for moneys or other
consideration, shall be binding upon the Trust.

     7.6 Reliance. The Trustees and officers may consult with counsel and the
advice or opinion of such counsel shall be full and complete personal protection
to all of the Trustees and officers in respect of any action taken or suffered
by them in good faith and in reliance on or in accordance with such advice or
opinion. In discharging their duties, Trustees and officers, when acting in good
faith, may rely upon financial statements of the Trust represented to them to be
correct by the President or the officer of the Trust having charge of its books
of account, or stated in a written report by an independent certified public
accountant fairly to present the financial position of the Trust. The Trustees
may rely, and shall be personally protected in acting, upon any instrument or
other document believed by them to be genuine.

                                  ARTICLE VIII
                       DURATION, MERGER, DISSOLUTION, AND
                          AMENDMENT OF TRUST AGREEMENT

     8.1 Duration of Trust. The period of duration of the Trust shall be
perpetual; provided, that the period of duration may be changed pursuant to an
appropriate amendment to this Agreement.

     8.2 Merger or Consolidation. The Managing Trustees may, with the prior
approval of the Beneficiary, (a) merge or consolidate the Trust with and/or
into, or sell, convey, and transfer the Trust Estate to, any Person in exchange
for shares or Securities thereof, or beneficial interests therein, or other
consideration, and (if the Trust is not the surviving entity of such merger,
consolidation, or other transaction) the assumption by such transferee of the
liabilities of the Trust and (b) subject to Section 8.3, if the Trust is not the
surviving entity of such merger, consolidation, or other transaction, thereupon
terminate the Trust and distribute such shares, securities, beneficial
interests, or other consideration, to the Beneficiary pursuant to a plan or
other determination duly adopted by the Managing Trustees.

     8.3 Dissolution. The Trust may be dissolved by the Managing Trustees, with
the prior approval of the Beneficiary, pursuant to a plan of dissolution or
liquidation adopted by the Managing Trustees and at the direction of the
Managing Trustees consented to by the Statutory Trustee. Such plan shall provide
that all debts of the Trust shall be satisfied and that the remaining property
of the Trust Estate shall be distributed to the Beneficiary (or, if more than
one Person holds a Beneficial Interest, to such Persons in accordance with their
percentage interest of the Beneficial Interest in the Trust); provided, however,
that such plan may include a provision for the creation of an escrow to cover
any debts or other obligations of the Trust which are not matured or are
contingent or otherwise not paid or subject to payment at the time such plan
becomes effective. At the time of any such dissolution or termination, the
Managing Trustees shall cause this

                                      -20-



Agreement to be amended in accordance with Section 8.4 to change the duration of
the Trust, as permitted by Section 8.1.

     8.4 Amendment of Trust Agreement. This Agreement may be amended by the
Managing Trustees, but only with the prior approval of the Beneficiary;
provided, however, that the Managing Trustees may amend this Agreement without
the approval of the Beneficiary at any time to the extent deemed by the Managing
Trustees in good faith to be necessary to meet the requirements necessary to
maintain the Trust's status as a business trust under the laws of the State of
Delaware, but the Managing Trustees shall not be liable for failing so to do;
provided, further, that no amendment shall adversely affect the liability of the
Beneficiary or the Statutory Trustee without their respective approvals. Actions
by the Managing Trustees pursuant to Section 9.6(a) that result in amending this
Agreement also may be effected without the approval of the Beneficiary. The
Managing Trustees shall give the Statutory Trustee notice of any proposed
amendment ten (10) days prior to the effective date of such amendment and the
Statutory Trustee shall have the right to resign as Statutory Trustee during
such period and the Managing Trustees shall appoint a replacement Statutory
Trustee pursuant to Section 3.10. The Managing Trustees shall file an amended
Certificate to reflect such resignation and replacement.

                                   ARTICLE IX
                                  MISCELLANEOUS

     9.1 Applicable Law. The Trust set forth in this Agreement is created under
and shall be governed by and construed and administered according to the laws of
the State of Delaware.

     9.2 Situs of Trust. The Trust will maintain a registered office and agent
in the State of Delaware. The initial registered office and agent of the Trust
in the State of Delaware shall be the Statutory Trustee at 900 Market Street,
Wilmington, Delaware 19801. The Statutory Trustee's sole responsibility in
connection with serving as registered agent and providing a registered office
shall be to forward to such address as the Managing Trustees shall specify in
writing, from time to time, service of process and other communications received
by it and clearly designated as receivable by or in the name of the Trust. The
Trust may have such principal and other business offices or places of business
within or without the State of Delaware as the Managing Trustees may from time
to time determine. The Managing Trustees shall select and may from time to time
change the situs of the Trust within the United States.

     9.3 Certificates. A certificate of trust as required pursuant to (S)3810 of
the Delaware Business Trust Act shall be filed for the Trust. Any person dealing
with the Trust may rely on a certificate by a Managing Trustee or an officer of
the Trust as to the terms of this Agreement and any amendments to the Agreement,
as to the identity of the Trustees and officers, and as to any matters in
connection with the Trust hereunder. Any

                                      -21-



person dealing with the Trust may, with the same effect as if it were the
original, rely on a copy of this Agreement or of any amendments hereto certified
by a Managing Trustee or an officer of the Trust to be such a copy of the
Agreement or of any such amendments.

     9.4 Headings. Headings are placed herein for convenience of reference only
and shall not be taken as a part hereof or control or affect the meaning,
construction, or effect of this Agreement.

     9.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.

     9.6 Provisions of the Trust in Conflict With Law or Regulations;
Severability and Enforceability.

          (a) The provisions of this Agreement are severable. If the Managing
     Trustees shall determine, with or without the advice of counsel, that any
     one or more of such provisions (the "Conflicting Provisions") could have
     the effect of preventing the Trust from maintaining its status as a
     Delaware business trust or are in conflict with other applicable federal or
     state laws or regulations, the Conflicting Provisions shall be deemed never
     to have constituted a part of this Agreement; provided, however, that such
     determination by the Managing Trustees shall not affect or impair any of
     the remaining provisions of this Agreement or render invalid or improper
     any action taken or omitted (including of or by the Managing Trustees)
     prior to such determination. A certification signed by a majority of the
     Managing Trustees setting forth a determination that one or more provisions
     are Conflicting Provisions and reciting that it was duly adopted by the
     Managing Trustees, or a copy of this Agreement with the Conflicting
     Provisions removed pursuant to such a determination signed by a majority of
     the Managing Trustees, shall be conclusive evidence of such determination
     when kept in the records of the Trust. The Managing Trustees shall not be
     liable for failure to make any determination under this Section 9.6.
     Nothing in this Section 9.6 shall in any way limit or affect the right of
     the Managing Trustees to amend this Agreement as provided in Section 8.4.
     The Managing Trustees shall give the Statutory Trustee notice of any
     proposed determination pursuant to the first sentence of this Section
     9.6(a) ten (10) days prior to the effective date of any such determination
     and the Statutory Trustee shall have the right to resign as Statutory
     Trustee during such period and the Managing Trustees shall appoint a
     replacement Statutory Trustee pursuant to Section 3.10. The Managing
     Trustees shall file an amended Certificate to reflect such resignation and
     replacement.

          (b) If any provision of this Agreement shall be held invalid or
     unenforceable, such invalidity or unenforceability shall attach only to
     such provision, and shall not in any manner affect or render invalid or
     unenforceable any other provision of this

                                      -22-



     Agreement. This Agreement shall be carried out as if any such invalid or
     unenforceable provisions were not contained herein.

     9.7 Binding Effect; Successors in Interest. Each Person who becomes the
holder of all or a part of the Beneficial Interest in the Trust shall agree to
be, and shall be, bound by the provisions of this Agreement. This Agreement
shall be binding upon and inure to the benefit of the Trustees and the
Beneficiary and the respective successors, assigns, heirs, distributees, and
legal representatives of each of them.

     9.8 Irrevocability by Settlor. This Agreement and the Trust created
hereunder shall be irrevocable by the Settlor, subject to the provisions of
Article VIII hereof.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.

                                       SETTLOR:

                                       TEXAS INDUSTRIES HOLDINGS, INC.


                                       By: /s/ Richard M. Fowler
                                           -------------------------------------
                                       Title: PRESIDENT


                                       MANAGING TRUSTEES:


                                       /s/ James R. McCraw
                                       -----------------------------------------
                                       James R. McCraw, Trustee

                                       Address: 1341 Mockingbird Lane,
                                                7th Floor Dallas, Texas 75247


                                       /s/ Richard M. Fowler
                                       -----------------------------------------
                                       Richard M. Fowler, Trustee

                                       Address: 1341 Mockingbird Lane,
                                                7th Floor Dallas, Texas 75247

                                      -23-



                                       /s/ Robert C. Moore
                                       -----------------------------------------
                                       Robert C. Moore, Trustee

                                       Address: 1341 Mockingbird Lane,
                                                7th Floor Dallas, Texas 75247


                                       STATUTORY TRUSTEE:

                                       DELAWARE TRUST CAPITAL MANAGEMENT,
                                       not in its individual capacity but
                                       solely as Statutory Trustee


                                       By: /s/ Illegible
                                           -------------------------------------
                                           Title: VICE PRESIDENT

                                      -24-



STATE OF TEXAS         (S)
                       (S)
COUNTY OF DALLAS       (S)

     BEFORE ME, the undersigned, a Notary Public in and for said County and
State on this 27TH day of MAY, 1996, personally appeared RICHARD M. FOWLER, to
me known to be the identical person who subscribed the name Texas Industries
Holdings, Inc., a Delaware corporation, to the foregoing instrument as its
PRESIDENT, and acknowledged to me that he executed the same as his free and
voluntary act and deed and as the free and voluntary act and deed of such
organization for the uses and purposes therein set forth.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above
written.


                                       /s/ Illegible
                                       -----------------------------------------
                                       Notary Public in and for the
                                       State of Texas

My Commission Expires:                 Printed Name of Notary Public:

                     --------------------------------
                                GWYNN E. HERRICK
                     [SEAL]      Notary Public
                                 STATE OF TEXAS
(NOTARY SEAL)              My Comm. Exp. SEPT 2, 1996
                     --------------------------------

                                      -25-



STATE OF TEXAS         (S)
                       (S)
COUNTY OF DALLAS       (S)

     BEFORE ME, the undersigned, a Notary Public in and for said County and
State on this 27TH day of MAY, 1996, personally appeared James R. McCraw, to me
known to be the identical person who subscribed his name to the foregoing
instrument as Trustee, and acknowledged to me that he executed the same as his
free and voluntary act and deed for the uses and purposes therein set forth.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above
written.


                                       /s/ Illegible
                                       -----------------------------------------
                                       Notary Public in and for the
                                       State of Texas

My Commission Expires:                 Printed Name of Notary Public:

                     --------------------------------
                                GWYNN E. HERRICK
                     [SEAL]      Notary Public
                                 STATE OF TEXAS
(NOTARY SEAL)              My Comm. Exp. SEPT 2, 1996
                     --------------------------------

                                      -26-



STATE OF TEXAS         (S)
                       (S)
COUNTY OF DALLAS       (S)

     BEFORE ME, the undersigned, a Notary Public in and for said County and
State on this 29TH day of MAY, 1996, personally appeared Richard M. Fowler, to
me known to be the identical person who subscribed his name to the foregoing
instrument as Trustee, and acknowledged to me that he executed the same as his
free and voluntary act and deed for the uses and purposes therein set forth.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above
written.


                                       /s/ Illegible
                                       -----------------------------------------
                                       Notary Public in and for the
                                       State of Texas

My Commission Expires:                 Printed Name of Notary Public:

                     --------------------------------
                                GWYNN E. HERRICK
                     [SEAL]      Notary Public
                                 STATE OF TEXAS
(NOTARY SEAL)              My Comm. Exp. SEPT 2, 1996
                     --------------------------------

                                      -27-



STATE OF TEXAS         (S)
                       (S)
COUNTY OF DALLAS       (S)

     BEFORE ME, the undersigned, a Notary Public in and for said County and
State on this 29TH day of MAY, 1996, personally appeared Robert C. Moore, to me
known to be the identical person who subscribed his name to the foregoing
instrument as Trustee, and acknowledged to me that he executed the same as his
free and voluntary act and deed for the uses and purposes therein set forth.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above
written.


                                       /s/ Illegible
                                       -----------------------------------------
                                       Notary Public in and for the
                                       State of Texas

My Commission Expires:                 Printed Name of Notary Public:

                     --------------------------------
                                GWYNN E. HERRICK
                     [SEAL]      Notary Public
                                 STATE OF TEXAS
(NOTARY SEAL)              My Comm. Exp. SEPT 2, 1996
                     --------------------------------

                                      -28-



STATE OF DELAWARE          (S)
                           (S)
COUNTY OF NEW CASTLE       (S)

     BEFORE ME, the undersigned, a Notary Public in and for said County and
State on this 26th day of June, 1996, personally appeared Richard N. Smith, to
me known to be the identical person who subscribed the name Delaware Trust
Capital Management to the foregoing instrument as its Vice President, and
acknowledged to me that he executed the same as his free and voluntary act and
deed and as the free and voluntary act and deed of such organization for the
uses and purposes therein set forth.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above
written.


                                       /s/ Illegible
                                       -----------------------------------------
                                       Notary Public in and for the
                                       State of Delware

My Commission Expires:                 Printed Name of Notary Public:

                                              ANNA M. SKLODOWSI
                                           NOTARY PUBLIC - DELWARE
                                     My Commission expires Feb. 15, 1998

(NOTARY SEAL)

                                      -29-

EX-3.52

                                                                    Exhibit 3.52

                                                                    FILED
                                                            In the Office of the
                                                            ____________________
                                                                 OCT 12 1982
                                                                   ______
                                                            Corporations Section

                            ARTICLES OF INCORPORATION

                                       OF

                               TXI AVIATION, INC.

                                   ARTICLE ONE

          The name of the corporation is TXI Aviation, Inc.

                                   ARTICLE TWO

          The period of its duration is perpetual.

                                  ARTICLE THREE

          The purpose for which the corporation is organized is the transaction
of any or all lawful business for which corporations may be incorporated under
the Texas Business Corporation Act.

                                  ARTICLE FOUR

          The aggregate number of shares which the corporation shall have
authority to issue is 1,000 shares of the par value of $1.00 each.

                                  ARTICLE FIVE

          The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00), consisting of money, labor done, or property actually received.

                                   ARTICLE SIX

          The street address of its initial registered office is Republic
National Bank Building, Dallas, Texas 75201 and the name of its initial
registered agent at such address is C T Corporation System.

                                  ARTICLE SEVEN

          The number of Directors constituting the initial Board of Directors is
three (3), and the names and addresses of the persons who are to serve as
Directors until the first annual meeting of the shareholders or until their
successors are elected and qualified are:



     Robert D. Rogers        8100 Carpenter Freeway
                             Dallas, Texas 75247

     Fergus J. Walker, Jr.   8100 Carpenter Freeway
                             Dallas, Texas 75247

     Joseph C. Nelson        8100 Carpenter Freeway
                             Dallas, Texas 75247

                                  ARTICLE EIGHT

          The name and address of the incorporator is:

     Thomas M. Lawty         8100 Carpenter Freeway
                             Dallas, Texas 75247


                                                 /s/ Thomas M. Lawty
                                                 -------------------------------
                                                 Thomas M. Lawty

STATE OF TEXAS     (S)
                   (S)
COUNTY OF DALLAS   (S)

          I, a Notary Public, do hereby certify that on this 6th day of October,
1982, personally appeared before me THOMAS M. LAWTY, who being by me first duly
sworn, declared that he is the person who signed the foregoing document as
incorporator, and that the statements therein contained are true.


                                                 /s/ Gwynn E. Herrick
                                                 -------------------------------
                                                 Gwynn E. Herrick
                                                 Notary Public, State of Texas

My Commission Expires:
        9-2-84

                                      -2-

EX-3.53

                                                                    Exhibit 3.53

                                                                FILED
                                                        In the Office of the
                                                     Secretary of State of Texas

                                                            JUL 13 1990

To the Secretary of State                               Corporations Section
   of the State of Texas:

     C T Corporation System, as the registered agent for the domestic and
foreign corporations named on the attached list submits the following statement
for the purpose of changing the registered office for such corporations, in the
State of Texas:

1.   The name of the corporation is See attached list

2.   The post office address of its present registered office is c/o C T
     CORPORATION SYSTEM, 1601 ELM STREET, DALLAS, TEXAS 75201

3.   The post office address to which its registered office is to be changed is
     c/o C T CORPORATION SYSTEM, 350 N. ST. PAUL STREET, DALLAS, TEXAS 75201

4.   The name of its present registered agent is C T CORPORATION SYSTEM

5.   The name of its successor registered agent is C T CORPORATION SYSTEM

6.   The post office address of its registered office and the post office
     address of the business office of its registered agent, as changed, will be
     identical.

7.   Notice of this change of address has been given in writing to each
     corporation named on the attached list 10 days prior to the date of filing
     of this certificate.

Dated July 2, 1990.

                                         C T CORPORATION SYSTEM


                                         By /s/ Illegible
                                            ------------------------------------
                                               Its Vice President

EX-3.54

                                                                    Exhibit 3.54

                                     BYLAWS
                                       OF
                               TXI AVIATION, INC.

                                    ARTICLE I

                                    OFFICES

     SECTION 1. In addition to its principal office in the State of Texas, the
corporation may also have offices at such other places both within and without
the State of Texas as the Board of Directors shall from time to time determine.

                                   ARTICLE II

                         ANNUAL MEETING OF SHAREHOLDERS

     SECTION 1. All meetings of shareholders for the election of Directors shall
be held in the City of Dallas, State of Texas, at such place as may be fixed
from time to time by the Board of Directors, or at such other place either
within or without the State of Texas as shall be designated from time to time by
the Board of Directors and as stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

     SECTION 2. Annual meeting of Shareholders, commencing with the year 1983,
shall be held each year on the second Tuesday of May, if not a legal holiday,
then on the next secular day following, at 10:00 in the forenoon, at which they
shall elect, by a plurality vote, a Board of Directors, and transact such other
business as may properly be brought before the meeting; provided, however, that
the shareholders may, by a written agreement signed by the holders of all
outstanding shares of stock entitled to general voting rights, establish a
manner of election or selection of directors other than by a plurality vote
during the term of such written agreement.

     SECTION 3. Written or printed notice of every meeting of shareholders
stating the place, day and, hour and purpose of the meeting shall be delivered
to each shareholder of record entitled to vote at such meeting not less than ten
(10) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, by the Secretary, the officer performing his duties or
the persons calling the meeting.



     SECTION 4. Special meetings of shareholders for any purpose may be held at
such time and place within or without the State of Texas as shall he stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

     SECTION 5. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the Chairman of the Board, the President or any
two (2) members of the Board of Directors, and shall be held at the request, in
writing, of shareholders owning not less than one-half (1/2) of the entire
capital stock having voting power.

     SECTION 6. At least ten (10) days before every election of directors, a
complete list of shareholders entitled to vote at said election, arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the Secretary. Such list shall be open to the
examination of any shareholder at the office of the corporation in the City of
Dallas, Texas for said ten (10) days, and shall be produced and kept at the
time and place of election during the whole of the time thereof, subject to the
inspection of any shareholder who may be present.

                                   ARTICLE III

                           QUORUM AND VOTING OF STOCK

     SECTION 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     SECTION 2. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power, present in person or represented
by proxy, shall decide any question brought before such meeting, unless the
question is one upon which, by express provision

                                      -2-



of the statutes or of the Certificate of Incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

     SECTION 3. Each outstanding share of stock having voting power shall be
entitled to one (1) vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. No proxy
shall be valid after three (3) years from the date of its execution unless
otherwise provided in such proxy. Each proxy shall be revocable unless expressly
provided therein to be irrevocable or unless otherwise made irrevocable by law.

     Subject to the provision set forth in Section 2 of Article II of these
Bylaws, in all elections for directors, every shareholder entitled to vote shall
have the right to vote, in person or by proxy, the number of shares of stock
owned by him, for as many persons as there are directors to be elected and for
whose election he has a right to vote, but there shall be no right to cumulative
voting.

     SECTION 4. Any action required to be taken at a meeting of shareholders may
be taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the shareholders entitled to vote with respect
to the subject matter thereof.

                                   ARTICLE IV

                                   DIRECTORS

     SECTION 1. The property and business of the corporation shall be managed by
a Board of not less than three (3) nor more than ten (10) directors. The first
Board shall consist of three (3) directors. Thereafter, within the limits herein
specified, the number of directors shall be fixed and may be changed, from time
to time, by resolution of the Board of Directors or by the shareholders at the
annual meeting of the shareholders. The directors, other than the first Board of
Directors, shall be elected at the annual meeting of shareholders, except as
provided in Section 2 of this Article IV of these Bylaws, and each director
elected shall hold office until his successor shall be elected and shall
qualify, or until his earlier resignation or removal. Directors need not be
shareholders. The first Board of Directors shall hold office until the first
annual meeting of shareholders, unless sooner removed

                                      -3-



by an affirmative vote of the majority of the issued and outstanding shares of
stock entitled to vote on the elections of directors as hereinafter provided.

     SECTION 2. Any vacancy occurring in the Board of Directors may be filled by
affirmative vote of a majority of the directors then in office, though less than
a quorum. A director elected to fill a vacancy shall be elected for the
unexpired portion of the term of his predecessor in office.

     Any directorships to be filled by reason of an increase in the number of
directors may be filled by the affirmative vote of a majority of the directors
then in office, though less than a quorum. A director elected to fill a newly
created directorship shall serve until the next succeeding annual meeting of
shareholders and until his successor shall have been duly elected and qualified,
or until his earlier resignation or removal.

     Any director may be removed at any time, for cause or without cause, by an
affirmative vote of the holders of a majority of the issued and outstanding
shares of stock entitled to vote on the elections of directors.

     SECTION 3. The business affairs of the corporation shall be managed by its
Board of Directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the shareholders.

     SECTION 4. The directors may keep the books of the corporation, except such
as are required by law to be kept within or without the State of Texas, at such
place or places as they from time to time determine.

     SECTION 5. The Board of Directors shall have power to authorize the payment
of compensation to the directors for services to the corporation, including fees
for attendance at meetings of the Board of Directors, of the Executive Committee
and of other committees and to determine the amount of such compensation and
fees.

                                    ARTICLE V

                       MEETINGS OF THE BOARD OF DIRECTORS

     SECTION 1. The first meeting of each newly elected Board of Directors shall
be held at the same place as the annual meeting of the shareholders immediately
after such

                                      -4-



meeting or at such other time and place specified in a notice given as
hereinafter provided for special meetings of the Board of Directors, or as shall
be specified in a written waiver signed by all of the Directors.

     SECTION 2. Meetings of the Board of Directors shall be held at the times
fixed by resolutions of the Board and at other times upon call of the Chairman
of the Board, the President or any two (2) directors and such meetings, whether
regular or special, may be held either within or without the State of Texas. The
Secretary or officer performing his duties shall give reasonable notice (which
shall be at least, but need not in any event exceed ten (10) days) of all
meetings of directors, provided that a meeting may be held without notice
immediately after the annual meeting of shareholders, and notice need not be
given of regular meetings held at times fixed by resolutions of the Board.
Meetings may be held at any time without notice if all directors are present or
if those not present sign written waivers of notice either before or after the
meeting. Notice by mail or telegraph to the usual business or residence address
of the directors not less than the time above specified before the meeting shall
be sufficient. A majority of the then authorized directors shall constitute a
quorum for the transaction of business and the act of a majority of the then
authorized directors shall be the act of the Board of Directors.

     SECTION 3. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

     SECTION 4. Any action required or permitted to be taken at any meeting of
the Board of Directors, or any committee thereof, may be taken without a meeting
if all members of the Board, or such committee, consent thereto in writing and
the writing or writings are filed with the minutes of the proceedings of the
Board or committee.

                                   ARTICLE VI

                              EXECUTIVE COMMITTEE

     SECTION 1. The Board of Directors may, by resolution adopted by a majority
of the whole then authorized Board,

                                      -5-



appoint an Executive Committee to consist of the Chairman of the Board, or, if
the corporation has no Chairman of the Board, the President and such number of
the directors as the majority of the whole of said Board may from time to time
determine, which committee, to the extent provided in such resolution, shall
have and exercise all of the authority of the Board of Directors in the
management of the corporation, except as otherwise required by law. Vacancies in
the membership of the Committee shall be filled by a majority of the whole said
Board at a regular or special meeting of the Board of Directors. The Executive
Committee shall keep regular minutes of its proceedings and report the same to
the Board when required.

                                   ARTICLE VII

                                     NOTICES

     SECTION 1. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these Bylaws, notice is required to be given
to any director or shareholder; it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or shareholder, at his address as it appears on the records of the
corporation, with postage prepaid, and such notice shall be deemed to be given
at the time when the same shall be deposited in the United States Postal
Service. Notice to any director or shareholder may also be given by telegram or
delivered in person.

     SECTION 2. Whenever any notice whatever is required to be given under the
provisions of the statutes or under the provisions of the Certificate of
Incorporation or these Bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                  ARTICLE VIII

                                    OFFICERS

     SECTION 1. The Board of Directors, as soon as may be after the election of
directors in each year, shall elect a President, one or more Vice Presidents, a
Secretary and a Treasurer, and may from time to time elect a Chairman of the
Board and such other officers as they may deem proper. None of such officers
(except for the Chairman of the Board, or the President, if the corporation has
no Chairman of the Board) need be a member of the Board of Directors.

                                       -6-



     SECTION 2. The officers of the corporation shall hold office until their
successors are elected and qualify, or until their earlier resignation or
removal. Any officer elected or appointed by the Board of Directors may be
removed at any time with or without cause by the affirmative vote of a majority
of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

     SECTION 3. The Board of Directors may authorize the execution of contracts
of employment between the corporation and one (1) or more of the officers of the
corporation. Removal of any such officer from his office without cause by the
directors shall not of itself affect any right to compensation which such
removed officer may have under such contract.

                            The Chairman of the Board

     SECTION 4. If the corporation has a Chairman of the Board, the Chairman of
the Board shall preside at all meetings of the shareholders and directors,
including meetings of the Executive Committee, at which such officer is present.
Otherwise, the President shall preside at such meetings.

                                  The President

     SECTION 5. Except as otherwise provided by the Board of Directors, the
President shall be the chief executive officer of the corporation and shall
have, within the limitations and subject to the procedures established from time
to time by resolution of the Board of Directors, general and active management
of the business of the corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect.

     SECTION 6. The President shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.

                               The Vice Presidents

     SECTION 7. The Vice President, if there shall be one, or if there shall be
more than one, the Vice Presidents, in the order determined by the Board of
Directors, shall, in the absence or disability of the President, perform the
duties and exercise the powers of the President and shall

                                       -7-



perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

                     The Secretary and Assistant Secretaries

     SECTION 8. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
such meetings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or President, under whose supervision he shall be. He
shall have custody of the corporate seal of the corporation and he, or an
Assistant Secretary, shall have the authority to affix the same to any
instrument requiring it and when so affixed it may be attested by his signature
or by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the corporation and
to attest the affixing by his signature.

     SECTION 9. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries, in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     The Treasurer and Assistant Treasurers

     SECTION 10. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.

     SECTION 11. The Treasurer shall disburse the funds of the corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.

     SECTION 12. If required by the Board of Directors, the Treasurer shall give
the corporation a bond in such sum and

                                       -8-



with such surety or sureties as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of his office and for the restoration
to the corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, moneys and other property of
whatever kind in his possession or under his control belonging to the
corporation.

     SECTION 13. The Assistant Treasurer, or, if there shall be more than one,
the Assistant Treasurers, in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                   ARTICLE IX

                            CERTIFICATES FOR SHARES

     SECTION 1. The shares of the corporation shall be represented by
certificates signed by the President or a Vice President and the Secretary or an
Assistant Secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.

     When the corporation is authorized to issue shares of more than one class,
every certificate shall set forth upon the face or back of such certificate a
statement of the designations, preferences, limitations and relative rights of
the shares of each class authorized to be issued, as required by the laws of the
State of Texas.

     SECTION 2. The signaures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon any such certificate shall have ceased
to be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issue.

                                Lost Certificates

     SECTION 3. The Board of Directors may direct a new certificate to be issued
in place of any certificate theretofore issued by the corporation alleged to
have been lost or destroyed. When authorizing such issue of a new

                                       -9-



certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               Transfer of Shares

     SECTION 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old
certificate canceled and the transaction recorded upon the books of the
corporation.

                            Closing of Transfer Books

     SECTION 5. For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders, or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other purpose, the Board of Directors may provide that
the stock transfer books shall be closed for a stated period but not to exceed,
in any case, fifty (50) days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix, in advance, a date as the record date for any
such determination of shareholders, such date in any case to be not more than
fifty (50) days and, in case of a meeting of shareholders, not less than ten
(10) days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjourment thereof.

                                      -10-



                             Registered Shareholders

     SECTION 6. The corporation shall he entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of the State of Texas.

                                    ARTICLE X

                               GENERAL PROVISIONS

                                    Dividends

     SECTION 1. Subject to the provisions of the Certificate of Incorporation
relating thereto, if any, dividends may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
Certificate of Incorporation.

     SECTION 2. Before payment of any dividend, there may be set aside, out of
any funds of the corporation available for dividends, such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for repairing or maintaining any property
of the corporation, or for such other purpose as the directors shall think
conducive to the interest of the corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.

                                     Checks

     SECTION 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   Fiscal Year

     SECTION 4. The fiscal year of the corporation shall begin on the first day
of June in each year, unless otherwise provided by the Board of Directors.

                                      Seal

     SECTION 5. The corporate seal of the corporation shall

                                      -11-



be in such form as the Board of Directors shall prescribe. Said seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

                        Reliance on Books and Statements

     SECTION 6. A director shall be fully protected in relying in good faith
upon the books of account of the corporation or statements prepared by any of
its officials as to the value and amount of the assets, liabilities and/or net
profits of the corporation, or any other facts pertinent to the existence and
amount of surplus or other funds from which dividends might properly be declared
and paid.

                        Contracts - Interest of Director

     SECTION 7. No contract or other transaction between the corporation and any
other corporation and no other act of the corporation shall, in the absence of
fraud, be invalidated or in any way affected by the fact that any of the
directors of the corporation are pecuniarily or otherwise interested in such
contract, transaction or other act, or are directors or officers of such other
corporation. Any director of the corporation, individually, or any firm or
association of which any such director may be a member, may be a party to, or
may be pecuniarily or otherwise interested in, any contract or transaction of
the corporation, provided that the fact that he individually or such firm or
association is so interested shall be disclosed or shall have been known to the
Board of Directors; and any director of the corporation who is so interested may
be counted in determining the existence of a quorum at any meeting of the Board
of Directors which shall authorize any such contract or transaction, and may
vote thereat to authorize any such contract or transaction with like force and
effect as if he were not such director or officer of such other corporation or
not so interested, every director of the corporation being hereby relieved from
any disability which might otherwise prevent him from carrying out transactions
with or contracting with the corporation for the benefit of himself or any firm,
corporation, association, trust or organization in which or with which he may be
in anywise interested or connected.

     Any contract, transaction or act of the corporation or by the Board of
Directors which shall be ratified by a majority of the shareholders entitled to
vote at any annual meeting or at any special meeting called for that purpose
shall be as valid and binding as though ratified by every shareholder of the
corporation; provided, however, that any failure of the shareholders to approve
or ratify such

                                      -12-



contract, transaction or act when and if submitted, shall not be deemed in any
way to invalidate the same or to deprive the corporation, its directors or
officers of their right to proceed with such contract, transaction or action.

                    Indemnification - Directors and Officers

     SECTION 8. The corporation may indemnify every person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the corporation, by
reason of the fact that said person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amount paid in settlement incurred by said person in
connection with such action, suit or proceeding, to the full extent permitted by
the laws of the State of Texas in effect from time to time. The corporation
shall have the right and power to purchase and maintain insurance in such
principal amounts as shall be approved by resolution of the Board of Directors
of the corporation from time to time on behalf of each said person against any
liability asserted against and incurred by said person in any such aforesaid
capacity, or arising out of said person's status as such, to the full extent
permitted by the laws of the State of Texas in effect from time to time.

                                   ARTICLE XI

                                   AMENDMENTS

     These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted at any regular or special meeting of shareholders, or of the directors,
at which a quorum is present or represented, by the affirmative vote of a
majority of the outstanding stock entitled to vote, or of a majority of the
directors of the corporation, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting.

                                      -13-

EX-3.55

                                                                    Exhibit 3.55

                          CERTIFICATE OF INCORPORATION
                                       OF
                               TXI CALIFORNIA INC.

                                    * * * * *

     1. The name of the corporation is TXI California Inc.

     2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

     3. The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

     4. The total number of shares of stock which the corporation shall have
authority to issue is One Thousand (1,000); all of such shares shall be without
par value.

     5. The board of directors is authorized to make, alter or repeal the bylaws
of the corporation. Election of directors need not be by written ballot.

     6. The name and mailing address of the sole incorporator is:

                          T. L. Ford
                          Corporation Trust Center
                          1209 Orange Street
                          Wilmington, Delaware 19801

     7. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (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 Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.

     8. The corporation shall indemnify its officers, directors, employees and
agents to the extent permitted by the General Corporation Law of Delaware.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 22nd day of December, 1997.


                                             /s/ T. L. Ford
                                             -----------------------------------
                                             Sole Incorporator
                                             T. L. Ford

                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 03:00 PM 12/22/1997
                                                          971442526 - 2831993

                                     Page 1

EX-3.56

                                                                    Exhibit 3.56

                                     BYLAWS

                                       OF

                               TXI CALIFORNIA INC.

                                      * * *

                                    ARTICLE I

                                     OFFICES

          SECTION 1. In addition to its principal office in the State of Texas,
the corporation may also have offices at such other places both within and
without the State of Texas as the Board of Directors shall from time to time
determine.

                                   ARTICLE II

                         ANNUAL MEETING OF SHAREHOLDERS

          SECTION 1. All meetings of shareholders for the election of Directors
shall be held in the City of Dallas, State of Texas, at such place as may be
fixed from time to time by the Board of Directors, or at such other place either
within or without the State of Texas as shall be designated from time to time by
the Board of Directors and as stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

          SECTION 2. Annual Meetings of Shareholders, commencing with the year
1998, shall be held each year on the second Tuesday of October, if not a legal
holiday, then on the next secular day following, at 10:30 a.m. in the forenoon,
at which they shall elect, by a plurality vote, a Board of Directors, and
transact such other business as may properly be brought before the meeting;
provided, however, that the shareholders may, by a written agreement signed by
the holders of all outstanding shares of stock entitled to general voting
rights, establish a manner of election or selection of directors other than by a
plurality vote during the term of such written agreement.

          SECTION 3. Written or printed notice of every meeting of shareholders
stating the place, day and hour, and purpose of the meeting shall be delivered
to each shareholder of record entitled to vote at such meeting not less than ten
(10) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, by the Secretary, the officer performing said duties or
the persons calling the meeting.

          SECTION 4. Special meetings of shareholders for any purpose other than
the election of directors may be held at such time and place within or without
the State of Texas as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

Bylaws of TXI California Inc.                                             Page 1



          SECTION 5. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the Chairman of the Board or any two (2) members
of the Board of Directors, and shall be held at the request, in writing, of
shareholders owning not less than one-half (1/2) of the entire capital stock
having voting power.

          SECTION 6. The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

          SECTION 7. At least ten (10) days before every election of directors,
a complete list of shareholders entitled to vote at said election, arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the Secretary. Such list shall be open to the
examination of any shareholder at the office of the corporation in the City of
Dallas, Texas for said ten (10) days, an shall be produced and kept at the time
an place of election during the whole of the time thereof, subject to the
inspection of any shareholder who may be present.

                                   ARTICLE III

                           QUORUM AND VOTING OF STOCK

          SECTION 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

          SECTION 2. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power, present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes or
of the Certificate of Incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

          SECTION 3. Each outstanding share of stock having voting power shall
be entitled to one (1) vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. No proxy
shall be valid after three (3) years from the date of its execution unless
otherwise provided in such proxy. Each proxy shall be revocable unless expressly
provided therein to be irrevocable or unless otherwise made irrevocable by law.

Bylaws of TXI California Inc.                                             Page 2



          Subject to the provision set forth in Section 2 of Article II of these
Bylaws, in all elections for directors, every shareholder entitled to vote shall
have the right to vote, in person or by proxy, the number of shares of stock
owned by him or her, for as many persons as there are directors to be elected
and for whose election he or she has a right to vote, but there shall be no
right to cumulative voting.

          SECTION 4. Any action required to be taken at a meeting of
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.

                                   ARTICLE IV

                                    DIRECTORS

          SECTION 1. The property and business of the corporation shall be
managed by a Board of not less than three (3) nor more than seven (7) directors.
The first Board shall consist of three (3) directors. Thereafter, within the
limits herein specified, the number of directors shall be fixed and may be
changed, from time to time, by resolution of the Board of Directors or by the
shareholders at the annual meeting. The Directors, other than the first Board of
Directors, shall be elected at the annual meeting of shareholders, except as
provided in Section 2 of this Article IV of these Bylaws, and each director
elected shall hold office until his successor shall be elected and shall
qualify. Directors need not be shareholders. The first Board of Directors shall
hold office until the first annual meeting of shareholders, unless sooner
removed by an affirmative vote of the majority of the issued and outstanding
shares of stock entitled to vote on the elections of directors as hereinafter
provided.

          SECTION 2. Any vacancy occurring in the Board of Directors may be
filled by affirmative vote of a majority of the authorized directors immediately
prior to the occurrence of such vacancy. A director elected to fill a vacancy
shall be elected for the unexpired portion of the term of his predecessor in
office.

          Any directorships to be filled by reason of an increase in the number
of directors may be filled by the affirmative vote of a majority of the
authorized number of directors immediately prior to any such increase. A
director elected to fill a newly created directorship shall serve until the next
succeeding annual meeting of shareholders and until his successor shall have
been duly elected and qualified, unless sooner displaced.

          Any director may be removed at any time, for cause or without cause,
by an affirmative vote of the holders of a majority of the issued and
outstanding shares of stock entitled to vote on the elections of directors.

          SECTION 3. The business affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these Bylaws directed or required to be exercised or done
by the shareholders.

Bylaws of TXI California Inc.                                             Page 3



          SECTION 4. The directors may keep the books of the corporation, except
such as are required by law to be kept within or without the State of Texas, at
such place or places as they from time to time determine.

          SECTION 5. The Board of Directors shall have power to authorize the
payment of compensation to the directors for services to the corporation,
including fees for attendance at meetings of the Board of Directors, of the
Executive Committee and of other committees and to determine the amount of such
compensation and fees.

                                    ARTICLE V

                       MEETINGS OF THE BOARD OF DIRECTORS

          SECTION 1. The first meeting of each newly elected Board of Directors
shall be held at the same place as the annual meeting of the shareholders
immediately after such meeting or at such other time and place specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver signed by all of the
Directors.

          SECTION 2. Meetings of the Board of Directors shall be held at the
times fixed by resolutions of the Board and at other times upon call of the
Chairman of the Board or any two (2) directors and such meetings, whether
regular or special, may be held either within or without the State of Texas. The
Secretary or officer performing said duties shall give reasonable notice (which
shall be at least, but need not in any event exceed ten (10) days) of all
meetings of directors, provided that a meeting may be held without notice
immediately after the annual meeting of shareholders, and notice need not be
given of regular meetings held at times fixed by resolutions of the Board.
Meetings may be held at any time without notice if all directors are present or
if those not present sign written waivers of notice either before or after the
meeting. Notice by mail or telegraph to the usual business or residence address
of the directors not less than the time above specified before the meeting shall
be sufficient. A majority of the then authorized directors shall constitute a
quorum for the transaction of business and the act of a majority of the then
authorized directors shall be the act of the Board of Directors.

          SECTION 3. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

          SECTION 4. Any action required or permitted to be taken at any meeting
of the Board of Directors, or any committee thereof, may be taken without a
meeting if all members of the Board, or such committee, consent thereto in
writing and the writing or writings are filed with the minutes of the
proceedings of the Board or committee.

Bylaws of TXI California Inc.                                             Page 4



                                   ARTICLE VI

                              EXECUTIVE COMMITTEE

          SECTION 1. The Board of Directors may, by resolution adopted by a
majority of the whole then authorized Board, appoint an Executive Committee to
consist of the Chairman of the Board and such number of the directors as the
majority of the whole of said Board may from time to time determine, which
committee, to the extent provided in such resolution, shall have and exercise
all of the authority of the Board of Directors in the management of the
corporation, except as otherwise required by law. Vacancies in the membership of
the Committee shall be filled by a majority of the whole said Board at a regular
or special meeting of the Board of Directors. The Executive Committee shall keep
regular minutes of its proceedings and report the same to the Board when
required.

                                   ARTICLE VII

                                     NOTICES

          SECTION 1. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these Bylaws, notice is required to be given
to any director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or shareholder, at his address as it appears on the records of the
corporation, with postage prepaid, and such notice shall be deemed to be given
at the time when the same shall be deposited in the United States Postal
Service. Notice to any director or shareholder may also be given by telegram or
delivered in person.

          SECTION 2. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the Certificate of
Incorporation or these Bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                  ARTICLE VIII

                                    OFFICERS

          SECTION 1. The Board of Directors, as soon as may be after the
election of directors in each year, shall elect a President, one or more Vice
Presidents, a Secretary and a Treasurer, and may from time to time elect a
Chairman of the Board and such other officers as they may deem proper. None of
such officers (except for the Chairman of the Board) need be a member of the
Board of Directors. The Board of Directors may appoint from the members of the
Executive Committee, a Chairman of the Executive Committee, if they shall have
established as Executive Committee pursuant to Article VI of these Bylaws.

Bylaws of TXI California Inc.                                             Page 5



          SECTION 2. The officers of the corporation shall hold office until
their successors are elected and qualify. Any officer elected or appointed by
the Board of Directors may be removed at any time with or without cause by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the corporation shall be filled by the Board of Directors.

          SECTION 3. The Board of Directors may authorize the execution of
contracts of employment between the corporation and one (1) or more of the
officers of the corporation. Removal of any such officer from his or her office
without cause by the directors shall not of itself affect any right to
compensation which such removed officer may have under such contract.

                            The Chairman of the Board

          SECTION 4. The Chairman of the Board shall preside at all meetings of
the shareholders and directors, including meetings of the Executive Committee,
at which such officer is present.

                    The Chairman of the Executive Committee

          Section 5. The Chairman of the Executive Committee, if such office
shall have been filled by the Board of Directors, shall, in the absence of the
Chairman of the Board, preside at all meetings of the shareholders and
directors.

                                  The President

          SECTION 6. Except as otherwise provided by the Board of Directors, the
President shall be the chief executive officer of the corporation and shall
have, within the limitations and subject to the procedures established from time
to time by resolution of the Board of Directors, general and active management
of the business of the corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect.

                                The Vice Presidents

          SECTION 7. The Vice President, if there shall be one, or if there
shall be more than one, the Vice Presidents, in the order determined by the
Board of Directors, shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                     The Secretary and Assistant Secretaries

          SECTION 8. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
such meetings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He or she shall give, or cause
to be given, notice of all meetings of the shareholders and special meetings of
the Board of Directors, and shall perform such other duties as may be prescribed
by the Board of Directors or President, under whose supervision he or she shall
be.

Bylaws of TXI California Inc.                                             Page 6



He or she shall have custody of the corporate seal of the corporation and he,
she, or an Assistant Secretary, shall have the authority to affix the same to
any instrument requiring it and when so affixed it may be attested by his
signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.

          SECTION 9. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries, in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     The Treasurer and Assistant Treasurers

          SECTION 10. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.

          SECTION 11. The Treasurer shall disburse the funds of the corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.

          SECTION 12. If required by the Board of Directors, the Treasurer shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his or her office and for the restoration to the corporation, in
case of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, moneys and other property of whatever kind in his or
her possession or under his control belonging to the corporation.

          SECTION 13. The Assistant Treasurer, or, if there shall be more than
one, the Assistant Treasurers, in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                                   ARTICLE IX

                            CERTIFICATES FOR SHARES

          SECTION 1. The shares of the corporation shall be represented by
certificates signed by the President or a Vice President and the Secretary or an
Assistant Secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.

Bylaws of TXI California Inc.                                             Page 7



          When the corporation is authorized to issue shares of more than one
class, every certificate shall set forth upon the face or back of such
certificate a statement of the designations, preferences, limitations and
relative rights of the shares of each class authorized to be issued, as required
by the laws of the State of Delaware.

          SECTION 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon any such certificate shall have ceased
to be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he or she were such officer at the date
of its issue.

                                Lost Certificates

          SECTION 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               Transfer of Shares

          SECTION 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
corporation.

                            Closing of Transfer Books

          SECTION 5. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other purpose, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period but
not to exceed, in any case, fifty (50) days. If the stock transfer books shall
be closed for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed for at least
ten (10) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix, in advance, a date as the record
date for any such determination of shareholders, such date in any case to be not
more than fifty (50) days and, in case of a meeting of shareholders, not less
than ten (10) days prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of

Bylaws of TXI California Inc.                                             Page 8



Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.

                             Registered Shareholders

          SECTION 6. The corporation shall he entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Delaware.

                                    ARTICLE X

                               GENERAL PROVISIONS

                                    Dividends

          SECTION 1. Subject to the provisions of the Certificate of
Incorporation relating thereto, if any, dividends may be declared by the Board
of Directors at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in property or in shares of the capital stock, subject to any
provisions of the Certificate of Incorporation.

          SECTION 2. Before payment of any dividend, there may be set aside, out
of any funds of the corporation available for dividends, such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for repairing or maintaining any property
of the corporation, or for such other purpose as the directors shall think
conducive to the interest of the corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.

                                     Checks

          SECTION 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   Fiscal Year

          SECTION 4. The fiscal year of the corporation shall begin on the first
day of June in each year, unless otherwise provided by the Board of Directors.

Bylaws of TXI California Inc.                                             Page 9



                                      Seal

          SECTION 5. The corporate seal of the corporation shall be in such form
as the Board of Directors shall prescribe. Said seal may be used by causing it
or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

                        Reliance on Books and Statements

          SECTION 6. A director shall be fully protected in relying in good
faith upon the books of account of the corporation or statements prepared by any
of its officials as to the value and amount of the assets, liabilities and/or
net profits of the corporation, or any other facts pertinent to the existence
and amount of surplus or other funds from which dividends might properly be
declared and paid.

                        Contracts - Interest of Director

          SECTION 7. No contract or other transaction between the corporation
and any other corporation and no other act of the corporation shall, in the
absence of fraud, be invalidated or in any way affected by the fat that any of
the director of the corporation are pecuniarily or otherwise interested in such
contract, transaction or other act, or are directors or officers of such other
corporation. Any director of the corporation, individually, or any firm or
association of which any such director may be a member, may be a party to, or
may be pecuniarily or otherwise interested in, any contract or transaction of
the corporation, provided that the fact that he or she individually or such firm
or association is so interested shall be disclosed or shall have been known to
the Board of Directors; and any director of the corporation who is so interested
may be counted in determining the existence of a quorum at any meeting of the
Board of Directors which shall authorize any such contact or transaction, and
may vote thereat to authorize any such contract or transaction with like force
and effect as if he or she were not such director or officer of such other
corporation or not so interested, every director of the corporation being hereby
relieved from any disability which might otherwise prevent him or her from
carrying out transactions with or contracting with the corporation for the
benefit of himself or any firm, corporation, association, trust or organization
in which or with which he or she may be in anywise interested or connected.

          Any contract, transaction or act of the corporation or by the Board of
Directors which shall be ratified by a majority of the shareholders entitled to
vote at any annual meeting or at any special meeting called for that purpose
shall be as valid and binding as though ratified by every shareholder of the
corporation; provided, however, that any failure of the shareholders to approve
or ratify such contract, transaction or act when and if submitted, shall not be
deemed in any way to invalidate the same or to deprive the corporation, its
directors or officers of their right to proceed with such contract, transaction
or action.

                    Indemnification - Directors and Officers

          SECTION 8. The corporation may indemnify every person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or

Bylaws of TXI California Inc.                                            Page 10



in the right of the corporation, by reason of the fact that said person is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amount paid in settlement incurred by said person in connection with such
action, suit or proceeding, to the full extent permitted by the laws of the
State of Delaware in effect from time to time. The corporation shall have the
right and power to purchase and maintain insurance in such principal amounts as
shall be approved by resolution of the Board of Directors of the corporation
from time to time on behalf of each said person against any liability asserted
against and incurred by said person in any such aforesaid capacity, or arising
out of said person's status as such, to the full extent permitted by the laws of
the State of Delaware in effect from time to time.

                                   ARTICLE XI

                                   AMENDMENTS

          These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted at any regular or special meeting of shareholders, or of the directors,
at which a quorum is present or represented, by the affirmative vote of a
majority of the outstanding stock entitled to vote, or of a majority of the
directors of the corporation, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting.

Bylaws of TXI California Inc.                                            Page 11

EX-3.57

                                                                    Exhibit 3.57

                          CERTIFICATE OF INCORPORATION

                                       OF

                          TXI STRUCTURAL PRODUCTS, INC.

          1. The name of the corporation is

                          TXI STRUCTURAL PRODUCTS, INC.

          2. The address of its registered office in the State of Delaware is
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is THE CORPORATION TRUST COMPANY.

          3. The nature of the business or purposes to be conducted or promoted
is:

          To carry on, conduct and engage in any and every kind of
manufacturing, mining and construction business; to manufacture, mine, process,
fabricate, purchase or otherwise acquire, to design, invent or develop, to
import or export, to distribute, lease, sell, assign or otherwise dispose of and
generally to deal in and with aggregates and other minerals and raw materials,
products, goods, wares, merchandise and real and personal property of every kind
and character; to build, construct, pave, grade, repair or rebuild roads,
highways, bridges, drains, buildings and other structures and improvements of
all kinds and character, public or private; to contract for the performance of
any and all of the purposes set forth herein; and

          To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

          4. The total number of shares of stock which the corporation shall
have authority to issue is one hundred thousand (100,000) shares of common stock
of the par value of Ten Dollars ($10.00) each, amounting to One Million Dollars
($1,000,000.00).



          The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof are as follows:

          The holders of the common stock shall be entitled to dividends, when,
as and if declared by the Board of Directors of the corporation, payable at such
time or times as the Board of Directors may determine and any dividend declared
by the Board of Directors shall be declared and paid upon the outstanding shares
of common stock in equal amounts per share and without preference or priority of
one class of stock over the other.

          In the event of any liquidation, dissolution or winding up of the
affairs of the corporation, whether voluntary or involuntary, all assets and
funds of the corporation available for distribution to its stockholders shall be
distributed and paid over to the holders of the common stock and in equal
amounts per share and without preference or priority of one class of stock over
the other.

          The right to cumulative voting for the election of directors is
expressly denied.

          5. The same and mailing address of each incorporator is as follows:

        NAME               MAILING ADDRESS.
- ---------------------   ----------------------
Robert C. Moore         8100 Carpenter Freeway
                        Dallas, Texas 75247

Jo Ann Rowe             8100 Carpenter Freeway
                        Dallas, Texas 75247

Dennis E. Beach         8100 Carpenter Freeway
                        Dallas, Texas 75247

          6. The number of directors constituting the initial Board of Directors
is three (3), and the names and addresses of the persons who are to serve as
directors until the first annual meeting of stockholders or until their
successors are elected and qualified are:

                                       -2-



        NAME               MAILING ADDRESS
- ---------------------   ----------------------
Robert D. Rogers        8100 Carpenter Freeway
                        Dallas, Texas 75247

Fergus J. Walker, Jr.   8100 Carpenter Freeway
                        Dallas, Texas 75247

Ralph B. Rogers         8100 Carpenter Freeway
                        Dallas, Texas 75247

          7. The corporation is to have perpetual existence.

          8. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:

          To make, alter or repeal the by-laws of the corporation.

          To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.

          To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

          By a majority of the whole Board, to designate one or more committees,
each committee to consist of one or more of the directors of the corporation.
The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. The by-laws may provide that in the absence or disqualification
of a member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors,
or in the by-laws of the corporation, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the certificate of incorporation,
adopting

                                       -3-



an agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the corporation's
property and assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the by-laws of the
corporation; and, unless the resolution or by-laws expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.

          When and as authorized by the stockholders in accordance with statute,
to sell, lease or exchange all or substantially all of the property and assets
of the corporation, including its good will and its corporate franchises, upon
such terms and conditions and for such consideration, which may consist in whole
or in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as the Board of Directors
shall deem expedient and for the best interests of the corporation.

          9. Meetings of stockholders may be held within or without the State
of Delaware, as the by-laws may provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the by-laws of the corporation. Election of directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.

          10. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors

                                       -4-



and/or of the stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all of the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

          11. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

          WE THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and ceryifying that this is our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 21st day of
December, 1973.


                                                     /s/ Robert C. Moore
                                                     ---------------------------
                                                         Robert C. Moore


                                                     /s/ Jo Ann Rowe
                                                     ---------------------------
                                                         Jo Ann Rowe


                                                     /s/ Dennis E. Beach
                                                     ---------------------------
                                                         Dennis E. Beach

                                       -5-

EX-3.58

                                                                    Exhibit 3.58

                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 05/19/1994
                                                          944089749 - 797569

                           CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                    * * * * *

     TXI STRUCTURAL PRODUCTS, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation") does hereby certify:

FIRST: That the Board of Directors of the Corporation, by written consent filed
       with the minutes of the Board, adopted a resolution proposing and
       declaring advisable the following amendment to the Certificate of
       Incorporation of said corporation:

          "RESOLVED, THAT THE CERTIFICATE OF INCORPORATION OF THE CORPORATION BE
          AMENDED BY STRIKING ARTICLE 1. IN ITS ENTIRETY AND REPLACING THE
          FOLLOWING THEREFOR:

               "l. The name of the corporation is TXI Cement Company."

SECOND: That in accordance with Section 228 of the General Corporation Law of
        the State of Delaware, the above resolution approved by the Board of
        Directors of the Corporation was proposed to the sole stockholder of the
        Corporation and duly adopted by said sole stockholder by written consent
        as an amendment to the Certificate of Incorporation of the Corporation.

THIRD: That the aforesaid amendment was duly adopted in accordance with the
       applicable provisions of Section 242 of the General Corporation Law of
       the State of Delaware.

     IN WITNESS WHEREOF, said TXI Structural Products, Inc. has caused this
Certificate to be signed by its President, and attested by its Secretary, this
18th day of May, 1994.


                                                TXI STRUCTURAL PRODUCTS, INC.


                                                By: Richard M. Fowler
                                                    ----------------------------
                                                    Richard M. Fowler, President

ATTEST:


/s/ Robert C. Moore
- -----------------------------
Robert C. Moore, Secretary

EX-3.59

                                                                    Exhibit 3.59

                          TXI STRUCTURAL PRODUCTS, INC.

                                     BY-LAWS

                                    ARTICLE I

                                     OFFICES

          Section 1. The principal office shall be located in Wilmington,
Delaware.

          Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                         ANNUAL MEETINGS OF SHAREHOLDERS

          Section 1. All meetings of shareholders for the election of directors
shall be held in the City of Dallas, State of Texas, or at such place as may be
fixed from time to time by the board of directors.

          Section 2. Annual meetings of shareholders, commencing with the year
1974, shall be held on the 2nd Wednesday of October if not a legal holiday, and
if a legal holiday, then on the next secular day following, at 10:00 a. m., at
which they shall elect by a plurality vote a board of directors, and transact
such other business as may properly be brought before the meeting.

          Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be delivered not less than ten nor more
than sixty days before the date of the meeting by mail, by or at the direction
of the president, the secretary, or the officer or persons calling the meeting,
to each shareholder of record entitled to vote at such meeting.



                                   ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

          Section 1. Special meetings of shareholders for any purpose other than
the election of directors may be held at such time and place within or without
the State of Delaware as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.

          Section 2. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the charter, may be
called by the president, the board of directors, or the holders of not less than
one-tenth of all the shares entitled to vote at the meeting.

          Section 3. Written or printed notice of a special meeting stating the
place, day and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, by or at the direction of the president, the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting.

          Section 4. The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

          Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the charter. If, however,
such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders present in person or represented by proxy shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at



which a quorum shall be present or represented any business may be transacted
which might have been transacted at the meeting as originally notified.

          Section 2. If a quorum is present, the affirmative vote of a majority
of the shares of stock represented at the meeting shall be the act of the
shareholders unless the vote of a greater number of shares of stock is required
by law or the charter.

          Section 3. Each outstanding share of stock, having voting power, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact.

          Section 4. Any action required to be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.

                                    ARTICLE V

                                    DIRECTORS

          Section 1. The number of directors shall be three. Directors need not
be residents of the State of Delaware nor shareholders of the corporation. The
directors, other than the initial board of directors, shall be elected at the
annual meeting of the shareholders, and each director so elected shall serve
until the next succeeding annual meeting and until his successor shall have been
elected and qualified. The initial board of directors shall hold office until
the first annual meeting of shareholders.

          Section 2. Any vacancy occurring in the board of directors may



be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the board of directors. A director elected to fill
a vacancy shall be elected for the unexpired portion of the term of his
predecessor in office.

          Any directorship to be filled by reason of an increase in the number
of directors may be filled by the affirmative vote of a majority of the
directors present at a meeting at which a quorum is present. A director elected
to fill a newly created directorship shall serve until the next succeeding
annual meeting of shareholders.

          The board of directors shall fill vacancies occurring in the board by
reason of removal of directors without cause or for cause.

          Section 3. The business affairs of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the charter or by
these by-laws directed or required to be exercised or done by the shareholders.

          Section 4. The directors may keep the books of the corporation, except
such as are required by law to be kept within the state, outside of the State of
Delaware, at such place or places as they may from time to time determine.

          Section 5. The board of directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

          Section 1. Meetings of the board of directors, regular or special, may
be held either within or without the State of Delaware.



          Section 2. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the directors.

          Section 3. Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.

          Section 4. Special meetings of the board of directors may be called by
the president on 24 hours notice to each director, either personally or by mail
or by telegram; special meetings shall be called by the chairman of the board or
the president in like manner and on like notice on the written request of two
directors.

          Section 5. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at nor the purpose of, any regular or special meeting of the board of
directors need be specified in the notice or waiver of the notice of such
meeting.

          Section 6. A majority of the directors shall constitute a quorum for
the transaction of business unless a greater number is required by law or by the
charter. The act of a majority of the directors present at any meeting at which
a quorum is present shall be the act of the board of directors, unless the act
of a greater number is required by statute or by the charter. If a quorum shall
not be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a



or these by-laws, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

          Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers.

          Section 2. The board of directors at its first meeting after each
annual meeting of shareholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer, none of whom need be a member of
the board.

          Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices-for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

          Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

          Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                                  THE PRESIDENT

          Section 6. The president shall be the chief executive officer of



the corporation, shall preside at all meetings of the shareholders and the board
of directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

          Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                               THE VICE PRESIDENTS

          Section 8. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

          Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and shall record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such assistant secretary. The board



of directors may give general authority to any other officer to affix the seal
of the corporation and to attest the affixing by his signature.

          Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

          Section 11. The treasurer shall have the custody of the corporate
funds and securites and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

          Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetinga, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

          Section 13. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.



quorum shall be present.

          Section 7. Any action required or permitted to be taken at a meeting
of the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled to
vote with respect to the subject matter thereof.

                                   ARTICLE VII

                               EXECUTIVE COMMITTEE

          Section 1. The board of directors, by resolution adopted by a majority
of the number of directors fixed by the by-laws or otherwise, may designate two
or more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the board of directors in the management of the corporation, except as
otherwise required by law. Vacancies in the memebership of the committee shall
be filled by the board of directors at a regular or special meeting of the board
of directors. The executive committee shall keep regular minutes of its
proceedings and report the same to the board when required.

                                  ARTICLE VIII

                                     NOTICES

          Section 1. Whenever, under the provisions of the statutes or of the
charter or of these by-laws, notice is required to be given to any director or
shareholder, it shall not be construed to mean personal notice, but such notice
may be given in writing, by mail, addressed to such director or shareholder, at
his address as it appears on the records of the corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Notice to directors may
also be given by telegram.

          Section 2. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the charter



          Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                                    ARTICLE X

                             CERTIFICATES FOR SHARES

          Section 1. The shares of the corporation shall be represented by
certificates signed by any two officers of the corporation designated for the
purpose, and may be sealed with the seal of the corporation or a facsimile
thereof.

          When the corporation is authorized to issue shares of more than one
class there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued and, if the corporation is authorized to
issue any preferred or special class in series, the variations in the relative
rights and preferences between the shares of each such series so far as the same
have been fixed and determined and the authority of the board of directors to
fix and determine the relative rights and preferences of subsequent series.

          Section 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued,



it may be issued by the corporation with the same effect as if he were such
officer at the date of its issue.

                                LOST CERTIFICATES

          Section 3. The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

          Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
corporation.

                            CLOSING OF TRANSFER BOOKS

          Section 5. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or any adjournment thereof
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors may provide that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, forty days. If the stock transfer books
shall be closed for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such books shall be closed for at
least ten days immediately preceding such meeting.



In lieu of closing the stock transfer books, the board of directors may fix in
advance a date as the record date for any such determination of shareholders not
less than ten days prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.

                             REGISTERED SHAREHOLDERS

          Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                              LIST OF SHAREHOLDERS

          Section 7. A list of shareholders as of the record date, certified by
the corporate officer responsible for its preparation or the transfer agent,
shall be open for inspection at any meeting of shareholders. If the right to
vote at any meeting is challenged, the person presiding thereat may rely on such
list as evidence of the right of the persons challenged to vote at such meeting.



                                   ARTICLE XI

                               GENERAL PROVISIONS

                                    DIVIDENDS

          Section 1. Subject to the provisions of the charter relating thereto,
if any, dividends may be declared by the board of directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property or
in shares of the capital stock, subject to any provisions of the charter.

          Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

          Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

                                   FISCAL YEAR

          Section 4. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                      SEAL

          Section 5. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.



                                   ARTICLE XII

                                   AMENDMENTS

          Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted at any regular or special meeting of shareholders by a
majority of the shares represented at a meeting at which a quorum is present or
represented and entitled to vote thereon.

EX-3.60

                                                                    Exhibit 3.60

                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 04/23/1996
                                                          960117291 - 2610917

                          CERTIFICATE OF INCORPORATION

                                       OR

                                 TXI TEXAS, INC.

                                ARTICLE 1 - NAME

     The name of the corporation is TXT TEXAS, Inc.

                          ARTICLE 2 - REGISTERED AGENT

     The address of the corporation's registered office in Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of the corporation's registered agent at such address is
The Corporation Trust Company.

                               ARTICLE 3 - PURPOSE

     The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.

                            ARTICLE 4 - CAPITAL STOCK

     The aggregate number of shares of stock that the corporation shall have
authority to issue is 10,000. All of such shares shall be of the par value of
$0.10 per share, shall be of the same class and shall be designated as "Common
Stock."

                            ARTICLE 5 - INCORPORATOR

     The name and mailing address of the sole incorporator is as follows:

   Name               Mailing Address
- ----------     ----------------------------

Dan Busbee     Locke Purnell Rain Harrell
               (A Professional Corporation)
               2200 Ross Avenue, Suite 2200
               Dallas, Texas 75201-6776

                          ARTICLE 6 - INITIAL DIRECTORS

     The number of directors constituting the initial Board of Directors is
three. Thereafter, the number of directors constituting the Board of Directors
shall be fixed by or in accordance with the bylaws of the corporation. The
following



persons shall serve as the directors of the corporation until the first annual
meeting of stockholders of the corporation or until their successors are duly
elected and qualified:

      Name                        Address
- -----------------    --------------------------------

Richard M. Fowler    1341 Mockingbird Lane, 7th Floor
                     Dallas, TX 75247

James C. McCraw      1341 Mockingbird Lane, 7th Floor
                     Dallas, TX 75247

Robert C. Moore      1341 Mockingbird Lane, 7th Floor
                     Dallas, TX 75247

                        ARTICLE 7 - NO CUMULATIVE VOTING

     Cumulative voting in the election of directors or otherwise is hereby
expressly prohibited.

                      ARTICLE 8 - PREEMPTIVE RIGHTS DENIED

     No stockholder shall have, as a stockholder of the corporation, any
preemptive right to acquire, purchase or subscribe for the purchase of any or
all additional issues of stock of the corporation or any or all classes or
series thereof, or for any securities convertible into such stock, whether now
or hereafter authorized.

                               ARTICLE 9 - BYLAWS

     The initial bylaws of the corporation shall be adopted by the Board of
Directors. The power to alter, amend or repeal the bylaws or adopt new bylaws,
subject to the right of the stockholders to adopt, amend or repeal the bylaws,
is vested in the Board of Directors.

                           ARTICLE 10 - INDEMNIFICATION

     To the fullest extent permitted by the General Corporation Law of Delaware,
as the same may be amended from time to time, the corporation shall indemnify
any and all of its directors and officers, former directors and officers, and
any person who may have served at the corporation's request as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise.

CERTIFICATE OF INCORPORATION - Page 2



                         ARTICLE 11 - DIRECTOR LIABILITY

     To the fullest extent permitted by the General Corporation Law of Delaware,
as the same may be amended from time to time, a director or former director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director. No
repeal, amendment or modification of this Article, whether direct or indirect,
shall eliminate or reduce its effect with respect to any act or omission of a
director or former director of the corporation prior to such repeal, amendment
or modification.

                             ARTICLE 12 - AMENDMENTS

     The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

     IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of April,
1996.


                                                   /s/  Dan Busbee
                                                   -----------------------------
                                                   Dan Busbee, Incorporator

CERTIFICATE OF INCORPORATION - Page 3

EX-3.61

                                                                    Exhibit 3.61

    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:30 PM 11/14/1997
   971389510 - 2610917

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 TXI TEXAS, INC.

          We, the undersigned, Richard M. Fowler and Robert C. Moore,
respectively Vice President and Secretary of TXI Texas, Inc., a Delaware
corporation, DO HEREBY CERTIFY:

          FIRST: That, at a meeting of the Board of Directors of TXI Texas,
Inc., duly convened and held on October 21, 1997, a resolution was duly adopted
setting forth the following proposed amendment to the Certificate of
Incorporation of TXI Texas, Inc. and declaring said amendment advisable:

          RESOLVED, that Article First of the Company's Certificate of
     Incorporation be amended in its entirety to read as follows:

               "FIRST: The name of this corporation is TXI Corp."

          SECOND: That thereafter, pursuant to Section 242 of the General
Corporation Law of the State of Delaware, a summary of the proposed amendment
was submitted to the stockholders of TXI Texas, Inc. for their approval or
disapproval thereof at the annual meeting of said stockholders held on October
21, 1997.

          THIRD: That at such annual meeting of stockholders, such amendment was
adopted in accordance with the provision of said Section 242 of the General
Corporation Law of the State of Delaware.

          FOURTH: That the proposed amendment received in favor thereof the
votes of at least a majority of the outstanding stock entitled to vote thereon,
and a majority of the outstanding stock of each class entitled to vote thereon
as a class.

          FIFTH: That the proposed amendment to the Certificate of Incorporation
of TXI Texas, Inc. has been duly adopted in accordance with Section 242 of the
General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, TXI Texas, Inc. has caused its corporate seal to
be hereunto affixed and this certificate to be signed by Richard M. Fowler, a
Vice President, and Robert C. Moore, its Secretary, this 13th day of November,
1997.

ATTEST:                                     TXI TEXAS, INC.


By /s/ Robert C. Moore                      By /s/ Richard M. Fowler
   ---------------------------                 ---------------------------------
   Robert C. Moore, Secretary                  Richard M. Fowler, Vice President

STATE OF TEXAS     (S)
                   (S)
COUNTY OF DALLAS   (S)

          Before me, the undersigned authority, on this day personally appeared
Richard M. Fowler, Vice President of TXI Texas, Inc., a corporation, known to me
to be the person whose name ins subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and consideration
therein expressed, in the capacity stated, and as the act and deed of said
corporation.

          Given under my hand and seal of office this 13th day of November,
1997.


    /s/ Illegible                            -----------------------------------
    ---------------------------------------         GWYNN E. HERRICK
    Notary Public in and for State of Texas   [SEAL]  Notary Public
                                                     STATE OF TEXAS
    My Commission Expires                       My Comm. Exp. 09/02/2000
                         -------------       -----------------------------------

EX-3.62

                                                                    Exhibit 3.62

                                     BYLAWS
                                       OF
                                 TXI TEXAS, INC.

                               ARTICLE 1 - OFFICES

     Section 1. Registered Office. The registered office shall be located in the
City of Wilmington, County of New Castle, State of Delaware.

     Section 2. Other Offices. The corporation also may have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or as the business of the corporation
may require.

                    ARTICLE 2 - MEETINGS OF THE STOCKHOLDERS

     Section 1. Place of Meetings. All meetings of the stockholders for the
election of directors or for any other proper purpose shall be held in such
place within or without the State of Delaware as the Board of Directors may from
time to time designate, as stated in the notice of such meeting or a duly
executed waiver of notice thereof.

     Section 2. Annual Meeting. An annual meeting of the stockholders shall be
held at such time and date as the Board of Directors may determine. At such
meeting the stockholders entitled to vote thereat shall elect a Board of
Directors, and may transact such other business as properly may be brought
before the meeting.

     Section 3. Special Meeting. Special meetings of the stockholders may be
called by the Chairman of the Board of Directors, the President, the Board of
Directors or the holders of not less than ten percent (10%) of all shares
entitled to vote at the meeting.

     Section 4. Notice of Annual or Special Meeting. Written or printed notice
stating the location, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than sixty (60) days before the date
of the meeting, either personally or by mail, by or at the direction of the
Chairman of the Board, the President, the Secretary, or the officer or, person
calling the meeting, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the stockholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid.



     Section 5. Business at special Meeting. The business transacted at any
special meeting of the stockholders shall be limited to the purposes stated in
the notice thereof.

     Section 6. Quorum of Stockholders. Unless otherwise provided in the
Certificate of Incorporation or applicable law, the holders of a majority of the
shares entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of the stockholders. If, however, a quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
present in person or represented by proxy shall have power to adjourn the
meeting from time to time, without notice other than announcement of location,
day, and hour of the adjourned meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified, unless the adjournment is for more than
thirty (30) days or a new record date is fixed for the adjourned meeting, in
which case notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at such meeting. The stockholders present at a duly
organized meeting may continue to transact business until adjournment, and the
subsequent withdrawal of any stockholder or the refusal of any stockholder to
vote shall not affect the presence of quorum at the meeting.

     Section 7. Act of Stockholders' Meeting. Except with respect to the
election of directors, the vote of the holders of a majority of the shares
entitled to vote and represented in person or by proxy at a meeting at which a
quorum is present shall be the act of the stockholders' meeting, unless the vote
of a greater number is required by law or the Certificate of Incorporation.
Unless otherwise provided in the Certificate of Incorporation, directors shall
be elected by a plurality of the votes cast by the holders of shares entitled to
vote in the election of directors at a meeting of stockholders at which a quorum
is present and all elections of directors shall be by written ballot. Where a
separate vote by a class or classes is required, a majority of the outstanding
shares of such class or classes, present in person or represented by proxy,
shall constitute a quorum entitled to take action with respect to that vote on
that matter and the affirmative vote of the majority of shares of such class or
classes present in person or represented by proxy at the meeting shall be the
act of such class.

     Section 8. Voting of Shares. Each outstanding share shall be entitled to
one vote on each matter submitted to a vote at a meeting of the stockholders,
except to the extent that the voting rights of the shares of any class are
limited or denied by the Certificate of Incorporation or by a resolution of the
Board of Directors designating a series of preferred stock. At each election for
directors, every stockholder entitled to vote at such election shall have the
right to vote, in person or by proxy, the

                                        2



number of shares owned by him for as many persons as there are directors to be
elected and for whose election he has the right to vote. Unless permitted by the
Certificate of Incorporation, no stockholder shall be entitled to cumulate his
votes by giving one candidate as many votes as the number of such directors to
be elected multiplied by the number of shares owned by such stockholder or by
distributing such votes on the same principle among any number of such
candidates.

     Section 9. Proxies. At any meeting of the stockholders, each stockholder
having the right to vote shall be entitled to vote either in person or by proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after three (3) years from its date of
execution unless otherwise provided in the proxy. Each proxy shall be revocable
unless expressly provided therein to be irrevocable and the proxy is coupled
with an interest or otherwise made irrevocable by law.

     Section 10. Voting List. The officer or agent having charge of the stock
ledger of the corporation shall make, at least ten (10) days before each meeting
of the stockholders, a complete list of the stockholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and number of shares held by each, which list shall be
maintained, for a period of ten (10) days prior to such meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held, and shall be subject to inspection by any
stockholder at any time during the usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any stockholder during the whole time of the meeting. The
original stock ledger shall be the only evidence as to who are the stockholders
entitled to examine such list or transfer books of the corporation or to vote at
any such meeting of stockholders.

     Section 11. Action by Written Consent Without a Meeting. Any action
required or permitted by law, the Certificate of Incorporation, or these bylaws
to be taken at a meeting of the stockholders may be taken without a meeting,
without prior notice, and without a vote, if a consent in writing, setting forth
the action so taken, is signed by the holders of stock having not less than the
minimum number of votes that would be necessary to take such action at a meeting
at which the holders of all shares entitled to vote on the action were present
and voting. Consent does not have to be unanimous. Every written consent must
bear the date of signature of each stockholder who signs the consent. No written
consent shall be effective to take the action that is the subject of the consent
unless, within sixty (60) days after the date of the earliest dated consent
delivered to the corporation in the manner required by this Section 11, a
consent or consents

                                        3



signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take the action that is the subject
of the consent are delivered to the corporation by delivery to its registered
office, its principal place of business, or an officer to agent of the
corporation having custody of the books in which proceedings of meetings of
stockholders are recorded. Delivery shall be by hand or certified or registered
mail, return receipt requested. Delivery to the corporation's principal place of
business shall be addressed to the President or Chief Executive Officer of the
Corporation. Prompt notice of the taking of any action by stockholders without a
meeting by less than unanimous written consent shall be given to those
stockholders who did not consent in writing to the action.

                         ARTICLE 3 - BOARD OF DIRECTORS

     Section 1. Powers. The business and affairs of the corporation shall be
managed by or under the direction of its Board of Directors, which may exercise
all such powers of the corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these bylaws
directed or required to be exercised and done by the stockholders.

     Section 2. Number of Directors. The number of directors shall consist of
one (1) or more members as determined from time to time in accordance with these
bylaws by resolution of the Board of Directors, but no decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director.

     Section 3. Election and Term. The directors, other than the initial
directors, shall be elected at the annual meeting of the stockholders except as
provided in Section 4 of this Article 3, and each director of the corporation
shall hold office until his successor is elected and qualified or until his
death, resignation or removal. Unless required by the Certificate of
Incorporation, directors need not be residents of the State of Delaware or
stockholders of the corporation.

     Section 4. Vacancies. Any vacancy occurring in the Board of Directors shall
be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors, or if no directors remain,
by an election at an annual or special meeting of the stockholders called for
that purpose. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. Any directorship to be filled by
reason of an increase in the number of directors may be filled by the
affirmative vote of a majority of the directors. A director elected to fill a
newly created directorship shall hold office until his successor is elected and
qualified or until his death, resignation or removal.

                                        4



     Notwithstanding the preceding provisions of this Section 4, whenever the
holders of any class or series of shares are entitled to elect one or more
directors by the provisions of the Certificate of Incorporation, any vacancies
in such directorships and any newly created directorships of such class or
series to be filled by reason of an increase in the number of such directors may
be filled by the affirmative vote of a majority of the directors elected by such
class or series then in office or by a sole remaining director so elected.

     Unless otherwise provided in the Certificate of Incorporation or these
bylaws, when one (1) or more directors shall resign from the Board of Directors
effective at a future date, a majority of the directors then in office,
including those who so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective, and each director so chosen shall hold office as
provided in this Section 4 in the filling of other vacancies.

     Section 5. Resignation and Removal. Any director may resign at any time
upon giving written notice to the corporation. At any meeting of stockholders
called expressly for the purpose of removing a director or directors, any
director or the entire Board of Directors may be removed, with or without cause,
by a vote of the holders of a majority of the shares then entitled to vote at an
election of directors.

     Section 6. Compensation of Directors. As specifically prescribed from time
to time by resolution of the Board of Directors, the directors of the
corporation may be paid their expenses of attendance at each meeting of the
Board and may be paid a fixed sum for attendance at each meeting of the Board or
a stated salary in their capacity as directors. This provision shall not
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.

     Section 7. Chairman of the Board. The Board of Directors, at its first
meeting after each annual meeting of stockholders, shall elect one of its
members Chairman of the Board. The Chairman of the Board shall preside at all
meetings of the Board of Directors and shall have such other powers and duties
as usually pertain to such position or as may be delegated by the Board of
Directors.

                        ARTICLE 4 - MEETINGS OF THE BOARD

     Section 1. First Meeting. The first meeting of each newly elected Board of
Directors shall be held immediately following the annual meeting of the,
stockholders and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present.

                                        5



     Section 2. Regular Meetings. Regular meetings of the Board of Directors may
be held with or without notice at such time and at such place either within or
without the State of Delaware as from time to time shall be prescribed by the
Board of Directors.

     Section 3. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board, the President or by a majority of the
Board of Directors. Written notice of special meetings of the Board of Directors
shall be given to each director at least twenty-four (24) hours before the time
of the meeting.

     Section 4. Business at Regular or Special Meeting. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting.

     Section 5. Quorum of Directors. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, unless a greater number is
required by law or the Certificate of Incorporation. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

     Section 6. Act of Directors' Meeting. The act of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless the act of a greater number is required by law or
the Certificate of Incorporation.

     Section 7. Action by Unanimous Written Consent Without a Meeting. Any
action required or permitted to be taken at a meeting of the Board of Directors
or any executive committee under the provisions of any applicable law, the
Certificate of Incorporation or these bylaws may be taken without a meeting if a
consent in writing setting forth the action so taken is signed by all members of
the Board of Directors or of the executive committee, as the case may be. Such
consent shall have the same force and effect as a unanimous vote of the Board of
Directors or of the executive committee, as the case may be.

     Section 8. Interested Directors. No contract or transaction between the
corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee

                                        6



thereof that authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if:

          (a) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the Board of
     Directors or the committee, and the Board of Directors or committee in good
     faith authorizes the contract or transaction by the affirmative vote of a
     majority of the disinterested directors, even though the disinterested
     directors be less than a quorum; or

          (b) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the stockholders
     entitled to vote thereon, and the contract or transaction is specifically
     approved in good faith by vote of the stockholders; or

          (c) The contract or transaction is fair as to the corporation as of
     the time it is authorized, approved, or ratified by the Board of Directors,
     a committee thereof, or the stockholders.

Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee that authorizes
the contract or transaction.

                             ARTICLE 5 - COMMITTEES

     The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members an executive committee
and one or more other committees, each of which, to the extent provided in such
resolution or in the Certificate of Incorporation or in these bylaws, shall have
and may exercise all the authority of the Board of Directors, subject to the
limitations imposed by applicable law. The Board of Directors, by resolution
adopted by a majority of the full Board of Directors, may designate one or more
of its members as alternate members of any committee, who may, subject to any
limitations imposed by the Board of Directors, replace absent or disqualified
members at any meeting of that committee. Vacancies in the membership of any
such committee shall be filled by resolution adopted by the majority of the full
Board of Directors at a regular or special meeting of the Board. The designation
of any such committee and the delegation thereto of authority shall not operate
to relieve the Board of Directors, or any member thereof, of any responsibility
imposed upon it or him by law. All committees shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required. To the
extent applicable, the provisions of Article 4 of these bylaws governing the
meetings of the Board of Directors shall likewise govern the meetings of any
committee thereof. Any member of the executive committee may be removed by the
Board of Directors by the affirmative vote of a majority of the

                                        7



full Board, whenever in its judgment the best interests of the corporation will
be served thereby.

                               ARTICLE 6 - NOTICES

     Section 1. Methods of Giving Notice. Whenever any notice is required to be
given to any stockholder or director under the provisions of any law, the
Certificate of Incorporation or these bylaws, it shall be given in writing and
delivered personally or mailed to such stockholder or director at such address
as appears on the books of the corporation, and such notice shall be deemed to
be given at the time the same shall be deposited in the United States mail with
sufficient postage thereon prepaid. Notice to directors may also be given by
telegram, telex, telecopy or similar means of visual data transmission, and
notice given by any of such means shall be deemed to be delivered when
transmitted for delivery to the recipient.

     Section 2. Waiver of Notice. Whenever any notice is required to be given to
any stockholder or director under the provisions of any law, the Certificate of
Incorporation or these bylaws, a waiver thereof in writing signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

     Section 3. Attendance as Waiver. Attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

                      ARTICLE 7 - DIRECTORS' ACTION WITHOUT
                    A MEETING BY USE OF CONFERENCE TELEPHONE

     Subject to the provisions required or permitted for notice of meetings,
unless otherwise restricted by the Certificate of Incorporation or these bylaws,
members of the Board of Directors or members of any committee designated by such
Board may participate in and hold a meeting of such Board or committee by
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
such a meeting shall constitute presence in person at such meeting, except where
a person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                              ARTICLE 8 - OFFICERS

     Section 1. Executive Officers. The officers of the corporation shall
consist of a President and a Secretary, and may also include one or more Vice
Presidents, a Treasurer, and such

                                        8



other officers as are provided for in this Article 8, each of whom shall be
elected by the Board of Directors as provided in Section 2 of this Article 8.
Any two or more offices may be held by the same person.

     Section 2. Election and Oualification. The Board of Directors, at its first
meeting held immediately after each annual meeting of stockholders, shall choose
a President and a Secretary. The Board of Directors also may elect one or more
Vice Presidents, a Treasurer, and such other officers, including assistant
officers and agents as may be deemed necessary, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

     Section 3. Salaries. The compensation of all officers and agents of the
corporation shall be determined by the Board of Directors.

     Section 4. Term. Removal and Vacancies. Each officer of the corporation
shall hold office until his successor is chosen and qualified or until his
death, resignation, or removal. Any officer may resign at any time upon giving
written notice to the corporation. Any officer or agent or member of the
executive committee elected or appointed by the Board of Directors may be
removed by the Board of Directors with or without cause, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights. Any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise shall be filled by the Board of
Directors.

     Section 5. Chief Executive Officer. Unless the Board of Directors
designates otherwise, the President shall be the Chief Executive Officer of the
corporation. The Chief Executive Officer shall preside at all meetings of the
stockholders. The Chief Executive Officer shall have such other powers and
duties as usually pertain to such office or as may be delegated by the Board of
Directors.

     Section 6. President. The President shall be ex-officio a member of all
standing committees and shall have general powers of oversight, supervision and
management of the business and affairs of the corporation, and shall see that
all orders and resolutions of the Board of Directors are carried into effect.
The President shall have such other powers and duties as usually pertain to such
office or as may be prescribed by the Board of Directors. He shall execute
bonds, mortgages, instruments, contracts, agreements, and other documentation,
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the corporation.

                                        9



     Section 7. Vice Presidents. Unless otherwise determined by the Board of
Directors, the Vice Presidents, in the order of their seniority as such
seniority may from time to time be designated by the Board of Directors, shall
perform the duties and exercise the powers of the President in the absence or
disability of the President. They shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

     Section 8. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders, and shall record all the
proceedings of the meetings of the stockholders and of the Board of Directors in
books to be kept for that purpose, and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors. He shall keep in safe custody the seal of the corporation, and,
when authorized by the Board of Directors, affix the same to any instrument
requiring it. When so affixed, such seal shall be attested by his signature or
by the signature of the Treasurer or an Assistant Secretary.

     Section 9. Assistant Secretaries. Unless otherwise determined by the Board
of Directors, the Assistant Secretaries, in the order of their seniority as such
seniority may from time to time be designated by the Board of Directors, shall
perform the duties and exercise the powers of the Secretary in the absence or
disability of the Secretary. They shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

     Section 10. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities, and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation, and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

     Section 11. Assistant Treasurer. Unless otherwise determined by the Board
of Directors, the Assistant Treasurer shall perform the duties and exercise the
powers of the Treasurer in the absence or disability of the Treasurer. He shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

                                       10



     Section 12. Officers' Bond. If required by the Board of Directors, any
officer so required shall give the corporation a bond (which shall be renewed as
the Board may require) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of any and all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control belonging to the corporation.

                       ARTICLE 9 - CERTIFICATES FOR SHARES

     Section 1. Certificates Representing Shares. The corporation shall deliver
certificates representing all shares to which stockholders are entitled. Such
certificates shall be numbered and shall be entered in the books of the
corporation as they are issued, and shall be signed by the Chairman of the Board
of Directors, the President or a Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, and may be sealed with the seal of the corporation or a facsimile
thereof. Any or all signatures on the certificate may be a facsimile. In case
any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of its issuance. If the corporation is authorized to
issue shares of more than one class, there shall be set forth upon the face or
back of the certificate a statement that the corporation will furnish to any
stockholder upon request and without charge, a full statement of all of the
powers, designations, preferences, limitations and relative rights of the shares
of each class authorized to be issued and the qualifications, limitations or
restrictions of such preferences and/or rights and, if the corporation is
authorized to issue any preferred or special class in series, the variations in
the relative rights and preferences between the shares of each such series so
far as the same have been fixed and determined and the authority of the Board of
Directors to fix and determine the relative rights and preferences of subsequent
series. Each certificate representing shares shall state upon the face thereof
that the corporation is organized under the laws of the State of Delaware, the
name of the person to whom issued, the number and the class and the designation
of the series, if any, which such certificate represents and the par value of
each share represented by such certificate or a statement that the shares are
without par value. No certificate shall be issued for any share until the
consideration therefor has been fully paid.

     Section 2. Restriction on Transfer of Shares. If any restriction on the
transfer, or registration of the transfer, of shares shall be imposed or agreed
to by the corporation, as

                                       11



permitted by law, the Certificate of Incorporation, or these bylaws, such
restriction shall be noted conspicuously on each certificate representing shares
in accordance with applicable law.

     Section 3. Voting Agreements. A written counterpart of any voting
agreement entered into among any number of stockholders of the corporation, or
any number of stockholders of the corporation and the corporation itself, for
the purpose of providing that shares of the corporation shall be voted in the
manner prescribed in the agreement shall be deposited with the corporation at
its registered office in Delaware and shall be subject to the inspection by any
stockholder of the corporation or any beneficiary of the agreement daily during
business hours. In addition, certificates of stock or uncertificated stock shall
be issued to the person or persons, or corporation or corporations authorized to
act as trustee for purposes of vesting in such person or persons, corporation or
corporations, the right to vote such shares, to represent any stock of an
original issue so deposited with him or them, and any certificates of stock or
uncertificated stock so transferred to the voting trustee or trustees shall be
surrendered and cancelled and new certificates or uncertificated stock shall be
issued therefore to the voting trustee or trustees. In the certificate so
issued, if any, it shall be stated that it is issued pursuant to such agreement,
and that fact shall also be stated in the stock ledger of the corporation.

     Section 4. Transfer of Shares. Subject to the provisions of Section 7 of
this Article 9, upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.

     Section 5. Lost Stolen or Destroyed Certificate. The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost, stolen or destroyed upon the making of an affidavit of that fact
by the person claiming the certificate to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

                                       12



     Section 6. closing of Transfer Books and Fixing Record Date. For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution, or in order to make a
determination of stockholders for any other proper purpose (other than
determining stockholders entitled to consent to action taken by stockholders
that is proposed to be taken without a meeting of stockholders), the Board of
Directors may fix in advance a date as the record date for any such
determination of stockholders, such date to not precede the date of adoption of
the resolution fixing the record date, and such date to be not more than sixty
(60) days, and, in case of a meeting of stockholders, not less than ten (10)
days, prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend or other
distribution, or for any other proper purpose, the day next preceding the date
on which notice of the meeting is mailed or if notice is waived, the day next
preceding the day on which the meeting is held or the date on which the
resolution of the Board of Directors declaring such dividend or relating to such
other proper purpose is adopted, as the case may be, shall be the record date
for such determination of stockholders. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as provided in
this Section 6, such determination shall apply to any adjournment thereof;
provided that the Board of Directors may fix a new record date for the adjourned
meeting. Whenever action by stockholders is proposed to be taken by consent in
writing without a meeting of stockholders, the Board of Directors may fix a
record date for the purpose of determining stockholders entitled to consent to
that action, which record date shall not precede, and shall not be more than ten
(10) days after, the date upon which the resolution fixing the record date is
adopted by the Board of Directors. If no record date has been fixed by the Board
of Directors and the prior action of the Board of Directors is not required by
law, the record date for determining stockholders entitled to consent to action
in writing without a meeting shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its registered office, its principal place of
business, or an officer or agent of the corporation having custody of the books
in which proceedings of meeting of stockholders are recorded. If no record date
shall have been fixed by the Board of Directors and prior action of the Board of
Directors is required by law, the record date for determining stockholders
entitled to consent to action in writing without a meeting shall be the date on
which the Board of Directors adopts a resolution taking such prior action.

     Section 7. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on

                                       13



its books as the owner of shares to receive dividends, and to vote as such
owner, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

                         ARTICLE 10 - GENERAL PROVISIONS

     Section 1. Dividends. The Board of Directors from time to time may declare,
and the corporation may pay, dividends on its outstanding shares in cash,
property, or its own shares pursuant to law and subject to the provisions of the
Certificate of Incorporation and these bylaws.

     Section 2. Reserves. The Board of Directors may by resolution create a
reserve or reserves out of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.

     Section 3. Negotiable Instruments. All bills, notes, checks or instruments
for the payment of money shall be signed by such officer or officers or such
other person or persons as permitted by these bylaws or in such manner as the
Board of Directors from time to time may designate.

     Section 4. Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

     Section 5. Seal. The corporate seal shall have inscribed thereon the name
of the corporation and may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.

     Section 6. Books and Records. The corporation shall keep books and records
of account and shall keep minutes of the proceedings of the stockholders, the
Board of Directors, and each committee of the Board of Directors. The
corporation shall keep at its registered office or principal place of business,
or at the office of its transfer agent or registrar, a record of the original
issuance of shares issued by the corporation and a record of each transfer of
those shares that have been presented to the corporation for registration of
transfer. Such records shall contain the names and addresses of all past and
current stockholders of the corporation and the number and class of shares
issued by the corporation held by each of them. Any books, records, minutes, and
share transfer records may be in written form or in any other form capable of
being converted into written form within a reasonable time.

                                       14



                          ARTICLE 11 - INDEMNIFICATION

     To the fullest extent permitted by the General Corporation Law of Delaware,
as the same may be amended from time to time, the corporation shall indemnify
any and all of its directors and officers, former directors and officers, and
any person who may have served at the corporation's request as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise.

                             ARTICLE 12 - AMENDMENTS

     These bylaws may be altered, amended, or repealed or new bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors, subject to the right of the stockholders to adopt, amend or repeal
these bylaws or adopt new bylaws.

                                       15

EX-3.63

                                                                    Exhibit 3.63

                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 12:00 PM 05/29/1996
                                                          960154797 - 2628201

                              CERTIFICATE OF TRUST

                                       OF

                               TXI OPERATING TRUST

          (Pursuant to Section 3810 of the Delaware Business Trust Act)

To the Secretary of State
State of Delaware:

             It is hereby certified that:

             1. The name of the business trust is TXI Operating Trust (the
"Trust").

             2. The address of the registered office of the Trust in the State
of Delaware is Attention: Corporate Trust Department, 900 Market Street, New
Castle County, Wilmington, Delaware 19801, and the name of the registered agent
for service of process on the Trust is Delaware Trust Capital Management, a
Delaware banking corporation.

             3. Delaware Trust Capital Management, a Delaware banking
corporation, whose business address is Attention: Corporate Trust Department,
900 Market Street, New Castle County, Wilmington, Delaware, 19801, is a
statutory trustee of the Trust.

             4. This Certificate of Trust shall be effective upon filing.

Executed on May 28, 1996.

                              TRUSTEES:

                              /s/ James R. McCraw
                              --------------------------------------------------
                              James R. McCraw, Managing Trustee

                              Address:       1341 Mockingbird Lane, 7th Floor
                                             Dallas, Texas 75247

EX-3.64

                                                                    Exhibit 3.64

                                 TRUST AGREEMENT
                                       OF
                               TXI OPERATING TRUST

     This TRUST AGREEMENT is made as of this 29th day of May, 1996, by and among
TXI Texas, Inc., a Delaware corporation, as Settlor, and James R. McCraw,
Richard M. Fowler, Robert C. Moore, and Delaware Trust Capital Management, a
Delaware corporation, as Trustees.

                                    RECITALS

     WHEREAS, the Settlor desires to establish a business trust under and in
accordance with Chapter 38 of Title 12 of the Delaware Code, Part V, (S)(S)3801
et seq. (the "Delaware Business Trust Act"), for the purpose or purposes of
engaging in any lawful act or activity for which business trusts may be
organized under and in accordance with the provisions of Delaware Business Trust
Act; and

     WHEREAS, the beneficial interest in the assets of such trust shall be held
initially by TXI Texas, Inc., as Beneficiary; and

     WHEREAS, the Managing Trustees are willing to undertake the provision of
such services and such other lawful business purposes on the terms and
conditions set forth herein.

     NOW, THEREFORE, the Settlor hereby expressly declares that there is created
a business trust which exists subject to the Delaware Business Trust Act, and
the Settlor hereby transfers and delivers unto the Managing Trustees of said
business trust certain property, together with the right, title, and interest in
and to the same, to have and hold said property, together with any additions
thereto, accumulations thereon, and changes therein, in trust under and in
accordance with the Delaware Business Trust Act as herein set forth:

     FURTHER, the Managing Trustees hereby declare (i) that all property, real
or personal or mixed, tangible or intangible, or of any other description now
held or hereafter acquired by or transferred to them in their capacity as
Managing Trustees hereunder, together with the income and profits therefrom and
the proceeds thereof, shall be held by them in trust and shall be received,
managed, and disposed of by them for the benefit of the Beneficiary hereunder
subject to the terms and conditions provided herein; and (ii) that all
activities of the Trust shall be conducted in accordance with the provisions
hereof and the Delaware Business Trust Act, to wit:



                                    ARTICLE I
                  NAME OF TRUST, DEFINITIONS, AND CONSTRUCTION

     1.1 Name. The Trust established under this Agreement shall be known as the
TXI OPERATING TRUST. So far as may be practicable, legal, and convenient, the
affairs of the Trust shall be conducted and transacted under that name, which
name shall not refer, individually or personally, to the Trustees, to the
Beneficiary, or to any officers, employees, or agents of the Trust.

     1.2 Definitions. Whenever used in this Agreement, unless the context
otherwise requires, the terms defined below shall have the respective meanings:

          (a) Agreement. "Agreement" shall mean this Trust Agreement of TXI
     Operating Trust and all amendments or modifications hereof.

          (b) Beneficial Interest. "Beneficial Interest" shall mean the
     beneficial interest of the Beneficiary in the Trust as described in Section
     6.1.

          (c) Beneficiary. "Beneficiary" initially shall mean TXI Texas, Inc., a
     Delaware corporation, and any successors or assigns thereof acquiring the
     Beneficial Interest in accordance with the provisions hereof. If, at any
     time, more than one Person shall have a Beneficial Interest in the Trust
     (as a result of a transfer of a portion of the Beneficial Interest as
     permitted by Section 6.4 or otherwise), the term "Beneficiary" shall refer
     to all such Persons holding a Beneficial Interest in the Trust.

          (d) By-Laws. "By-Laws" shall mean the By-Laws referred to in Section
     4.4, if adopted.

          (e) Certificate. "Certificate" shall mean the Certificate of Trust
     authorized to be filed pursuant to Section 4.3(z) hereof, as required to be
     filed pursuant to Section 3810 of the Delaware Business Trust Act and
     Section 9.3 hereof.

          (f) Delaware Business Trust Act. "Delaware Business Trust Act" shall
     have the meaning assigned to that term in the Recitals hereof, as the same
     may be amended from time to time.

          (g) Managing Trustees. Managing Trustees shall mean James R. McCraw,
     Richard M. Fowler, and Robert C. Moore in their capacity as Managing
     Trustees under this Agreement or any successor thereto.

          (h) Notice of Transfer. "Notice of Transfer" shall mean the Notice of
     Transfer referred to in Section 6.4 and in substantially the form set forth
     in Exhibit A hereto.

                                       -2-



          (i) Person. "Person" shall include individuals, corporations, limited
     partnerships, general partnerships, limited liability companies, joint
     stock companies or associations, joint ventures, associations, consortia,
     companies, trusts, banks, trust companies, land trusts, common law trusts,
     business trusts, or other entities, and governments and agencies and
     political subdivisions thereof.

          (j) Securities. "Securities" shall mean (i) any stock, shares, voting
     trust certificates, bonds, debentures, notes, or other evidences of
     indebtedness or ownership, (ii) in general any instruments commonly known
     as securities, or (iii) any certificates of interest, shares, or
     participation in temporary or interim certificates for, receipts for,
     guarantees of, or warrants, options or rights to subscribe, in any of the
     foregoing.

          (k) Settlor. "Settlor" shall mean TXI Texas, Inc., a Delaware
     corporation.

          (l) Statutory Trustee. "Statutory Trustee" shall mean Delaware Trust
     Capital Management, a Delaware corporation, not in its individual capacity,
     but solely in its capacity as Statutory Trustee for the purpose of
     qualifying the Trust as a Delaware business trust, and any successor
     Statutory Trustee hereunder.

          (m) Trust. "Trust" shall mean TXI OPERATING TRUST, the business trust
     established hereunder.

          (n) Trustees. "Trustees" shall mean, as of any particular time, those
     Persons who serve and hold office as Managing Trustees or the Statutory
     Trustee hereunder at such time, whether they be the Trustees named herein
     or additional or successor Trustees. "Trustees" shall not include the
     officers, representatives, or agents of the Trust or the Beneficiary;
     provided, however, that nothing herein shall be deemed to preclude the
     Trustees from also serving as officers, representatives, or agents of the
     Trust, the Beneficiary, Texas Industries Holdings, Inc., a Delaware
     corporation, TXI Texas, Inc., a Delaware corporation, Texas Industries,
     Inc., a Delaware corporation, Texas Industries Trust or TXI Operations,
     L.P.

          (o) Trust Estate. "Trust Estate" shall mean, as of any particular
     time, any and all property, real or personal or otherwise, tangible or
     intangible, transferred, conveyed, or paid to the Trust or to the Trustees
     as Trustees, and all rents, income, profits and gains therefrom, together
     with the proceeds from the sale or other disposition thereof, which at such
     time are owned or held by the Trust or the Trustees.

     1.3 Construction. In this Agreement and in any amendment hereto, references
to this Agreement and to "herein," "hereof" and "hereunder" shall be deemed to
refer to this Agreement as a whole as the same may be amended. References to the
masculine

                                       -3-



gender shall include the feminine and neuter genders. Words in the singular
number include the plural, and in the plural number include the singular.

                                   ARTICLE II
                           PURPOSE AND NATURE OF TRUST

     2.1 Purpose of Trust. The purpose of the Trust is (i) to engage in any
lawful acts or activities, as the Managing Trustees may determine from time to
time, for which business trusts may be organized under the laws of the State of
Delaware, (ii) in general to carry on any other acts in connection with or
arising out of the foregoing, (iii) to have and exercise all powers that are
available to business trusts formed under the laws of the State of Delaware, and
(iv) to do any or all of the things herein set forth to the same extent as
natural persons.

     2.2 Nature of Trust. The Trust is a business trust of the type referred to
in Section 3801 (a) of the Delaware Business Trust Act, and without limiting the
provisions hereof, the Trust may have and exercise all powers which may be
exercised by such a trust. The Trust is not intended to be, shall not be deemed
to be, and shall not be treated as, a general partnership, limited partnership,
joint venture, corporation, or joint stock company or association for purposes
of Delaware law or the laws of any other state of the United States. Neither the
Trustees nor the Beneficiary shall be deemed to be, or be treated, in any way as
partners or joint venturers or as agents of one another, or liable or
responsible as such hereunder. The relationship of the Beneficiary to the
Trustees shall be solely that of the beneficiary of the Trust, and its rights
shall be limited to those conferred upon it by this Agreement and, to the extent
permissible under the Delaware Business Trust Act and not inconsistent herewith,
the Delaware Business Trust Act.

                                   ARTICLE III
                                    TRUSTEES

     3.1 Number, Term of Office, Qualifications of Managing Trustees. There
shall be no fewer than three (3) nor more than nine (9) Managing Trustees. The
initial Managing Trustees shall be the signatories hereto as Managing Trustees.
The Managing Trustees, from time to time, may fix the number of Trustees within
the range established in this Agreement, and may change the range in the
authorized number of Trustees; provided, however, that the lower end of the
authorized range shall not be fewer than three. Subject to the provisions of
Section 3.3, each Managing Trustee shall hold office for a term of one year or
until the appointment and qualification of his successor. At each annual meeting
of the Beneficiary, the Beneficiary shall appoint successors to the Managing
Trustees, unless the number of Managing Trustees is then being reduced. Managing
Trustees may be reappointed without limit as to the number of times. The
Managing Trustees shall be individuals at least 21 years of age who are not
under legal disability. Unless otherwise required by law or by action of the
Managing Trustees, no

                                       -4-



Managing Trustee shall be required to give bond, surety, or security in any
jurisdiction for the performance of any duties or obligations hereunder. Under
no circumstances may the Beneficiary serve as a Managing Trustee. The Managing
Trustees in their capacity as Managing Trustees shall not be required to devote
their entire time to the business and affairs of the Trust.

     3.2 Compensation and Other Remuneration of Managing Trustees. As
specifically prescribed from time to time by action of the Managing Trustees,
the Managing Trustees may be allowed to receive reasonable compensation for
their services as Managing Trustees. The Managing Trustees may also be allowed
to receive, directly or indirectly, remuneration for services rendered to the
Trust in any other capacity, including, without limitation, remuneration for
rendered services as an officer of or consultant to the Trust, or for legal,
accounting or other professional services rendered to the Trust, or otherwise.
The Managing Trustees shall be reimbursed for their reasonable expenses incurred
in connection with their services as Managing Trustees.

     3.3 Resignation, Removal, and Death of Managing Trustees. A Managing
Trustee may resign at any time by giving written notice to the remaining
Managing Trustees at the principal place of business of the Trust. Such
resignation shall take effect on the date such notice is given or at any later
time specified in the notice without need for prior accounting. A Managing
Trustee may be removed at any time (i) with or without cause by the Beneficiary
and (ii) with cause by all remaining Managing Trustees. For purposes of the
preceding sentence, "cause" shall include, but shall not be limited to, physical
and/or mental inability, due to a condition or illness which is expected to be
of permanent or indefinite duration, to perform the duties of a Managing
Trustee. Upon the resignation or removal of any Managing Trustee, or his
otherwise ceasing to be a Managing Trustee, he (or his legal representative)
shall execute and deliver such documents as the remaining Managing Trustees
shall require for the conveyance of any trust property held in his name, shall
account to the remaining Trustees as they require for all property which he
holds as Managing Trustee, and shall thereupon be discharged as Managing
Trustee. Upon the incapacity, death, bankruptcy or dissolution of any Managing
Trustee, such person shall cease to be a Managing Trustee and the vacancy caused
by such death or incapacity shall be filled in accordance with Section 3.4.

     3.4 Vacancies of Managing Trustees. If any or all of the Managing Trustees
cease to be Managing Trustees hereunder, whether by reason of resignation,
removal, incapacity, death, bankruptcy, dissolution, or otherwise, such event
shall not terminate the Trust or affect its continuity. Until vacancies are
filled, the remaining Managing Trustee or Managing Trustees (even though fewer
than three) may exercise the powers of the Managing Trustee or Managing Trustees
hereunder. Vacancies (including vacancies created by increases in the number of
Managing Trustees) may be filled for the unexpired term by the remaining
Managing Trustee or by a majority of the remaining Managing Trustees. If, at any
time, no Managing Trustees remain in office, successor Managing Trustees shall
be appointed by the Beneficiary as provided in Section 6.7.

                                       -5-



     3.5 Successor and Additional Managing Trustees. The right, title, and
interest of the Managing Trustees in and to the Trust Estate shall vest
automatically in successor and additional Managing Trustees upon their
qualification, and they shall thereupon have all the rights and obligations of
Managing Trustees hereunder. Such right, title, and interest shall vest in the
Managing Trustees whether or not the appropriate transfer documents have been
executed and delivered pursuant to Section 3.3 or otherwise. Appropriate written
evidence of the appointment and qualification of successor and additional
Managing Trustees shall be kept with the records of the Trust. Upon the
resignation, removal, or death of a Managing Trustee, such Managing Trustee (and
in the event of his death, his estate) shall automatically cease to have any
right, title, or interest in or to any of the Trust property, and the right,
title, and interest of such Managing Trustee in and to the Trust Estate shall
vest automatically in the remaining Trustees without any further act.

     3.6 Actions by Managing Trustees and Consents. The Managing Trustees may
act with or without a meeting. A quorum for all meetings of the Managing
Trustees shall be a majority of the Managing Trustees. Unless specifically
provided otherwise in this Agreement, any action of the Managing Trustees may be
taken at a meeting by vote of a majority of the Managing Trustees present at
such meeting if a quorum is present, or without a meeting by written consent of
all the Managing Trustees. Any agreement, deed, mortgage, lease, or other
instrument or writing executed by any one or more of the Managing Trustees or by
any one or more authorized Persons shall be valid and binding upon the Managing
Trustees and upon the Trust when authorized by action of the Managing Trustees
or as provided in the By-Laws, if the same are adopted. Managing Trustees and
members of any committee of the Managing Trustees may conduct meetings by
conference telephone call or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at such meeting.

     3.7 Meetings of Managing Trustees; Notices and Waiver of Notice. An annual
meeting of the Managing Trustees shall be held immediately after the annual
meeting of the Beneficiary. Regular meetings, if any, shall be held at such
other times as shall be fixed by the Trustees. No notice shall be required of an
annual or a regular meeting of Managing Trustees. Special meetings of the
Managing Trustees shall be called by the Chairman or the President upon the
request of any two Managing Trustees and may be called by the Chairman or
President on his own motion, with such notice as the Managing Trustees or person
calling such meeting shall determine. Such notice, which need not state the
purpose of the meeting, shall be by oral, telegraphic, telephonic, or written
communication stating the time and place therefor. Notice of any special meeting
need not be given to any Managing Trustee entitled thereto who submits a written
and signed waiver of notice, either before or after the meeting, or who attends
the meeting without protesting the lack of notice prior to or at the
commencement of the meeting. Regular or special meetings of the Managing
Trustees may be held, within or without the State of Delaware, at such places as
shall be designated by the Managing Trustees. The Managing Trustees may adopt
such rules and regulations for their conduct and the

                                       -6-



management of the affairs of the Trust as they may deem proper and as are not
inconsistent with this Agreement.

     3.8 Committees. The Managing Trustees may appoint from among their number
an executive committee and such other standing committees, including, without
limitation, audit, nominating and compensation committees, or such other special
committees as the Managing Trustees determine. Each standing committee shall
consist of two or more members. Each committee shall have such powers, duties,
and obligations as the Managing Trustees may deem necessary and appropriate.
Without limiting the generality of the foregoing, the executive committee shall
have the power to conduct the business and affairs of the Trust during periods
between meetings of the Managing Trustees. The executive committee and other
committees shall report their activities periodically to the Managing Trustees.

     3.9 Ownership of Trust Assets. Legal title to the Trust Estate subject from
time to time to this Agreement shall be transferred to, vested in, and held by
the Managing Trustees as Trustees of this Trust; provided, however, that the
Managing Trustees shall have the power to cause legal title to any property of
the Trust to be held by and/or in the name of one or more of the Managing
Trustees, or any other Person as nominee, on such terms, in such manner, and
with such powers as the Managing Trustees may determine; provided, further, that
the Managing Trustees shall have the power to cause any property of the Trust to
be held in the custody of any bank and that such bank may hold the property of
the Trust in the name of any nominee, partnership, or nontaxable corporation.

     3.10 Statutory Trustee. The Statutory Trustee is hereby appointed as a
Trustee of the Trust effective as of the date hereof, solely to serve as
resident trustee as required by Section 3807(a) of the Delaware Business Trust
Act and to perform the functions specifically required of a resident trustee
thereunder. The Statutory Trustee shall have no other power or duties with
respect to the Trust. The Statutory Trustee shall receive as compensation for
its services hereunder those fees described on Exhibit A hereto (and
incorporated herein by reference) and the Statutory Trustee shall be entitled to
be reimbursed by Settlor for its other reasonable expenses hereunder, including
the reasonable compensation, expenses and disbursements of such agents,
representatives experts and counsel as such Statutory Trustee may employ in
connection with the exercise and performance of its rights and duties hereunder.
The Statutory Trustee shall at all times be a corporation or other Person
satisfying the provisions of Section 3807(a) of the Delaware Business Trust Act.

     If at any time the Statutory Trustee shall cease to be eligible in
accordance with the provisions of this Section 3.10 and shall fail to resign
after written request therefore by the Managing Trustees or if at any time the
Statutory Trustee shall be legally unable to act or shall be adjudged bankrupt
or insolvent or a receiver of the Statutory Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Statutory
Trustee or of its property or affairs for the purpose of rehabilitation,

                                       -7-



conservation or liquidation, then the Managing Trustees may remove the Statutory
Trustee. If the Managing Trustees remove the Statutory Trustee under the
authority of the immediately preceding sentence, the Managing Trustees shall
promptly appoint a successor Statutory Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the outgoing
Statutory Trustee so removed (together with payment of all fees owing to the
outgoing Statutory Trustee) and one copy shall be delivered to the successor
Statutory Trustee.

     Any successor Statutory Trustee appointed pursuant to this Section 3.10
shall execute, acknowledge and deliver to the Managing Trustees and to its
predecessor Statutory Trustee an instrument accepting such appointment under
this Agreement, and thereupon the resignation or removal of the predecessor
Statutory Trustee shall become effective and such successor Statutory Trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor under this
agreement, with like effect as if originally named as Statutory Trustee. The
predecessor Statutory Trustee shall upon payment of its fees and expenses
deliver to the successor Statutory Trustee all documents and statements and
monies held by it under this Agreement; and the Managing Trustees and the
predecessor Statutory Trustee shall execute and deliver such instruments and do
such other things as may reasonably be required for fully and certainly vesting
and confirming in the successor Statutory Trustee all such rights, powers,
duties, and obligations.

                                   ARTICLE IV
                            MANAGING TRUSTEES' POWERS

     4.1 Power and Authority of Managing Trustees. Subject only to the
provisions of this Agreement, the Managing Trustees shall have full, absolute,
and exclusive power, control, and authority over the Trust Estate and over the
business and affairs of the Trust to the same extent as if the Managing Trustees
were the sole owners thereof in their own right, free from any power of control
on the part of the Beneficiary. The Managing Trustees shall also have full,
absolute, and exclusive power to do all such acts and things as in their sole
judgment and discretion are necessary or incidental to, or desirable for, the
carrying out of any of the purposes of the Trust or conducting the business of
the Trust. Any determination made in good faith by the Managing Trustees of the
purposes of the Trust or the existence of any power or authority hereunder shall
be conclusive. In construing the provisions of this Agreement, the presumption
shall be in favor of the grant of powers and authority to the Managing Trustees.
The enumeration of any specific power or authority herein shall not be construed
as limiting the general powers or authority or any other specified power or
authority conferred upon the Managing Trustees hereunder.

     4.2 General Powers and Authority. Subject only to the provisions of this
Agreement, and in addition to any powers and authority conferred by this
Agreement or by virtue of any statute or law, and without any action or consent
by the Beneficiary

                                       -8-



(except as expressly required by this Agreement), the Managing Trustees shall
have and may (but are not required to) exercise, at any time and from time to
time, the following powers and authorities as they may deem proper:

          (a) To receive title to, hold, buy, sell, exchange, transfer, and
     convey real and personal property for the use of the Trust.

          (b) To take, receive, invest, or disburse the receipts, earnings,
     rents, profits, or returns of the Trust.

          (c) To carry on and conduct any lawful business designated in this
     Agreement (including without limitation any business associated with the
     purpose of the Trust as set forth in or established by the Managing
     Trustees pursuant to Section 2.1), and generally to do any lawful act in
     relation to the Trust Estate that any individual owning the same absolutely
     might do.

          (d) To cause the Trust to merge with another business trust,
     association, corporation, partnership, or other Person, to divide, or to
     engage in any fundamental or other transaction (including, without
     limitation, dissolution) contemplated by this Agreement.

     4.3 Specific Powers and Authority. Without limiting the generality of the
powers and authority set forth in Section 4.2 (and subject to the qualifications
set forth above), the specific powers of the Managing Trustees shall include the
following:

          (a) For such consideration as the Managing Trustees deem proper, to
     purchase or otherwise acquire for cash or other property and hold for
     investment real or personal property of any kind, tangible or intangible,
     in entirety or in participation, all without regard to whether any such
     property is authorized by law for the investment of trust funds, and to
     possess and exercise all the rights, powers, and privileges appertaining to
     the ownership of the Trust Estate with respect thereto.

          (b) To sell, rent, lease, hire, exchange, release, partition, assign,
     mortgage, pledge, hypothecate, grant security interests in, encumber,
     negotiate, convey, transfer, or otherwise dispose of or grant interests in
     all or any portion of the Trust Estate by deeds, financing statements,
     security agreements and other instruments, trust deeds, assignments, bills
     of sale, transfers, leases, or mortgages, for any of such purposes.

          (c) To enter into leases, contracts, obligations, and other agreements
     for a term which may extend beyond the term of office of the Managing
     Trustees.

          (d) To borrow money and give negotiable or nonnegotiable instruments
     therefor; to guarantee, indemnify, or act as surety with respect to payment
     or

                                       -9-



     performance of obligations of third parties; to enter into other
     obligations on behalf of the Trust; and to assign, convey, transfer,
     mortgage, subordinate, pledge, grant security interests in, encumber, or
     hypothecate the Trust Estate to secure any of the foregoing.

          (e) To lend money, whether secured or unsecured, to any Person.

          (f) To create reserve funds for any purpose.

          (g) To incur and pay out of the Trust Estate any charges or expenses,
     and disburse any funds of the Trust, which charges, expenses, or
     disbursements are, in the opinion of the Managing Trustees, necessary or
     incidental to or desirable for the carrying out of any of the purposes of
     the Trust or conducting the business of the Trust, including, without
     limitation, fees payable to the Statutory Trustee, taxes and other
     governmental levies, charges, and assessments, of whatever kind or nature,
     imposed upon or against the Managing Trustees in connection with the Trust
     or the Trust Estate or upon or against the Trust Estate or any part
     thereof.

          (h) To deposit funds of the Trust in or with banks, trust companies,
     savings and loan associations, money market organizations, and other
     depositories or issuers of depository-type accounts, whether such deposits
     will draw interest or be insured, the same to be subject to withdrawal or
     redemption on such terms and in such manner and by such Person or Persons
     (including any one or more Managing Trustees, officers, agents, or
     representatives of the Trust) as the Managing Trustees may determine.

          (i) To possess and exercise all the rights, powers, and privileges
     appertaining to the ownership of all or any mortgages or Securities issued
     or created by, or interests in, any Person, forming part of the Trust
     Estate, to the same extent that an individual might, which may include the
     exercise of discretionary powers; and, without limiting the generality of
     the foregoing, to vote or give consent, request or notice, or waive any
     notice, either in person or by proxy or power of attorney, with or without
     power of substitution, to one or more Persons, for meetings or action
     generally or for any particular meeting or action.

          (j) To enter into joint ventures, general or limited partnerships,
     limited liability companies and any other lawful combinations or
     associations.

          (k) To elect or appoint officers of the Trust (which shall include a
     Chairman, who will be a Managing Trustee, and a President, a Treasurer, and
     a Secretary, and which may include one or more Vice Presidents and other
     officers as the Managing Trustees may determine, and none of whom needs be
     a Managing Trustee), who may be removed or discharged at the discretion of
     the Managing Trustees, which officers shall have such powers and duties,
     and shall serve such terms, as may be prescribed by the Managing Trustees
     or in the By-Laws of the

                                      -10-



     Trust, if adopted; to engage or employ any persons as agents,
     representatives, employees, or independent contractors in one or more
     capacities, in connection with the management of the Trust's affairs or
     otherwise, and to pay compensation from the Trust for services to such
     Persons in as many capacities as such Person may be so engaged or employed,
     notwithstanding that any such Person is a Managing Trustee or officer of
     the Trust or an affiliate thereof; and, except as prohibited by law, to
     delegate any of the powers and duties of the Managing Trustees to any one
     or more Managing Trustees, agents, representatives, officers, employees,
     independent contractors, or other Persons.

          (l) To collect, sue for, and receive all sums of money coming due to
     the Trust, and to engage in, intervene in, prosecute, join, defend,
     compound, compromise, abandon, or adjust, by arbitration or otherwise, any
     actions, suits, proceedings, disputes, claims, controversies, demands, or
     other litigation relating to the Trust, the Trust Estate, or the Trust's
     affairs; to enter into agreements relating thereto whether any suit is
     commenced or claim accrued or asserted; and to enter into agreements
     regarding arbitration, adjudication or settlement of any controversy in
     advance thereof.

          (m) To renew, modify, release, compromise, extend, consolidate, or
     cancel, in whole or in part, any obligation to or of the Trust.

          (n) To purchase and pay for out of the Trust Estate insurance
     contracts and policies insuring the Trust Estate against any and all risks
     and insuring the Trust, the Managing Trustees, the Statutory Trustee, the
     Beneficiary, the officers of the Trust, such agents, representatives,
     employees, or independent contractors for the Trust, or any or all of them,
     against any and all claims and liabilities of every nature asserted by any
     person arising by reason of any action alleged to have been taken or
     omitted by the Trust or by the Managing Trustees, the Statutory Trustee,
     the Beneficiary, the officers of the Trust, or such agents,
     representatives, employees, or independent contractors for the Trust.

          (o) To cause legal title to any of the Trust Estate to be held by or
     in the name of the Managing Trustees or, except as prohibited by law, by or
     in the name of the Trust or one or more of the Managing Trustees or any
     other Person as the Managing Trustees may determine, on such terms, in such
     manner, and with such powers as the Trustees may determine, and with or
     without disclosure that the Trust or Managing Trustees are interested
     therein.

          (p) To adopt a fiscal year and accounting method for the Trust; from
     time to time to change such fiscal year and accounting method; and to
     engage a firm of independent public accountants to audit the financial
     records of the Trust.

          (q) To adopt and use a seal (but the use of a seal shall not be
     required for the execution of instruments or obligations of the Trust).

                                      -11-



          (r) To declare and pay distributions as provided in Section 6.5.

          (s) To file any and all documents and take any and all such other
     action as the Managing Trustees in their sole judgment may deem necessary
     in order that the Trust may lawfully conduct its business in any
     jurisdiction.

          (t) To participate in any reorganization, readjustment, consolidation,
     merger, dissolution, sale or purchase of assets, lease, or similar
     proceedings of any corporation, partnership, or other organization; to
     delegate discretionary powers to any reorganization, protective, or similar
     committee in connection therewith; and to pay assessments and other
     expenses in connection therewith.

          (u) To cause to be organized or assist in organizing any Person, which
     may or may not be a subsidiary or affiliate of the Trust, under the laws of
     any jurisdiction to acquire the Trust Estate or any part or parts thereof
     or to carry on any business in which the Trust shall, directly or
     indirectly, have any interest; subject to the provisions of this Agreement,
     to cause the Trust to merge with such Person or any existing Person or to
     sell, rent, lease, hire, convey, negotiate, assign, exchange, or transfer
     the Trust Estate or any part or parts thereof to or with any such Person or
     any existing Person in exchange for the Securities thereof or otherwise;
     and to lend money to, subscribe for the Securities of, and enter into any
     contracts with, any such Person in which the Trust holds or is about to
     acquire Securities or any other interest.

          (v) To decide whether, at any time or from time to time, to cause the
     Trust to maintain its status or to cease to maintain its status as a
     business trust, and to take all action deemed by the Managing Trustees
     appropriate in connection with maintaining or ceasing to maintain such
     status.

          (w) To make any indemnification payment authorized by this Agreement.

          (x) To do all other such acts and things as are incident to the
     foregoing; to exercise all powers which are necessary or useful to carry on
     the business of the Trust; to promote any of the purposes for which the
     Trust is formed; and to carry out the provisions of this Agreement.

          (y) To guarantee the debt of Texas Industries, Inc.

          (z) To cause to be filed the Certificate with the Delaware Secretary
     of State including any amendment or cancellation of such Certificate.

     4.4 By-Laws. The Managing Trustees may, but are not required to, make,
adopt, amend, or repeal By-Laws containing provisions relating to the business
of the Trust, the conduct of its affairs, its rights or powers of the
Beneficiary, of the Managing Trustees, or of the officers of the Trust not
inconsistent with law or with this Agreement;

                                      -12-



provided however, that no provision of such By-Laws may impose any duty,
obligation or responsibility on the Statutory Trustee not otherwise set forth in
this Agreement without the prior written consent of the Statutory Trustee. Such
By-Laws may provide for the appointment by the Chairman and President of
assistant officers or of agents of the Trust in addition to those provided for
in the foregoing Section 4.3(k), subject however to the right of the Managing
Trustees to remove or discharge such officers or agents.

     4.5 Trustees Acting Only In Fiduciary Capacity and Other Matters.

          (a) Each and every power, authority, and discretion given to or vested
     in the Trustees by or pursuant to the provisions of this Agreement or by
     law shall be exercised by the Trustees only in a fiduciary capacity.

          (b) The Managing Trustees shall have no duty to dispose of the general
     partnership interest in TXI Operations, L.P. even though such investment
     may not yield as high a rate of return as other available investments and
     even though the retention of such limited partnership interest may raise
     questions of prudence. The Managing Trustees shall have no responsibility
     for any loss that may result from acting in accordance with the immediately
     preceding sentence and no action or failure to act by the Trustees pursuant
     to the immediately preceding sentence shall be subject to question by the
     Beneficiary.

          (c) The Trustees and the Trust shall not be subject to Section 3540 of
     the Delaware Code Annotated, Title 12, Chapter 35.

                                    ARTICLE V
                      OFFICERS, EMPLOYEES, AND OTHER AGENTS

     5.1 Employment of Officers, Employees, and Other Agents. The Managing
Trustees are responsible for the general policies of the Trust and for such
general supervision of the business of the Trust conducted by all officers,
agents, employees, advisers, managers, or independent contractors of the Trust
as may be necessary to insure that such business conforms to the provisions of
this Agreement. However, the Managing Trustees are not, and shall not be,
required personally to conduct the business of the Trust. Consistent with the
powers described in Section 4.3(k), the Managing Trustees shall have the power
to appoint, employ, or contract with any Person (including one or more of
themselves, or any corporation, partnership, or trust in which one of more of
them may be directors, officers, stockholders, partners, or trustees) as the
Managing Trustees may deem necessary or proper for the transaction of the
business of the Trust. For such purpose, the Managing Trustees may grant or
delegate such authority to any such Person as the Managing Trustees may in their
sole discretion deem necessary or desirable without regard to whether such
authority is normally granted or delegated by trustees.

                                      -13-



     5.2 Compensation and Powers. The Managing Trustees shall have the power to
determine the terms and compensation of any Person whom they may employ or with
whom they may contract other than the Statutory Trustee, whose compensation is
as set forth in Section 3.10 hereof. The Managing Trustees may exercise broad
discretion in allowing officers, employees, or other agents to administer and
regulate the operations of the Trust, to act as agent for the Trust, to execute
documents on behalf of the Managing Trustees, and to make executive decisions
which conform to general policies and principles previously established by the
Managing Trustees and not inconsistent with this Agreement.

                                   ARTICLE VI
                  BENEFICIARY AND BENEFICIAL INTEREST IN TRUST

     6.1 Beneficial Interest in Trust. All beneficial interest in the Trust
shall be vested in the Beneficiary and shall be referred to herein as the
Beneficial Interest of the Beneficiary. The Beneficial Interest shall not be
represented by shares or other certificates.

     6.2 Legal Ownership of Trust Estate. Except to the extent provided in
Sections 3.9 and 5.1. The legal ownership of the Trust Estate and the right to
conduct the business of the Trust are vested exclusively in the Managing
Trustees. The Beneficiary shall have no interest therein, other than the
Beneficial Interest in the Trust conferred on it by this Agreement. The
Beneficiary shall have no right to compel any partition, division, dividend, or
distribution of the Trust or any of the Trust Estate, nor may it be called upon
to share or assume any losses of the Trust or suffer an assessment of any kind
by virtue of its Beneficial Interest.

     6.3 Beneficial Interest Deemed Personal Property. The Beneficial Interest
of the Beneficiary shall be personal property and shall confer upon the
Beneficiary only the interest and rights specifically set forth in this
Agreement. The death, dissolution, liquidation, insolvency, or incapacity of the
Beneficiary shall not dissolve or terminate the Trust, affect its continuity, or
give the legal representative of the Beneficiary any rights whatsoever, whether
against or in respect of the Managing Trustees or the Trust Estate or otherwise.

     6.4 Transfer of Beneficial Interest by Beneficiary. The Beneficiary may at
any time transfer all or from time to time transfer a portion of its Beneficial
Interest in the Trust to any Person. Any such transfer shall be effective upon
receipt by the Managing Trustees of a Notice of Transfer, which Notice shall, in
substantially the form of Exhibit B hereto, (a) specify the name and address of
the transferee and the percentage of the Beneficial Interest in the Trust being
transferred to such transferee and (b) be signed by the Beneficiary, the
transferee, and at least one of the Managing Trustees. The Managing Trustees
shall maintain or cause to be maintained in the records of the Trust all Notices
of Transfer, which Notices shall be conclusive evidence of the transfer of all
or a portion,

                                      -14-



as the case may be, of the Beneficial Interest. By signing the Notice of
Transfer, the transferee of all or any portion of the Beneficial Interest shall
have agreed to and shall be bound by the terms and conditions of this Agreement,
as provided in Section 9.7.

     6.5 Distributions to the Beneficiary. The Managing Trustees may from time
to time declare and pay to the Beneficiary such distributions in cash or other
property, out of current or accumulated income, capital, capital gains,
principal, surplus, proceeds from the increase or refinancing of Trust
obligations, from the repayment of loans made by the Trust, from the sale of
portions of the Trust Estate, or from any other source as the Managing Trustees
in their discretion shall determine. The Beneficiary shall have no right to any
distribution unless and until declared by the Managing Trustees.

     6.6 Meetings of the Beneficiary. The Managing Trustees shall cause to be
called and held an annual meeting of the Beneficiary at such time and such place
as they may determine at which Managing Trustees shall be appointed and any
other proper business may be conducted. The annual meeting of the Beneficiary
shall be held on such date and upon such notice as the Managing Trustees shall
determine. Special meetings of the Beneficiary may be called by a majority of
the Managing Trustees or the Chairman or the President of the Trust, and shall
be called by the Managing Trustees or any officer of the Trust upon the written
request of the Beneficiary (or, if more than one Person holds a Beneficial
Interest, upon the written request of one or more Persons collectively holding
not less than 75 percent of the Beneficial Interest in the Trust), which written
request shall state the purpose(s) of the meeting so requested. The Trust shall
provide the Beneficiary due notice (either in person or by mail) of a special
meeting and the purpose of such meeting, including the date, time, and place of
such meeting, as determined by the Managing Trustees. If there shall be no
Managing Trustees, a special meeting of the Beneficiary shall be held promptly
for the appointment of successor Managing Trustees. The call and notice of any
special meeting shall state the purpose of the meeting.

     6.7 Actions by the Beneficiary and Consents. The presence of the
Beneficiary (or, if more than one Person holds a Beneficial Interest, the
presence of one or more Persons collectively holding at least 51 percent of the
Beneficial Interest in the Trust) at any meeting shall constitute a quorum at
such meeting. Whenever the Beneficiary is required or permitted to take any
action, such action may be taken, except as otherwise provided by this Agreement
or required by law, by the vote of the Beneficiary cast at a meeting of the
Beneficiary at which a quorum is present (or, if more than one Person holds a
Beneficial Interest, by the vote of one or more Persons collectively holding at
least 51 percent of the Beneficial Interest in the Trust present at a meeting of
the Beneficiary at which a quorum is present), or without a meeting by written
consent setting forth the action so taken signed by the Beneficiary (or, if more
than one Person holds a Beneficial Interest, signed by each such Person).
Notwithstanding any provision of this Agreement to the contrary, no vote or
consent of the Beneficiary shall be required to approve the sale, exchange, or
other disposition by the Managing Trustees of one or more assets of

                                      -15-



the Trust, or the pledging, hypothecating, granting security interests in,
mortgaging, encumbering, or leasing of all or any of the Trust Estate.

     6.8 Notice to the Beneficiary; Waiver of Notice. Any notice of meeting or
other notice, communication, or report to the Beneficiary shall be deemed duly
delivered to the Beneficiary when such notice, communication, or report is
deposited, with postage thereon prepaid, in the United States mail, addressed to
the Beneficiary at its address as appears on the records of the Trust or is
delivered in person to the Beneficiary. Notice of any annual meeting of the
Beneficiary or any special meeting of the Beneficiary need not be given to the
Beneficiary if it submits a written and signed waiver of notice, either before
or after the meeting, or if it attends the meeting without protesting the lack
of notice prior to or at the commencement of the meeting.

     6.9 Inspection by the Beneficiary. The Beneficiary shall have the same
right to inspect the records of the Trust as has a shareholder in a Delaware
business corporation.

                                   ARTICLE VII
                     LIABILITY OF TRUSTEES, THE BENEFICIARY
                         AND OFFICERS, AND OTHER MATTERS

     7.1 Limitation of Liability of Trustees and Officers. No Trustee or officer
of the Trust shall be liable to the Trust or to any Trustee or the Beneficiary
for any act or omission whether his or its own or that of any other Trustee or
officer of the Trust or of the Beneficiary or any agent of the Trust, nor shall
any such Trustee be held to any personal liability whatsoever in tort, contract,
or otherwise in connection with the affairs of this Trust, except only that
arising from his or its own bad faith, willful misfeasance, gross negligence, or
reckless disregard of his or its duties.

     7.2 Limitation of Liability of the Beneficiary, Trustees, and Officers;
Indemnification of Beneficiary. The Trustees and officers in incurring any
debts, liabilities, or obligations, or in taking or omitting any other actions
for or in connection with the Trust are and shall be deemed to be, acting as
Trustees or officers of the Trust and not in their own individual capacities.
Except to the extent provided in Section 7.1, no Trustee or officer of the Trust
or the Beneficiary shall be liable for any debt, claim, demand, judgment,
decree, liability, or obligation of any kind of, against, or with respect to the
Trust arising out of any action taken or omitted for or on behalf of the Trust.
The Trust shall be solely liable therefor and resort shall be had solely to the
Trust Estate for the payment or performance thereof. The Beneficiary shall be
entitled to indemnification from the Trust Estate if, contrary to the provisions
hereof, the Beneficiary shall be held to any such personal liability.

     7.3 Express Exculpatory Clauses in Instruments. To the extent practicable,
the Managing Trustees shall make reasonable efforts to cause any written
instrument creating an obligation of the Trust to include a reference to this
Agreement, and to provide that

                                      -16-



neither the Beneficiary nor the Trustees or the officers of the Trust shall be
liable thereunder and that the other parties to such instrument shall look
solely to the Trust Estate for the payment of any claim thereunder or for the
performance thereof; provided, however, that the omission of such provision from
any such instrument shall not render the Beneficiary or any Trustee or officer
of the Trust liable nor shall the Trustees or any officer of the Trust be liable
to anyone for such omission.

     7.4 Indemnification and Reimbursement of Trustees and Officers.

          (a) Right to Indemnification. Each Trustee and officer of the Trust
     shall be entitled as of right to be indemnified by the Trust against any
     expenses and liabilities paid or incurred by such Person in connection with
     any actual or threatened claim, action, suit, or proceeding, civil,
     criminal, administrative, investigative or other, whether brought by or in
     the right of the Trust or otherwise, in which he or it may be involved in
     any manner as a party, witness, or otherwise, or is threatened to be made
     so involved, by reason of such Person being or having been a Trustee or
     officer of the Trust or by reason of the fact that such Person is or was
     serving at the request of the Trustees as a director, officer, employee,
     fiduciary, or other representative of another Person (such claim, action,
     suit, or proceeding hereinafter being referred to as an "Action");
     provided, however, that no such right of indemnification shall exist with
     respect to any Action initiated by an indemnitee (as hereinafter defined)
     other than the Statutory Trustee against the Trust (an "Indemnitee
     Action"), except as provided in the last sentence of this subsection (a).
     Persons who are not Trustees or officers of the Trust may be similarly
     indemnified in respect of service to the Trust or to another Person on
     behalf of the Trust at the request of the Trustees to the extent the
     Trustees at any time denominate any of such Persons as entitled to the
     benefits of this Section 7.4.

          As used in this Section 7.4, the following terms shall have the
     following meanings:

               (i) "indemnitee" shall include each Trustee and officer of the
          Trust and each other Person denominated by the Trustees as entitled to
          the benefits of this Section 7.4.

               (ii) "expenses" shall mean all expenses actually and reasonably
          incurred, including fees and expenses of counsel selected by an
          indemnitee.

               (iii) "liabilities" shall mean amounts of judgments, excise
          taxes, fines, penalties, and amounts paid in settlement.

     An indemnitee other than the Statutory Trustee shall be entitled to be
     indemnified pursuant to this subsection (a) for expenses incurred in
     connection with any Indemnitee Action only (i) if the Indemnitee Action is
     instituted under subsection

                                      -17-



     (c) of this Section 7.4 and the indemnitee is successful in whole or in
     part in such Indemnitee Action, (ii) if the indemnitee is successful in
     whole or in part in another Indemnitee Action for which expenses are
     claimed or (iii) if the indemnification for expenses is included in a
     settlement of, or is awarded by a court in, such other Indemnitee Action.

          (b) Right to Advancement of Expenses. Every indemnitee shall be
     entitled as of right to have his expenses in defending any Action, or in
     initiating and pursuing any Indemnitee Action for indemnity or advancement
     of expenses under subsection (c) (or, in the case of the Statutory Trustee,
     an Action under subsection (c)), paid in advance by the Trust prior to
     final disposition of such Action or Indemnitee Action, provided that the
     Trust receives a written undertaking by or on behalf of the indemnitee to
     repay the amount advanced if it should ultimately be determined that the
     indemnitee is not entitled to be indemnified for such expenses.

          (c) Right of Indemnitee to Initiate Action. If a written claim under
     subsection (a) or (b) is not paid in full by the Trust within thirty (30)
     days after such claim has been received by the Trust, the indemnitee may at
     any time thereafter initiate an Indemnitee Action (or in the case of the
     Statutory Trustee, an Action) to recover the unpaid amount of the claim
     and, if successful in whole or in part, in the case of any indemnitee other
     than the Statutory Trustee, and without regard to such success provided
     such action was initiated in good faith in the case of the Statutory
     Trustee, the indemnitee shall also be entitled to be paid the expense of
     prosecuting such Indemnitee Action (or in the case of the Statutory
     Trustee, an Action). The only defense to an Indemnitee Action to recover on
     a claim for indemnification under subsection (a) shall be that the
     indemnitee's conduct was such that under Delaware law the Trust is
     prohibited from indemnifying the indemnitee for the amount claimed, but the
     burden of proving such defense shall be on the Trust. Neither the failure
     of the Trust (including its Trustees, independent legal counsel, or the
     Beneficiary) to have made a determination prior to the commencement of such
     Indemnitee Action that indemnification of the indemnitee is proper in the
     circumstances, nor an actual determination by the Trust (including its
     Trustees, independent legal counsel, or the Beneficiary) that the
     indemnitee's conduct was such that indemnification is prohibited by
     Delaware law, shall be a defense to such Indemnitee Action or create a
     presumption that the indemnitee's conduct was such that indemnification is
     prohibited by Delaware law. The only defense to an Indemnitee Action to
     recover on a claim for advancement of expenses under subsection (b) shall
     be the indemnitee's failure to provide the undertaking required by
     subsection (b).

          (d) Insurance and Funding. The Trust may purchase and maintain
     insurance to protect itself and any Person eligible to be indemnified
     hereunder against any liability or expense asserted or incurred by such
     Person in connection with any Action, whether or not the Trust would have
     the power to indemnify such

                                      -18-



     Person against such liability or expense by law or under the provisions of
     this Section 7.4. The Trust may create a trust fund, grant a security
     interest, cause a letter of credit to be issued or use other means (whether
     or not similar to the foregoing) to ensure the payment of such sums as may
     become necessary to effect indemnification as provided herein.

          (e) Non-Exclusivity; Nature and Extent of Rights. The rights to
     indemnification and advancement of expenses provided for in this Section
     7.4 shall (i) not be deemed exclusive of any other rights, whether now
     existing or hereafter created, to which any indemnitee may be entitled
     under any agreement or the By-Laws (if adopted), vote of the Beneficiary or
     Trustees or otherwise, (ii) be deemed to create contractual rights in favor
     of each indemnitee who serves the Trust at any time while this Section 7.4
     is in effect (and each such indemnitee shall be deemed to be so serving in
     reliance on the provisions of this Section 7.4), and (iii) continue as to
     each indemnitee who has ceased to have the status pursuant to which he was
     entitled or was denominated as entitled to indemnification under this
     Section 7.4 and shall also inure to the benefit of the heirs and legal
     representatives of each indemnitee. Any amendment or repeal of this Section
     7.4 or adoption of any By-Law or provision of this Agreement which has the
     effect of limiting in any way the rights to indemnification or advancement
     of expenses provided for in this Section 7.4 shall operate prospectively
     only and shall not affect any action taken, or failure to act, by an
     indemnitee prior to the adoption of such amendment, repeal, By-Law, or
     other provision, nor shall any such changes affect the Statutory Trustee's
     rights hereunder without its prior written consent.

          (f) Partial Indemnity. If an indemnitee is entitled under any
     provision of this Section 7.4 to indemnification by the Trust for some or a
     portion of the expenses or liabilities paid or incurred by the indemnitee
     in the preparation, investigation, defense, appeal, or settlement of any
     Action or Indemnitee Action but not, however, for the total amount thereof,
     the Trust shall indemnify the indemnitee for the portion of such expenses
     or liabilities to which the indemnitee is entitled.

          (g) Conflicts. Notwithstanding any provision of this Section 7.4 to
     the contrary, in the event there is any conflict between the provisions of
     this Section 7.4 and the provisions of the Articles of Incorporation for
     Texas Industries, Inc. the provisions of such Articles of Incorporation
     shall control; provided, however, the preceding provisions of this Section
     7.4(g) shall have no effect on the rights and obligations of the Statutory
     Trustee hereunder.

     7.5 Persons Dealing With Trustees or Officers. Any act of the Trustees or
officers purporting to be done in their capacity as such shall, as to any
Persons dealing with such Trustees or officers, be conclusively deemed to be
within the purposes of this Trust and within the powers of the Trustees and
officers. No Person dealing with the Trustees or any of them, or with the
authorized officers, agents, or representatives of the Trust, shall be bound to
see to the application of any funds or property passing into their

                                      -19-



hands or control. The receipt of the Trustees or any of them, or of authorized
officers, agents, or representatives of the Trust, for moneys or other
consideration, shall be binding upon the Trust.

     7.6 Reliance. The Trustees and officers may consult with counsel and the
advice or opinion of such counsel shall be full and complete personal protection
to all of the Trustees and officers in respect of any action taken or suffered
by them in good faith and in reliance on or in accordance with such advice or
opinion. In discharging their duties, Trustees and officers, when acting in good
faith, may rely upon financial statements of the Trust represented to them to be
correct by the President or the officer of the Trust having charge of its books
of account, or stated in a written report by an independent certified public
accountant fairly to present the financial position of the Trust. The Trustees
may rely, and shall be personally protected in acting, upon any instrument or
other document believed by them to be genuine.

                                  ARTICLE VIII
                       DURATION, MERGER, DISSOLUTION, AND
                          AMENDMENT OF TRUST AGREEMENT

     8.1 Duration of Trust. The period of duration of the Trust shall be
perpetual; provided, that the period of duration may be changed pursuant to an
appropriate amendment to this Agreement.

     8.2 Merger or Consolidation. The Managing Trustees may, with the prior
approval of the Beneficiary, (a) merge or consolidate the Trust with and/or
into, or sell, convey, and transfer the Trust Estate to, any Person in exchange
for shares or Securities thereof, or beneficial interests therein, or other
consideration, and (if the Trust is not the surviving entity of such merger,
consolidation, or other transaction) the assumption by such transferee of the
liabilities of the Trust and (b) subject to Section 8.3, if the Trust is not the
surviving entity of such merger, consolidation, or other transaction, thereupon
terminate the Trust and distribute such shares, securities, beneficial
interests, or other consideration, to the Beneficiary pursuant to a plan or
other determination duly adopted by the Managing Trustees.

     8.3 Dissolution. The Trust may be dissolved by the Managing Trustees, with
the prior approval of the Beneficiary, pursuant to a plan of dissolution or
liquidation adopted by the Managing Trustees and at the direction of the
Managing Trustees consented to by the Statutory Trustee. Such plan shall provide
that all debts of the Trust shall be satisfied and that the remaining property
of the Trust Estate shall be distributed to the Beneficiary (or, if more than
one Person holds a Beneficial Interest, to such Persons in accordance with their
percentage interest of the Beneficial Interest in the Trust); provided, however,
that such plan may include a provision for the creation of an escrow to cover
any debts or other obligations of the Trust which are not matured or are
contingent or otherwise not paid or subject to payment at the time such plan
becomes effective. At the time of any such dissolution or termination, the
Managing Trustees shall cause this

                                      -20-



Agreement to be amended in accordance with Section 8.4 to change the duration of
the Trust, as permitted by Section 8.1.

     8.4 Amendment of Trust Agreement. This Agreement may be amended by the
Managing Trustees, but only with the prior approval of the Beneficiary;
provided, however, that the Managing Trustees may amend this Agreement without
the approval of the Beneficiary at any time to the extent deemed by the Managing
Trustees in good faith to be necessary to meet the requirements necessary to
maintain the Trust's status as a business trust under the laws of the State of
Delaware, but the Managing Trustees shall not be liable for failing so to do;
provided, further, that no amendment shall adversely affect the liability of the
Beneficiary or the Statutory Trustee without their respective approvals. Actions
by the Managing Trustees pursuant to Section 9.6(a) that result in amending this
Agreement also may be effected without the approval of the Beneficiary. The
Managing Trustees shall give the Statutory Trustee notice of any proposed
amendment ten (10) days prior to the effective date of such amendment and the
Statutory Trustee shall have the right to resign as Statutory Trustee during
such period and the Managing Trustees shall appoint a replacement Statutory
Trustee pursuant to Section 3.10. The Managing Trustees shall file an amended
Certificate to reflect such resignation and replacement.

                                   ARTICLE IX
                                  MISCELLANEOUS

     9.1 Applicable Law. The Trust set forth in this Agreement is created under
and shall be governed by and construed and administered according to the laws of
the State of Delaware.

     9.2 Situs of Trust. The Trust will maintain a registered office and agent
in the State of Delaware. The initial registered office and agent of the Trust
in the State of Delaware shall be the Statutory Trustee at 900 Market Street,
Wilmington, Delaware 19801. The Statutory Trustee's sole responsibility in
connection with serving as registered agent and providing a registered office
shall be to forward to such address as the Managing Trustees shall specify in
writing, from time to time, service of process and other communications received
by it and clearly designated as receivable by or in the name of the Trust. The
Trust may have such principal and other business offices or places of business
within or without the State of Delaware as the Managing Trustees may from time
to time determine. The Managing Trustees shall select and may from time to time
change the situs of the Trust within the United States.

     9.3 Certificates. A certificate of trust as required pursuant to (S)3810 of
the Delaware Business Trust Act shall be filed for the Trust. Any person dealing
with the Trust may rely on a certificate by a Managing Trustee or an officer of
the Trust as to the terms of this Agreement and any amendments to the Agreement,
as to the identity of the Trustees and officers, and as to any matters in
connection with the Trust hereunder. Any

                                      -21-



person dealing with the Trust may, with the same effect as if it were the
original, rely on a copy of this Agreement or of any amendments hereto certified
by a Managing Trustee or an officer of the Trust to be such a copy of the
Agreement or of any such amendments.

     9.4 Headings. Headings are placed herein for convenience of reference only
and shall not be taken as a part hereof or control or affect the meaning,
construction, or effect of this Agreement.

     9.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.

     9.6 Provisions of the Trust in Conflict With Law or Regulations;
Severability and Enforceability.

          (a) The provisions of this Agreement are severable. If the Managing
     Trustees shall determine, with or without the advice of counsel, that any
     one or more of such provisions (the "Conflicting Provisions") could have
     the effect of preventing the Trust from maintaining its status as a
     Delaware business trust or are in conflict with other applicable federal or
     state laws or regulations, the Conflicting Provisions shall be deemed never
     to have constituted a part of this Agreement; provided, however, that such
     determination by the Managing Trustees shall not affect or impair any of
     the remaining provisions of this Agreement or render invalid or improper
     any action taken or omitted (including of or by the Managing Trustees)
     prior to such determination. A certification signed by a majority of the
     Managing Trustees setting forth a determination that one or more provisions
     are Conflicting Provisions and reciting that it was duly adopted by the
     Managing Trustees, or a copy of this Agreement with the Conflicting
     Provisions removed pursuant to such a determination signed by a majority of
     the Managing Trustees, shall be conclusive evidence of such determination
     when kept in the records of the Trust. The Managing Trustees shall not be
     liable for failure to make any determination under this Section 9.6.
     Nothing in this Section 9.6 shall in any way limit or affect the right of
     the Managing Trustees to amend this Agreement as provided in Section 8.4.
     The Managing Trustees shall give the Statutory Trustee notice of any
     proposed determination pursuant to the first sentence of this Section
     9.6(a) ten (10) days prior to the effective date of any such determination
     and the Statutory Trustee shall have the right to resign as Statutory
     Trustee during such period and the Managing Trustees shall appoint a
     replacement Statutory Trustee pursuant to Section 3.10. The Managing
     Trustees shall file an amended Certificate to reflect such resignation and
     replacement.

          (b) If any provision of this Agreement shall be held invalid or
     unenforceable, such invalidity or unenforceability shall attach only to
     such provision, and shall not in any manner affect or render invalid or
     unenforceable any other provision of this

                                      -22-



     Agreement. This Agreement shall be carried out as if any such invalid or
     unenforceable provisions were not contained herein.

     9.7 Binding Effect: Successors in Interest. Each Person who becomes the
holder of all or a part of the Beneficial Interest in the Trust shall agree to
be, and shall be, bound by the provisions of this Agreement. This Agreement
shall be binding upon and inure to the benefit of the Trustees and the
Beneficiary and the respective successors, assigns, heirs, distributees, and
legal representatives of each of them.

     9.8 Irrevocability by Settlor. This Agreement and the Trust created
hereunder shall be irrevocable by the Settlor, subject to the provisions of
Article VIII hereof.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.

                                       SETTLOR:

                                       TXI TEXAS, INC.


                                       By: /s/ Richard M. Fowler
                                           -------------------------------------
                                       Title: PRESIDENT


                                       MANAGING TRUSTEES:


                                       /s/ James R. McCraw
                                       -----------------------------------------
                                       James R. McCraw, Trustee

                                       Address: 1341 Mockingbird Lane, 7th Floor
                                                Dallas, Texas 75247


                                       /s/ Richard M. Fowler
                                       -----------------------------------------
                                       Richard M. Fowler, Trustee

                                       Address: 1341 Mockingbird Lane, 7th Floor
                                                Dallas, Texas 75247

                                      -23-



                                       /s/ Robert C. Moore
                                       -----------------------------------------
                                       Robert C. Moore, Trustee

                                       Address: 1341 Mockingbird Lane, 7th Floor
                                                Dallas, Texas 75247


                                       STATUTORY TRUSTEE:

                                       DELAWARE TRUST CAPITAL MANAGEMENT,
                                       not in its individual capacity but solely
                                       as Statutory Trustee


                                       By: /s/ Illegible
                                           -------------------------------------
                                           Title: VICE PRESIDENT

                                      -24-



STATE OF TEXAS     (S)
                   (S)
COUNTY OF DALLAS   (S)

     BEFORE ME, the undersigned, a Notary Public in and for said County and
State on this 29TH day of MAY, 1996, personally appeared RICHARD M. FOWLER, to
me known to be the identical person who subscribed the name TXI Texas, Inc., a
Delaware corporation, to the foregoing instrument as its PRESIDENT, and
acknowledged to me that he executed the same as his free and voluntary act and
deed and as the free and voluntary act and deed of such organization for the
uses and purposes therein set forth.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above
written.


                                           /s/ Gwynn E. Herrick
                                           ----------------------------
                                           Notary public in and for the
                                           State of Texas

My Commission Expires:                     Printed Name of Notary Public:

                  ----------------------------------
                                GWYNN E. HERRICK
                                 Notary Public
                   [SEAL]       STATE OF TEXAS
(NOTARY SEAL)            My Comm. Exp. SEPT 2, 1996
                  ----------------------------------

                                      -25-



STATE OF TEXAS     (S)
                   (S)
COUNTY OF DALLAS   (S)

     BEFORE ME, the undersigned, a Notary Public in and for said County and
State on this 29TH day of MAY, 1996, personally appeared James R. McCraw, to me
known to be the identical person who subscribed his name to the foregoing
instrument as its Trustee, and acknowledged to me that he executed the same as
his free and voluntary act and deed for the uses and purposes therein set forth.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above
written.


                                           /s/ Gwynn E. Herrick
                                           ----------------------------
                                           Notary public in and for the
                                           State of Texas

My Commission Expires:                     Printed Name of Notary Public:

                  ----------------------------------
                                GWYNN E. HERRICK
                                 Notary Public
                   [SEAL]       STATE OF TEXAS
(NOTARY SEAL)            My Comm. Exp. SEPT 2, 1996
                  ----------------------------------

                                      -26-



STATE OF TEXAS     (S)
                   (S)
COUNTY OF DALLAS   (S)

     BEFORE ME, the undersigned, a Notary Public in and for said County and
State on this 29TH day of MAY, 1996, personally appeared Richard M. Fowler, to
me known to be the identical person who subscribed his name to the foregoing
instrument as Trustee, and acknowledged to me that he executed the same as his
free and voluntary act and deed for the uses and purposes therein set forth.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above
written.


                                           /s/ Gwynn E. Herrick
                                           ----------------------------
                                           Notary public in and for the
                                           State of Texas

My Commission Expires:                     Printed Name of Notary Public:

                  ----------------------------------
                                GWYNN E. HERRICK
                                 Notary Public
                   [SEAL]       STATE OF TEXAS
(NOTARY SEAL)            My Comm. Exp. SEPT 2, 1996
                  ----------------------------------

                                      -27-



STATE OF TEXAS     (S)
                   (S)
COUNTY OF DALLAS   (S)

     BEFORE ME, the undersigned, a Notary Public in and for said County and
State on this 29TH day of MAY, 1996, personally appeared Robert C. Moore, to me
known to be the identical person who subscribed his name to the foregoing
instrument as Trustee, and acknowledged to me that he executed the same as
his free and voluntary act and deed for the uses and purposes therein set forth.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above
written.


                                           /s/ Gwynn E. Herrick
                                           ----------------------------
                                           Notary public in and for the
                                           State of Texas

My Commission Expires:                     Printed Name of Notary Public:

                  ----------------------------------
                                GWYNN E. HERRICK
                                 Notary Public
                   [SEAL]       STATE OF TEXAS
(NOTARY SEAL)            My Comm. Exp. SEPT 2, 1996
                  ----------------------------------

                                      -28-



STATE OF DELAWARE        (S)
                         (S)
COUNTY OF NEWCASTLE      (S)

     BEFORE ME, the undersigned, a Notary Public in and for said County and
State on this 26th day of June, 1996, personally appeared Richard N. Smith, to
me known to be the identical person who subscribed the name Delaware Trust
Capital Management to the foregoing instrument as its Vice President, and
acknowledged to me that he executed the same as his free and voluntary act and
deed of such organization for the uses and purposes therein set forth.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above
written.


                                           /s/ Anna M. Sklodowski
                                           -------------------------------------
                                           Notary public in and for the
                                           State of Delaware

My Commission Expires:                     Printed Name of Notary Public:


- ------------------------                   -------------------------------------

                               ANNA M. SKLODOWSKI
(NOTARY SEAL)               NOTARY PUBLIC - DELAWARE
                       My Commission expires Feb 15, 1996

                                      -29-

EX-3.65

                                                                    Exhibit 3.65

                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                              TXI OPERATIONS, L.P.

     This Certificate of Limited Partnership of TXI Operations, L.P. is being
duly executed and filed by TXI Texas, Inc. a Delaware corporation, as the sole
general partner, to form a limited partnership under the Delaware Revised
Uniform Limited Partnership Act (6 Del.C, (S)17-101, et seq).

     1. Name: The name of the limited partnership is TXI Operations, L.P. (the
"Limited Partnership").

     2. Registered Office and Agent: The address of the registered office of the
Limited Partnership in the State of Delaware is the Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801 and the name of its registered
agent at such address is The Corporation Trust Company.

     3. General Partner: The name and the business address of the sole general
partner of the Limited Partnership are TXI Texas, Inc., 1341 Mockingbird Lane,
7th Floor, Dallas, Texas, 75247.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership this 24th day of April, 1996.

                                             TXI TEXAS, INC., General Partner


                                             By: /s/ Robert C. Moore
                                                 -------------------------------
                                             Name: ROBERT C. MOORE
                                             Title: Vice President

EX-3.66

                                                                    Exhibit 3.66

                                  AMENDMENT TO
                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                              TXI OPERATIONS, L.P.

TO THE SECRETARY OF STATE OF DELAWARE:

     This Amendment to Certificate of Limited Partnership of TXI Operations,
L.P. (the "Limited Partnership") is being duly executed and filed by TXI Texas,
Inc. a Delaware corporation, as the sole general partner, pursuant to 6 Del.C,
(S) 17-202 of the Delaware Revised Uniform Limited Partnership Act.

     1. The name of the Limited Partnership is TXI Operations, L.P.

     2. The date on which the Certificate of Limited Partnership of the Limited
Partnership was filed with the Secretary of State of Delaware is April 24, 1996.

     3. The Certificate of Limited Partnership of the Limited Partnership is
amended in the following respects in order to change the name of the Limited
Partnership and to change the general partner of the limited Partnership as
follows:

          "1.  Name: The name of the Limited Partnership is TXI. Operations,
               L.P.

          3.   General Partner: The name and the business address of the sole
               general partner of the Limited Partnership are TXI Operating
               Trust, a Delaware business trust, 1341 Mockingbird Lane, 7th
               Floor, Dallas, Texas, 75247."

     IN WITNESS WHEREOF, this Amendment to Certificate of Limited Partnership of
TXI Operations, L.P. has been executed as of the 16th day of July, 1996.

                                           TXI TEXAS, INC., Withdrawing
                                              General Partner


                                           By: /s/ Robert C. Moore
                                               ---------------------------------
                                               Robert C. Moore, Vice President


                                           TXI OPERATING TRUST, New General
                                              Partner


                                           By: /s/ Robert C. Moore
                                               ---------------------------------
                                               Robert C. Moore, Managing Trustee

EX-3.67

                                                                    Exhibit 3.67

                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                               TXI OPERATING, L.P.

          THIS AGREEMENT OF LIMITED PARTNERSHIP, made and entered into as of
this 24th day of April, 1996, by and between TXI Texas, Inc., a Delaware
corporation (the "General Partner") and TXI Industries, Inc., a Delaware
corporation (the "limited Partner").

          NOW, THEREFORE, the General Partner and the Limited Partner hereby
agree to the terms and conditions of this Agreement of Limited Partnership as
follows:

                                   ARTICLE 1.

                             DEFINITIONS; REFERENCES

     1.1  Definitions. Unless the context requires otherwise, the following
          terms shall have the meanings specified in this Section 1.1:

          1.1.1 Act: The Delaware Revised Uniform Limited Partnership Act.

          1.1.2 Additional Capital Contributions: The additional capital
               contributions described in Section 3.4.

          1.1.3 Adjusted Capital Account Deficit: With respect to any Partner,
               the deficit balance, if any, in such Partner's Capital Account as
               of the end of the relevant taxable year, after giving effect to
               the following adjustments:

               (a)  Credit to such Capital Account any amounts which such
                    Partner (1) is obligated to restore to the Partnership upon
                    liquidation of its interest in the Partnership (or which is
                    so treated pursuant to Regulations Section
                    1.704-1(b)(2)(ii)(c)) pursuant to the terms of this
                    Agreement or under state law or (2) is deemed to be
                    obligated to restore pursuant to the penultimate sentences
                    of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and
                    (3) the Partner's share (as determined under Code Section
                    752) of any recourse indebtedness of the Partnership to the
                    extent that such indebtedness could not be repaid out of the
                    Partnership's assets if all of the Partnership's assets were
                    sold at their respective Book Values as of the end of the
                    Fiscal Year or other period and the proceeds from the sales
                    were used to pay the Partnership's liabilities; and



               (b)  Debit to such Capital Account the items described in
                    Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5),
                    and 1.704-1(b)(2)(ii)(d)(6) of the Regulations.

               The foregoing definition of Adjusted Capital Account Deficit is
               intended to comply with the provisions of Section
               1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted
               consistently therewith. For purposes of clause (a)(3) above, the
               amounts computed pursuant to clause (a)(1) above for each Partner
               shall be considered to be proceeds from the sale of the assets of
               the Partnership to the extent such amounts would be available to
               satisfy (directly or indirectly) the indebtedness specified in
               clause (a)(3).

          1.1.4 Affiliate: With respect to any Person, a Person that directly or
               indirectly, through one or more intermediaries, controls, is
               controlled by, or is under common control with the Person in
               question. As used herein, the term "control" means the
               possession, directly or indirectly, of the power to direct or
               cause the direction of the management and policies of a Person,
               whether through ownership of voting securities or interests, by
               contract, or otherwise.

          1.1.5 Agreement: This Agreement of Limited Partnership of TXI
               Operations, L.P. and any amendments hereto.

          1.1.6 Bankruptcy: A Person shall be deemed bankrupt if:

               (a)  any proceeding is commenced against such Person as "debtor"
                    for any relief under bankruptcy or insolvency laws, or laws
                    relating to the relief of debtors, reorganizations,
                    arrangements, compositions, or extensions and such
                    proceeding is not dismissed within sixty (60) days after
                    such proceeding has commenced, or

               (b)  such Person commences any proceeding for relief under
                    bankruptcy or insolvency laws or laws relating to the relief
                    of debtors, reorganizations, arrangements, compositions, or
                    extensions.

          1.1.7 Book Value: With respect to any asset, the asset's adjusted
               basis for federal income tax purposes, except as follows:

               (a)  the initial Book Value of any asset contributed (or deemed
                    contributed under Regulations Section 1.708-1(b)(1)(iv)) by
                    a Partner to the Partnership shall be the asset's gross fair
                    market value at the time of the contribution;

                                       -2-



               (b)  the Book Value of all Partnership assets shall be adjusted
                    to equal their respective gross fair market values, as
                    determined by the General Partner in its reasonable
                    judgment:

                    (i)  if the General Partner reasonably determines an
                         adjustment is necessary or appropriate to reflect the
                         relative economic interests of the Partners in the
                         Partnership as of (1) the acquisition of an additional
                         interest in the Partnership by any new or existing
                         Partner in exchange for more than a de minimis capital
                         contribution, or (2) the distribution by the
                         Partnership to a Partner of more than a de minimis
                         amount of Partnership property as consideration for an
                         interest in the Partnership; and

                    (ii) as of the liquidation of the Partnership within the
                         meaning of Regulations Section 1.704-1(b)(2)(ii)(g);

               (c)  the Book Value of any Partnership asset distributed to any
                    Partner will be the gross fair market value of the asset on
                    the date of distribution; and

               (d)  the Book Values of Partnership assets will be increased or
                    decreased to reflect any adjustment to the adjusted basis of
                    the assets under Code Sections 734(b) or 743(b), but only to
                    the extent that the adjustment is taken into account in
                    determining Capital Accounts under Regulations Section
                    1.704-1(b)(2)(iv)(m), provided that Book Values will not be
                    adjusted hereunder to the extent that the General Partner
                    determines that an adjustment under clause (b) is necessary
                    or appropriate in connection with a transaction that would
                    otherwise result in an adjustment under this clause (d).

               After the Book Value of any asset has been adjusted under clause
               (a), clause (b) or clause (d) above, Book Value will be adjusted
               by the Depreciation taken into account with respect to the asset
               for purposes of computing Net Profit and Net Loss.

          1.1.8 Capital Account: The capital account of a Partner established
               and maintained in accordance with Section 5.1.

          1.1.9 Capital Contributions: With respect to any Partner, the amount
               of money actually contributed (or deemed contributed pursuant to
               Regulations Section 1.704-1(b)(2)(iv)(c)) to the Partnership and
               the initial Book Value of any property (other than money)
               contributed to the Partnership with respect to the interest in
               the Partnership held by that Partner (net of any liabilities
               secured by such property that the Partnership is considered to
               assume or to take subject to Code Section

                                       -3-



               752). Any reference in this Agreement to the Capital Contribution
               of a Partner will include a Capital Contribution made by any
               prior Partner with respect to the Partnership interest of the
               Partner.

          1.1.10 Capital Transaction: The sale, exchange or other disposition of
               all or any portion of the property of the Partnership other than
               in the ordinary course of business of the Partnership. Capital
               Transactions include the financing or refinancing of Partnership
               property which creates excess funds not needed for Operations and
               which funds, in the opinion of the General Partner, are available
               for distribution to the Partners.

          1.1.11 Code: The United States Internal Revenue Code of 1986, as now
               existing or hereafter amended. References to sections of the Code
               include successor provisions to those sections.

          1.1.12 Depreciation: For each taxable year or other period, an amount
               equal to the depreciation, amortization or other cost recovery
               deduction allowable with respect to an asset for the year or
               other period, except that if the Book Value of an asset differs
               from its adjusted basis for federal income tax purposes at the
               beginning of the year or other period, Depreciation will be an
               amount which bears the same ratio to the beginning Book Value as
               the federal income tax depreciation, amortization or other cost
               recovery deduction for the year or other period bears to the
               beginning adjusted tax basis, provided that if the federal income
               tax depreciation, amortization, or other cost recovery deduction
               for the year or other period is zero, Depreciation will be
               determined with reference to the beginning Book Value using any
               reasonable method selected by the General Partner.

          1.1.13 Fiscal Year: The period commencing on June 1 of each year and
               ending on May 31 of such year.

          1.1.14 General Partner: TXI Texas, Inc., a Delaware corporation before
               the transfer described in Section 7.2.2 hereof and TXI Operating
               Trust after such transfer.

          1.1.15 Gross Income: For each Fiscal Year or other period, an amount
               equal to the Partnership's gross income as determined for federal
               income tax purposes for such Fiscal Year or period but computed
               with the adjustments specified in Section 1.1.20(a) and (c).

          1.1.16 Initial Capital Contributions: The Capital Contributions of the
               General Partner made pursuant to Section 3.1 and the Limited
               Partners made pursuant to Sections 3.2 and 3.3.

                                       -4-



          1.1.17 Limited Partners: TXI Industries, Inc., a Delaware corporation,
               the transferees pursuant to the Initial Transfer and Subsequent
               Transfer as defined in Section 7.2.3 hereof, and any other Person
               who is admitted to the Partnership as a Limited Partner and shown
               as a Limited Partner on the books and records of the Partnership.

          1.1.18 Net Cash Flow: All cash funds from operations of the
               Partnership on hand or on deposit from time to time after (i)
               payment of all operating expenses payable as of the date in
               question, (ii) provision for payment of all outstanding and
               unpaid Partnership obligations due and payable as of the date in
               question or within sixty (60) days thereafter, and (iii) the
               establishment of such reasonable reserves as the General Partner,
               in its sole discretion, deems appropriate for the operating needs
               of the Partnership. "Net Cash Flow" shall not include or reflect
               any proceeds received or expenses incurred in connection with a
               Capital Transaction.

          1.1.19 Net Proceeds of a Capital Transaction: The net proceeds
               received by the Partnership in connection with a Capital
               Transaction after payment of all costs and expenses incurred by
               the Partnership in connection with such Capital Transaction,
               including, without limitation, brokers' commissions, loan fees,
               other closing costs, the cost of any alteration, improvement,
               restoration or repair of Partnership assets necessitated by or
               incurred in connection with such Capital Transaction, any
               reserves that the General Partner believes in good faith should
               be established and the payment of any loans owed by the
               Partnership to any of the Partners, plus any other loans that
               should be appropriately paid, as determined by the General
               Partner in its reasonable discretion.

          1.1.20 Net Profit and Net Loss: For each Fiscal Year or other period,
               an amount equal to the Partnership's taxable income or loss for
               such Fiscal Year or period, determined in accordance with Code
               Section 703(a) (for this purpose, all items of income, gain, loss
               or deduction required to be stated separately pursuant to Code
               Section 703(a)(1) shall be included in taxable income or loss)
               with the following adjustments:

               (a)  any income of the Partnership that is exempt from federal
                    income tax and not otherwise taken into account in computing
                    Net Profit or Net Loss shall be added to such taxable income
                    or loss;

               (b)  any expenditures of the Partnership described in Code
                    Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B)
                    expenditures under Regulations Section 1.704-1(b)(2)(iv)(i)
                    and not otherwise taken into account in computing Net Profit
                    or Net Loss shall be subtracted from such taxable income or
                    loss;

                                       -5-



               (c)  gain or loss resulting from any disposition of Partnership
                    property with respect to which gain or loss is recognized
                    for federal income tax purposes shall be computed by
                    reference to the Book Value of such property notwithstanding
                    that the Book Value of such asset differs from its adjusted
                    tax basis;

               (d)  gain or loss resulting from any adjustment pursuant to
                    Section 1.1.7(b) shall be taken into account as gain or loss
                    from disposition of the asset for purposes of computing Net
                    Profit or Net Loss hereunder;

               (e)  gain or loss resulting from any adjustment attributable to
                    an inkind distribution of assets to any Partner pursuant to
                    Sections 5.2 shall be taken into account as gain or loss
                    from disposition of the asset for purposes of computing Net
                    Profit or Net Loss hereunder;

               (f)  in lieu of the depreciation, amortization and other cost
                    recovery deductions taken into account in computing taxable
                    income or loss, there shall be taken into account
                    Depreciation for such Fiscal Year or other period as
                    determined under Regulations Section
                    1.704-1(b)(2)(iv)(g)(3);

               (g)  the amount of any Gross Income specially allocated to the
                    Partners pursuant to Sections 4.7 through 4.9 and 4.14 shall
                    not be included as income or revenue; and

               (h)  any amount allocated pursuant to Sections 4.11 through 4.14
                    shall not be included as a gain, loss or deduction.

          1.1.21 Net Profit and Net Loss from Capital Transactions: Net Profit
               and Net Loss including only those items of income, gain, loss and
               deduction relating to Capital Transactions.

          1.1.22 Net Profit and Net Loss from Operations: Net Profit and Net
               Loss excluding those items of income, gain, loss and deduction
               related solely to Capital Transactions.

          1.1.23 Nonrecourse Deductions: Losses, deductions or Code Section
               705(a)(2)(B) expenditures attributable to Nonrecourse Liabilities
               of the Partnership. The amount of Nonrecourse Deductions for any
               Fiscal Year or other period shall be determined in accordance
               with the provisions of Regulations Section 1.704-2(c).

          1.1.24 Nonrecourse Liability: A nonrecourse liability as defined in
               Regulations Section 1.752-1(a)(2).

                                       -6-



          1.1.25 Operations: All operations and activities of the Partnership
               other than those related to or consisting of a Capital
               Transaction.

          1.1.26 Partner: A Partner of the Partnership, including the General
               Partner and the Limited Partner.

          1.1.27 Partner Nonrecourse Debt: Any Nonrecourse Liability of the
               Partnership for which any Partner or related person bears the
               economic risk of loss under Regulations Section 1.752-2.

          1.1.28 Partner Nonrecourse Debt Minimum Gain: The minimum gain
               attributable to Partner Nonrecourse Debt as determined under
               Regulations Section 1.704-2(i)(3).

          1.1.29 Partner Nonrecourse Deductions: Partnership losses, deductions
               or Code Section 705(a)(2)(B) expenditures attributable to a
               particular Partner Nonrecourse Debt. The amount of Partner
               Nonrecourse Deductions for any Fiscal Year or other period shall
               be determined in accordance with the provisions of Regulations
               Section 1.704-2(i)(2).

          1.1.30 Partnership: TXI Operations, L.P., a Delaware limited
               partnership.

          1.1.31 Partnership Certificate: The certificate of limited partnership
               of the Partnership filed in conformance with the Act.

          1.1.32 Partnership Minimum Gain: The amount computed under Regulations
               Section 1.704-2(d)(1) with respect to the Partnership's
               Nonrecourse Liabilities.

          1.1.33 Partnership Percentage or Percentages: The percentages of the
               Partners as follows:

               General Partner    1%
               Limited Partner   99%

          1.1.34 Partnership Term: The period of duration of the Partnership, as
               set forth in Section 2.5.

          1.1.35 Person: Any individual, partnership, corporation, trust or
               other legal entity.

          1.1.36 Regulations: The Income Tax Regulations promulgated under the
               Code, as such regulations may be amended from time to time
               (including corresponding provisions of succeeding regulations).

          1.1.37 Tax Matters Partner: The General Partner.

                                       -7-



          1.1.38 Transfer: Any sale, assignment, transfer, lease or other
               disposal of property, including without limitation, an interest
               in the Partnership.

     1.2  References. Unless otherwise specified herein, references in this
          Agreement to "Section," "Subsection," "Article," or "Exhibit" refer to
          the sections, subsections, articles, or exhibits in this Agreement.

                                   ARTICLE 2.

                  FORMATION, NAME, PURPOSE, REGISTERED OFFICE,
                            REGISTERED AGENT AND TERM

     2.1  Formation of the Limited Partnership. The General Partner and the
          Limited Partner hereby form the Partnership as a limited partnership
          pursuant to and in accordance with the provisions of the Act.

     2.2  Partnership Name. The business of the Partnership will be conducted
          under the name TXI Operations, L.P. or such other name or names as the
          General Partner may determine.

     2.3  Purpose. The purpose of the Partnership is to (i) manufacture and
          market cement, ready-mix concrete and other building materials; (ii)
          own, manage, operate, mortgage, sell and otherwise deal with the
          assets of the Partnership; and, (iii) engage in such other activities
          as the General Partner shall deem appropriate, to the extent such
          activities may be carried on under applicable law and are not
          prohibited by the terms and provisions of this Agreement.

     2.4  Principal and Registered Office. The principal office of the
          Partnership is at 1341 Mockingbird Lane, Dallas, Texas 75247. The
          General Partner has a business office at the Partnership's principal
          office. The registered office of the Partnership is at Corporation
          Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 and The
          Corporation Trust Center is the registered agent of the Partnership.
          The General Partner may change the principal or registered office or
          registered agent of the Partnership from time to time. The General
          Partner may establish, maintain and abandon one or more additional
          places of business for the Partnership.

     2.5  Term of the Partnership. The term of the Partnership shall commence
          upon the filing and recording of the Partnership Certificate, and
          shall continue until December 31, 2046, unless earlier terminated
          pursuant to the terms of this Agreement.

                                       -8-



                                   ARTICLE 3.

                      CAPITAL CONTRIBUTIONS; PARTNER LOANS

     3.1  Initial Capital Contributions of General Partner. Upon the formation
          of the Partnership, the General Partner has contributed $10.00 to the
          Partnership. Following the formation the General Partner shall
          contribute one percent (1%) of the manufacturing and operating assets
          previously held by TXI Industries, Inc. (to consist of cash) to the
          Partnership. The General Partner shall not otherwise be required to
          make additional contributions to the Partnership except as provided in
          Sections 3.4 and 5.5.

     3.2  Initial Capital Contribution of Limited Partner. Upon the formation of
          the Partnership, the Limited Partner has contributed $990.00 to the
          Partnership. Following the formation TXI Industries, Inc. shall convey
          to the Partnership as a contribution on behalf of the Limited Partner
          ninety-nine percent (99%) of the manufacturing and operating assets of
          TXI Industries, Inc.. Such conveyance shall be in lieu of a conveyance
          to Texas Industries Holdings, Inc., a conveyance by Texas Industries
          Holdings, Inc. to Texas Industries Trust, and a conveyance by Texas
          Industries Trust to the Partnership. The Limited partner shall not be
          required to make additional contributions to the Partnership except as
          specified in Sections 3.4 and 5.5.

     3.3  Authorization of Partner Loans. Subject to the limitations herein and
          to other agreements of the Partnership, the General Partner from time
          to time may cause the Partnership to borrow required amounts from one
          or more Partners or their Affiliates. Loans made by Partners or
          Affiliates under this Section 3.3 will not be considered a
          contribution to the capital of the Partnership, but will constitute
          indebtedness of the Partnership to the advancing Partner or Affiliate,
          payable from the first available net cash flow of the Partnership
          unless otherwise agreed by the lending Partner or Affiliate and, to
          the extent still unpaid, upon the termination and liquidation of the
          Partnership. Each loan by a Partner or Affiliate will bear simple
          interest compounded annually on the unpaid principal balance at the
          interest rate approved by the General Partner. The Partners will not
          be personally liable for loans made by Partners or Affiliates under
          this Section 3.3 or be obligated to make contributions to the capital
          of the Partnership to repay those loans. Loans made by Partners or
          Affiliates under this Section 3.3 will be payable only from the assets
          of the Partnership.

     3.4  Additional Capital Contributions. The Partners may make Additional
          Capital Contributions to the Partnership from time to time as may be
          required to meet the demands of the business of the Partnership. The
          Partners shall contribute such Additional Capital Contributions in
          cash in proportion to the Partners' Partnership Percentages.

                                       -9-



                                   ARTICLE 4.

                          DISTRIBUTIONS AND ALLOCATIONS

     4.1  Distribution of Net Cash Flow. Net Cash Flow shall be distributed
          among the Partners in accordance with their Partnership Percentages at
          such times and in such amounts as shall be determined by the General
          Partner.

     4.2  Distribution of Net Proceeds of a Capital Transaction. Net Proceeds of
          a Capital Transaction shall be distributed among the Partners in
          accordance with their Partnership Percentages at such times and in
          such total amounts as shall be determined by the General Partner.

     4.3  Return of and Interest on Capital Contributions. No Partner is
          entitled to the return of his Capital Contributions or his Capital
          Account or to be paid interest in respect of either his Capital
          Account or any Capital Contribution made by him to the Partnership
          except as provided in this Agreement.

     4.4  Payments. The amount of any distribution or payment to a Partner
          whether pursuant to Article 4 or Article 9 hereof may be made in cash
          or in-kind or partially in cash and partially in-kind in the
          reasonable discretion of the General Partner or the liquidating
          trustees, as the case may be, less reasonable reserves established in
          the reasonable discretion of the General Partner or the liquidating
          trustees, as the case may be, for known or unknown liabilities of the
          Partnership.

     4.5  In-Kind Distributions. All distributions of assets in-kind shall be
          made at Book Value as determined pursuant to Section 5.3 and shall be
          distributed to the Partners in the same manner as a distribution of
          Net Proceeds of a Capital Transaction would have been made if such
          assets had been sold. The Net Profit or Net Loss resulting from
          distribution will be allocated in accordance with Section 4.6.3 or
          Section 4.6.4, as the case may be.

     4.6  Allocations of Net Profit and Net Loss.

          4.6.1 Net Profit From Operations.

               (a)  If any Net Loss has been allocated to the Partners pursuant
                    to Section 4.6.2 or Section 4.6.4, then Net Profit from
                    Operations shall first be allocated to the Partners, in the
                    same proportions as such Net Loss was allocated, until each
                    Partner's Capital Account balance equals what it would have
                    been had there been no such allocation of Net Loss.

               (b)  After any allocation required pursuant to Section 4.6.1(a),
                    Net Profit from Operations shall be allocated among the
                    Partners in accordance with their Partnership Percentages.

                                      -10-



          4.6.2 Net Loss From Operations.

               (a)  If any Net Profit has been allocated to the Partners
                    pursuant to Section 4.6.1 or Section 4.6.3, then Net Loss
                    from Operations shall first be allocated to the Partners, in
                    the same proportions as such Net Profit was allocated, until
                    each Partner's Capital Account balance equals what it would
                    have been had there been no such allocation of Net Profit.

               (b)  After any allocation required pursuant to Section 4.6.2(a)
                    Net Loss from Operations shall be allocated among the
                    Partners in proportion to their Capital Accounts until such
                    Capital Account balances equal zero.

               (c)  After any allocation required pursuant to Section 4.6.2(b),
                    Net Loss from Operations shall be allocated to the General
                    Partner.

          4.6.3 Net Profit From Capital Transactions.

               (a)  If any Net Loss has been allocated to the Partners pursuant
                    to Section 4.6.2 or Section 4.6.4, then Net Profit from
                    Capital Transactions shall first be allocated to the
                    Partners, in the same proportions as such Net Loss was
                    allocated, until each Partner's Capital Account balance
                    equals what it would have been had there been no such
                    allocation of Net Loss.

               (b)  After any allocation required pursuant to Section 4.6.3(a),
                    Net Profit from Capital Transactions shall be allocated
                    among the Partners in accordance with their Partnership
                    Percentages.

          4.6.4 Net Loss From Capital Transactions.

               (a)  If any Net Profit has been allocated to the Partners
                    pursuant to Section 4.6.1 or Section 4.6.3, then Net Loss
                    from Capital Transactions shall first be allocated to the
                    Partners, in the same proportions as such Net Profit was
                    allocated, until each Partner's Capital Account balance
                    equals what it would have been had there been no such
                    allocation of Net Profit.

               (b)  After any allocation required pursuant to Section 4.6.4(a)
                    Net Loss from Capital Transactions shall be allocated among
                    the Partners in proportion to their Capital Accounts until
                    such Capital Account balances equal zero.

                                      -11-



               (c)  After any allocation required pursuant to Section 4.6.4(b),
                    Net Loss from Capital Transactions shall be allocated to the
                    General Partner.

     4.7  Partnership Minimum Gain Chargeback. Notwithstanding any other
          provision of this Agreement to the contrary, if in any Fiscal Year or
          other period there is a net decrease in the amount of the Partnership
          Minimum Gain, then each Partner shall first be allocated items of
          Gross Income for such year (and, if necessary, subsequent years) in an
          amount equal to such Partner's share of the net decrease in such
          Minimum Gain during such year (as determined under Regulations Section
          1.704-2(g)(2)); provided, however, if there is insufficient Gross
          Income in a year to make the allocation specified above for all
          Partners for such year, the Gross Income shall be allocated among the
          Partners in proportion to the respective amounts they would have been
          allocated had there been an unlimited amount of Gross Income for such
          year.

     4.8  Minimum Gain Chargeback for Partner Nonrecourse Debt. Notwithstanding
          any other provision of this Agreement to the contrary other than
          Section 4.7, if in any year there is a net decrease in the amount of
          the Partner Nonrecourse Debt Minimum Gain, then each Partner shall
          first be allocated items of Gross Income for such year (and, if
          necessary, subsequent years) in an amount equal to such Partner's
          share of the net decrease in such Minimum Gain during such year (as
          determined under Regulations Section 1.7042(i)(4)); provided, however,
          if there is insufficient Gross Income in a year to make the allocation
          specified above for all Partners for such year, the Gross Income shall
          be allocated among the Partners in proportion to the respective
          amounts they would have been allocated had there been an unlimited
          amount of Gross Income for such year.

     4.9  Qualified Income Offset. Notwithstanding any other provision of this
          Agreement to the contrary (except Sections 4.7 and 4.8 which shall be
          applied first), if in any Fiscal Year or other period a Partner
          unexpectedly receives an adjustment, allocation or distribution
          described in Regulations Section 1.7041(b)(2)(ii)(d)(4), (5) or (6),
          such Partner will be specially allocated items of Gross Income in an
          amount and manner sufficient to eliminate, to the extent required by
          the Regulations, the Adjusted Capital Account Deficit of such Partner
          as quickly as possible.

     4.10 Limit on Loss Allocations. Notwithstanding the provisions of Section
          4.6.2, 4.6.4 or any other provision of this Agreement to the contrary,
          Net Loss (or items thereof) shall not be allocated to a Partner if
          such allocation would cause or increase such Partner's Adjusted
          Capital Account Deficit and shall be reallocated to the other
          Partners, subject to the limitations of this Section 4.10.

                                      -12-



     4.11 Net Loss from Partner Nonrecourse Debt. Any Net Loss or deductions
          attributable to Partner Nonrecourse Debt shall be allocated to the
          Partner who bears the economic risk of loss with respect to such debt.

     4.12 Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or
          other period shall be allocated among the Partners in accordance with
          their Partnership Percentages.

     4.13 Code Section 754 Adjustments. To the extent an adjustment to the
          adjusted tax basis of any Partnership asset under Code Sections 734(b)
          or 743(b) is required to be taken into account in determining Capital
          Accounts under Regulations Section 1.704-1(b)(2)(iv)(m), the amount of
          the adjustment to the Capital Accounts will be treated as an item of
          gain (if the adjustment increases the basis of the asset) or loss (if
          the adjustment decreases the basis), and the gain or loss will be
          specially allocated to the Partners in a manner consistent with the
          manner in which their Capital Accounts are required to be adjusted
          under Regulations Section 1.704-1(b)(2)(iv)(m).

     4.14 Reversal of Mandatory Allocations. In the event that any Gross Income
          or Net Loss is allocated pursuant to Section 4.7 through 4.10,
          subsequent Gross Income, Net Profit or Net Loss (or items thereof)
          will first be allocated (subject to Sections 4.7 through 4.10) to the
          Partners in a manner which will result in each Partner having a
          Capital Account balance equal to that which would have resulted had
          the original allocation of Gross Income or Net Loss (or items thereof)
          pursuant to Sections 4.7 through 4.10 not occurred.

     4.15 Compliance with Code. The foregoing provisions of this Agreement
          relating to the allocation of Net Profit and Net Loss are intended to
          comply with Regulations under Section 704(b) of the Code and shall be
          interpreted and applied in a manner consistent with such Regulations.

     4.16 Tax Allocations -- Code Section 704(c). In accordance with Code
          Section 704(c) and the related Regulations, income, gain, loss and
          deduction with respect to any property contributed to the capital of
          the Partnership, solely for tax purposes, will be allocated among the
          Partners so as to take account of any variation between the adjusted
          basis to the Partnership of the property for federal income tax
          purposes and the initial Book Value of the property. If the Book Value
          of any Partnership asset is adjusted under Section 1.1.7, subsequent
          allocations of income, gain, loss and deduction with respect to that
          asset will take account of any variation between the adjusted basis of
          the asset for federal income tax purposes and its Book Value in the
          same manner as under Code Section 704(c) and the related Regulations.
          Any elections or other decisions relating to allocations under this
          Section 4.16 will be made in any manner that the General Partner
          determines reasonably reflects the purpose and intention of this
          Agreement. Allocations under this Section 4.16 are solely for purposes
          of federal, state and local taxes and will not affect, or in any way
          be taken into account in computing, any Partner's

                                      -13-



          Capital Account or share of Net Profit, Net Loss, or other items or
          distributions under any provision of this Agreement.

     4.17 Allocation on Transfer. If any interest in the Partnership is
          transferred, or is increased or decreased by reason of the admission
          of a new Partner or otherwise, during any Fiscal Year, the Partnership
          shall make an interim closing of its books as of the effective date of
          such date of transfer or admission and shall allocate Net Income or
          Net Loss or items thereof based on such interim closing. All transfers
          of interests or admissions or exclusions of Partners occurring at any
          time during a month shall be deemed effective as of the opening of
          business on the first day of the subsequent month.

     4.18 Minimum Interest of General Partner. Notwithstanding any indication to
          the contrary, the General Partner's interest in each item of
          Partnership income, gain, loss, deduction and credit shall be not less
          than 1%, except as otherwise required pursuant to Section 704(b) or
          Section 704(c) of the Code.

                                   ARTICLE 5.

                                CAPITAL ACCOUNTS

     5.1  Capital Accounts. A separate capital account ("Capital Account") shall
          be maintained for each Partner. There shall be credited to each
          Partner's Capital Account the amount of any cash actually contributed
          by such Partner to the capital of the Partnership (or deemed
          contributed pursuant to Regulations Section 1.704-1(b)(2)(iv)(c)), the
          Book Value of any property contributed by such Partner to the capital
          of the Partnership (net of any liabilities secured by such property
          that the Partnership is considered to assume or to take subject to
          under Code Section 752), such Partner's share of the Net Profit (and
          all items in the nature of income or gain that are specially allocated
          to the Partner under Article 4 hereof) of the Partnership and the
          amount of any Partnership liabilities that are assumed by the Partner
          or secured by any Partnership property distributed to the Partner.
          There shall be charged against each Partner's Capital Account the
          amount of all cash distributed to such Partner by the Partnership (or
          deemed distributed pursuant to Regulations Section
          1.704-1(b)(2)(iv)(c)), the Book Value of any property distributed to
          such Partner by the Partnership (net of any liability secured by such
          property that the Partner is considered to assume or take subject to
          under Code Section 752), such Partner's share of the Net Loss (and all
          items in the nature of deduction or loss that are specially allocated
          to the Partner under Article 4 hereof) of the Partnership and the
          amount of any liabilities of the Partner assumed by the Partnership or
          which are secured by any property contributed by the Partner to the
          Partnership.

     5.2  Adjustment for In-Kind Distributions. If the Partnership at any time
          distributes any of its assets in-kind to any Partner, the Capital
          Account of each

                                      -14-



          Partner shall be adjusted as contemplated by Section 4.5, as
          applicable, to account for that Partner's allocable share (as
          determined under Article 4 above) of the Net Profit or Net Loss that
          would have been realized by the Partnership had it sold the assets
          distributed for their respective fair market values immediately prior
          to their distribution.

     5.3  Property Revaluation. The Capital Accounts shall be adjusted to
          reflect a revaluation of Partnership property to its fair market value
          on the date of adjustment upon the occurrence of any of the following
          events:

          5.3.1 an increase in any new or existing Partner's Partnership
               Percentage resulting from the contribution of money or property
               by such Partner to the Partnership including a conversion of debt
               into Partnership interests,

          5.3.2 any reduction in a Partner's Partnership Percentage resulting
               from a distribution to such Partner in consideration of all or
               part of his Partnership interest, unless such distribution is pro
               rata to all Partners in accordance with their respective
               Partnership Percentages, and

          5.3.3 whenever else allowed under Regulations Section
               1.704-1(b)(2)(iv)(f).

          The adjustments to Capital Accounts shall reflect the manner in which
          the unrealized Net Profit or Net Loss inherent in the property would
          be allocated if there were a disposition of the Partnership's property
          at its fair market value on the date of adjustment.

     5.4  Interpretation. It is the intention of the Partners that the Capital
          Accounts be maintained strictly in accordance with the capital account
          maintenance requirements of Regulations under Code Section 704(b). The
          foregoing provisions and the other provisions of this Agreement
          relating to the maintenance of the Capital Accounts are intended to
          comply with such Regulations and shall be interpreted and applied in a
          manner consistent with such Regulations and any amendment or successor
          provision thereto. The General Partner also shall make any appropriate
          modifications if unanticipated events might otherwise cause this
          Agreement not to comply with the Regulations, so long as such changes
          would not cause a material change in the relative economic benefits of
          the Partners under this Agreement.

     5.5  Obligation to Repay or Restore. If the Limited Partner has received
          distributions of Net Cash Flow or Net Proceeds of a Capital
          Transaction, it may be obligated under the Act to repay or restore to
          the Partnership all or a portion of the amount received if such
          distributions cause the fair market value of the Partnership's assets
          to be less than the Partnership's liabilities. Subject to the
          foregoing requirement, the Limited Partner shall not be required to
          pay to the Partnership or to any other Partner any deficit or negative
          balance which may exist from time to time in its Capital Account;

                                      -15-



          provided, however, in the event the Limited Partner erroneously
          receives distributions in excess of his interest in such distributions
          as specified in Sections 4.1, 4.2 and 4.3 hereof ("Excess
          Distributions"), then, as between the Partners but not for the benefit
          of other Persons. such Partner shall be indebted to the Partnership
          for such Excess Distributions, and such indebtedness shall be payable
          on terms or on demand as may be prescribed by the General Partner. The
          General Partner shall contribute, prior to the dissolution and
          liquidation of the Partnership, an amount equal to the lesser of (a)
          an amount which will cause the total Capital Contributions made by the
          General Partner during the Partnership Term to equal one percent (1%)
          of the total Capital Contributions made to the Partnership (including
          the Capital Contribution to be made by the General Partner pursuant to
          this Section 5.5), or (b) the deficit balance in its Capital Account
          as of the date of such dissolution and liquidation.

     5.6  Tax Elections. The General Partner is authorized, in its reasonable
          discretion, to make all elections permitted or required of the
          Partnership under Regulations Section 1.704-1, Code Section 754 and
          any other provisions of the Code.

                                   ARTICLE 6.

                               OPERATING EXPENSES

     6.1  Operating Expenses and Reimbursements. The Partnership shall bear (or
          reimburse the General Partner for its payment of) all costs and
          expenses of every kind and description incurred in connection with the
          organization, operation, liquidation and dissolution of the
          Partnership including, but not limited to, travel expenses, fees of
          consultants, accountants, and attorneys, fees and expenses of the
          preparation of quarterly unaudited financial statements, the annual
          audit, if any, and tax returns of the Partnership, interest on
          indebtedness of the Partnership, and fees and expenses incurred in any
          litigation by or against the Partnership.

                                   ARTICLE 7.

                 ADMISSION OF PARTNERS; ASSIGNMENT OF INTERESTS

     7.1  Admission of Additional Partners. Other than TXI Operating Trust, a
          Delaware business trust which shall be admitted to the Partnership
          pursuant to the provisions of Section 7.2.2 hereof and Texas
          Industries Holdings, Inc., a Delaware corporation and Texas Industries
          Trust, a Delaware business trust, which shall be admitted to the
          Partnership pursuant to the provisions of Section 7.2.3 hereof, no
          additional partners shall be admitted to the Partnership.

                                      -16-



     7.2  Assignment or Transfer of Partnership Interests.

          7.2.1 Except as provided in Section 7.2.2 and 7.2.3, no Partner shall
               sell, assign, pledge, mortgage, or otherwise dispose of or
               Transfer, in whole or in part, its Partnership interest or its
               share of the Partnership's capital, assets or property or enter
               into any agreement, the result of which would be for another
               Person to become directly or indirectly interested in the
               Partnership.

          7.2.2 The general Partnership interest of TXI Texas, Inc. may be
               transferred to TXI Operating Trust. Upon the effective time of
               the above transfer, TXI Texas, Inc. shall withdraw from the
               Partnership and TXI Operating Trust shall be admitted as a
               Partner with the same Partnership and TXI Operating Trust shall
               be admitted as a Partner with the same Partnership interest as
               TXI Texas, Inc.

          7.2.3 The limited Partnership interest of TXI Industries, Inc. may be
               transferred to Texas Industries Holdings, Inc. (the "Initial
               Transfer") and the same Partnership interest may be transferred
               by Texas Industries Holdings, Inc. to Texas Industries Trust (the
               "Subsequent Transfer"). Upon the effective time of the Initial
               Transfer, TXI Industries, Inc. shall withdraw from the
               Partnership and Texas Industries Holdings, Inc. shall be admitted
               as a Partner with the same Partnership interest as TXI
               Industries, Inc. and upon the effective time of the Subsequent
               Transfer Texas Industries Holdings, Inc. shall withdraw and Texas
               Industries Trust shall be admitted as a Partner with the same
               Partnership interest as Texas Industries Holdings, Inc..

                                   ARTICLE 8.

                       MANAGEMENT DUTIES AND RESTRICTIONS

     8.1  Powers of General Partner.

          8.1.1 General Authority of the General Partner. The business and
               affairs of the Partnership will be managed exclusively by the
               General Partner. Except as otherwise expressly provided in this
               Agreement with respect to matters requiring the approval of the
               Limited Partner, all determinations relating to the business and
               affairs of the Partnership will be made by the General Partner in
               its sole discretion and will not give rise to any right or claim
               by any Partner or the Partnership unless made in violation of an
               express provision of this Agreement. Except as otherwise provided
               herein, the General Partner will have complete authority to take,
               in its own name or in the name of the Partnership, any action
               that the General Partner determines to be appropriate under this
               Agreement or for the conduct of the business of the Partnership,
               including without limitation the actions specified in

                                      -17-



               Section 8.1.2. All decisions and actions taken by the General
               Partner under the authority of this Section 8.1 will be binding
               upon all of the Partners and the Partnership.

          8.1.2 Specific Authority of General Partner. Except as otherwise
               expressly set forth in this Agreement, the General Partner shall
               have all rights and powers of a general partner under the Act.
               Subject to the limitations contained in Section 8.1.3, the
               authority of the General Partner to manage the business and
               affairs of the Partnership will include complete authority:

               (a)  To acquire, dispose of, lease or exchange assets of the
                    Partnership;

               (b)  To borrow money or otherwise create or assume indebtedness
                    for the Partnership;

               (c)  To create an Encumbrance on all or any part of the
                    Partnership's assets in order to secure loans or advances to
                    or assumed by the Partnership or any Person in which the
                    Partnership has a direct or indirect interest, or any
                    obligation of the Partnership or any Person in which the
                    Partnership has a direct or indirect interest, or for any
                    other Partnership purpose;

               (d)  To execute and deliver for the Partnership agreements and
                    other instruments (including, without limitation,
                    instruments creating an Encumbrance on Partnership assets)
                    for any purpose authorized by clause (c), including without
                    limitation agreements and instruments in connection with
                    loans or the Transfer of assets of the Partnership;

               (e)  To collect all income of the Partnership and to satisfy all
                    obligations of the Partnership, including without limitation
                    expenses of the General Partner relating to the Partnership
                    described in Article 6 and Section 8.4 and the
                    indemnification obligations arising under Section 11.11;

               (f)  To prepare or cause to be prepared and file all tax returns
                    for the Partnership (but not the tax returns or other
                    reports of the Partners);

               (g)  To make all tax elections for the Partnership, including
                    without limitation any special basis adjustments under
                    Section 754 of the Code, provided that the Partner
                    requesting any Section 754 election must agree to reimburse
                    the Partnership for any costs incurred by the Partnership in
                    making the election or in

                                      -18-



                    maintaining or preparing any additional records or reports
                    in connection with the election;

               (h)  To prosecute, defend and settle legal, arbitration or
                    administrative proceedings on behalf of or against the
                    Partnership;

               (i)  To manage and maintain the assets of the Partnership or any
                    Person in which the Partnership has a direct or indirect
                    interest;

               (j)  To establish separate bank accounts for the deposit of
                    monies received on behalf of the Partnership and to disburse
                    all funds on deposit on behalf of the Partnership in amounts
                    and at times as required in connection with the business of
                    the Partnership;

               (k)  To procure and maintain insurance against risks and in
                    amounts determined to be appropriate by the General Partner,
                    including without limitation insurance under which the
                    General Partner and its partners, agents and affiliates are
                    insureds;

               (l)  To advance funds of the Partnership to any Person in which
                    the Partnership has a direct or indirect interest;

               (m)  To do or cause to be done any other act which the General
                    Partner considers to be appropriate to carry out any of its
                    powers or in furtherance of the purposes or character of the
                    Partnership;

               (n)  To establish such reserves from Partnership funds as the
                    General Partner, in its sole discretion, may deem necessary
                    or advisable for Partnership operations and for the payment
                    of Partnership obligations;

               (o)  To exercise all rights, powers, privileges and other
                    incidents of ownership or possession with respect to any
                    Partnership assets, including, without limitation, voting
                    equity or debt securities held by the Partnership;

               (p)  To consult with legal counsel, independent public
                    accountants, real estate brokers and other consultants
                    selected by the General Partner on behalf of the
                    Partnership;

               (q)  To take all action which may be necessary or appropriate for
                    the continuation of the Partnership's valid existence as a
                    limited partnership under the laws of the State of Delaware
                    and of each other jurisdiction in which such existence is
                    necessary to protect the limited liability of the Limited
                    Partner or to enable the Partnership to conduct the
                    business in which it is engaged;

                                      -19-



               (r)  To resolve, in its sole discretion, any ambiguity regarding
                    the application of any provision of this Agreement in the
                    manner it deems equitable, practicable and consistent with
                    this Agreement and applicable law; and,

               (s)  To do such other acts as the General Partner may deem
                    necessary or advisable, or as may be incidental to or
                    necessary for the conduct of the business of the
                    Partnership.

          8.1.3 Actions Requiring Limited Partner Approval. Notwithstanding
               Section 8.1.2, the General Partner may not, without the written
               consent of the Limited Partner take or commit to take any of the
               following actions:

               (a)  Transfer all or substantially all of the Partnership's
                    assets, whether in one transaction or a series of related
                    transactions;

               (b)  Effect the reorganization, merger or consolidation of the
                    Partnership with any other entity.

               (c)  Any act in contravention of this Agreement;

               (d)  Any act which would make it impossible to carry on the
                    ordinary business of the Partnership, other than a Transfer
                    of all or substantially all of the assets of the Partnership
                    authorized under Section 8.1.3(a) or a reorganization,
                    merger or consolidation authorized under Sections 8.1.3(b);

               (e)  Confess a judgment against the Partnership except in
                    connection with the settlement of an action or proceeding;
                    or,

               (f)  Incur any debt, on behalf of the Partnership or otherwise,
                    for which the Limited Partner shall be directly or
                    personally liable to any extent.

     8.2  Authority as to Third Persons. Notwithstanding Section 8.1.3, the
          signed statement of the General Partner reciting that it has the
          authority or necessary approval of the Limited Partner for any action,
          as to any third Person, will be conclusive evidence of the authority
          of the General Partner to take that action and of compliance with
          Section 8.1.3, if applicable. The Limited Partner will promptly
          execute instruments determined by the General Partner to be
          appropriate to evidence the authority of the General Partner to
          consummate any transaction permitted by this Agreement.

     8.3  Compensation and Expenses of the General Partner. Except as provided
          below, the General Partner will not receive any compensation from the
          Partnership for serving as General Partner, but all expenses incurred
          by the General Partner in connection with its service as General
          Partner (including

                                      -20-



          without limitation charges for legal, accounting, data processing,
          administrative, executive, tax and other services rendered) will be
          paid or promptly reimbursed by the Partnership. The Partnership shall
          also reimburse the General Partner for all payroll expenses of the
          General Partner incurred by the General Partner in connection with the
          Partnership's operations including but not limited to the following:
          compensation; employee benefits including medical, health and deferred
          compensation benefits; and payroll taxes. After the end of each Fiscal
          Year of the Partnership, the General Partner shall be paid a
          guaranteed payment for the preceding Fiscal Year in an amount equal to
          the excess of (i) an amount sufficient to generate a ten percent (10%)
          internal rate of return on its unreturned invested capital in the
          Partnership determined for financial reporting purposes over (ii) the
          amount of allocations of Net Profit to the General Partner pursuant to
          Section 4.6 for such Fiscal Year. Nothing contained in this Section
          8.3 is intended to affect the distributions to the General Partner or
          the amounts that may be payable to the General Partner by reason of
          its interest in the Partnership.

     8.4  Covenants of the General Partner. The General Partner shall devote
          such time, effort, and attention as may be reasonably necessary,
          advisable, or appropriate to manage and direct the operations,
          business and affairs of the Partnership.

     8.5  Limitations on Authority. The authority of the General Partner over
          the conduct of the operations, business, and affairs of the
          Partnership shall be subject only to the Act and such further
          limitations as are expressly stated in this Agreement.

     8.6  No Withdrawal From Partnership. Except as contemplated by this
          Agreement, no Partner may withdraw from the Partnership at any time.

                                   ARTICLE 9.

                         DISSOLUTION OF THE PARTNERSHIP

     9.1  Dissolution. The Partnership shall be dissolved upon the happening of
          any of the following events:

          9.1.1 the expiration of the Partnership Term;

          9.1.2 with the prior consent of the General Partner and the Limited
               Partner;

          9.1.3 the Bankruptcy or dissolution of the General Partner;

          9.1.4 the sale or distribution of all or substantially all of the
               assets of the Partnership;

                                      -21-



          9.1.5 A Partner sells, assigns, Transfers, pledges or otherwise
               disposes of or encumbers, directly or indirectly, all or any part
               of its interest, except as permitted in this Agreement, or allows
               such sale, assignment, transfer, pledge, disposition or
               encumbrance to occur.

          9.1.6 the occurrence of any other event causing the dissolution of a
               limited partnership under the laws of the State of Delaware.

     9.2  Continuation. Upon the Bankruptcy, dissolution or removal of the
          General Partner, the business of the Partnership will be continued if
          within 90 calendar days the Limited Partner elects by written action
          to continue the business of the Partnership and designate one or more
          Persons to be a General Partner of the Partnership. If the business of
          the Partnership is continued, the interest of the General Partner will
          be converted to that of a limited partner. If the Limited Partner
          fails to continue the Partnership's business as provided in this
          Section 9.2, the Partnership will be liquidated under Section 9.4.

     9.3  Events Affecting a Limited Partner. The Bankruptcy, liquidation,
          dissolution, reorganization, merger, sale of substantially all the
          stock or assets of, or other change in the ownership or nature of the
          Limited Partner shall not dissolve the Partnership.

     9.4  Liquidation Procedures.

          9.4.1 Upon dissolution of the Partnership the General Partner or, if
               there is no General Partner, such Person or Persons as the
               Limited Partner shall designate as liquidating trustees shall
               commence immediately to wind up the affairs of the Partnership.
               The General Partner or such liquidating trustees shall use their
               best judgment as to when to dispose of the Partnership's assets
               or to make distributions in-kind in order to maximize the return
               to the Partners from such assets.

          9.4.2 The assets of the Partnership remaining after payment of the
               costs and expenses of winding up shall be applied in the
               following priority:

               (a)  To payment of the costs and expenses of the winding up.
                    liquidation and termination of the Partnership;

               (b)  to the creditors of the Partnership, other than Partners,
                    all amounts due them from the Partnership in the order of
                    priority established by law;

               (c)  to the Partners, all amounts due them in repayment of any
                    loans to the Partnership pursuant to Section 3.3;

               (d)  To the establishment of any reserves deemed appropriate by
                    the General Partner or liquidating trustees for any
                    liabilities or obliga-

                                      -22-



                    tions of the Partnership, which reserves will be held for
                    the purpose of paying liabilities or obligations and, at the
                    expiration of a period the General Partner or liquidating
                    trustees deems appropriate, will be distributed in the
                    manner provided in Section 9.4.2(e); and,

               (e)  To the payment to the Partners of the positive balances in
                    their respective Capital Accounts, pro rata, in proportion
                    to the positive balances in those Capital Accounts after
                    giving effect to all allocations and distributions under
                    Article 4 for all prior periods, including the period during
                    which the process of liquidation occurs.

               If the General Partner or the liquidating trustees, in their sole
               discretion, deem it not feasible or desirable to liquidate to
               each Partner its allocable share of each asset to be distributed
               in-kind, the General Partner or the liquidating trustees may
               allocate and distribute specific assets to one or more Partners
               as the General Partner or the liquidating trustees shall
               reasonably determine to be fair and equitable, taking into
               consideration, among other things, the value of the assets, the
               indebtedness secured by the assets and the tax consequences of
               the proposed distribution upon each of the Partners. Any
               distributions in-kind shall be subject to such conditions
               relating to the disposition and management thereof as the General
               Partner or the liquidating trustees deem reasonable and
               equitable.

     9.5  Termination. The Partnership shall terminate when all property owned
          by the Partnership has been disposed of, and any proceeds from the
          sale or other disposition of all of the Partnership property, after
          payment of or provision for all liabilities to creditors of the
          Partnership, has been distributed to the Partners.

     9.6  No Petition for Dissolution. The Partners agree that irreparable
          damage would be done to the goodwill and reputation of the Partnership
          if any Partner should bring an action in any court to dissolve the
          Partnership and to have a liquidator or receiver for the Partnership
          appointed. Care has been taken in this Agreement to provide what the
          parties feel is fair and just payment in liquidation of the interest
          of all Partners. Accordingly, each Partner hereby waives and renounces
          its right to file or pursue any such petition for dissolution of the
          Partnership or the partition of any Partnership property, or to seek
          the appointment by any court of a liquidator or receiver for the
          Partnership.

     9.7  Compliance with Timing Requirements of Treasury Regulations.
          Notwithstanding anything in this Article 9 to the contrary, in the
          event the Partnership is "liquidated" within the meaning of
          Regulations Section 1.704-l(b)(2)(ii)(g), distributions will be made
          to the Partners who have positive

                                      -23-



          Capital Account balances pursuant to Section 9.4 in a manner that
          complies with Regulations Section 1.704-1(b)(2)(ii)(b)(2). However, a
          liquidation occurring as a result of a Partnership termination, as
          defined in Section 708(b)(1)(B) of the Code, will not require an
          actual distribution of Partnership assets, but will instead be treated
          as a constructive liquidation and reformation in the manner described
          in Regulations Section 1.708-1(b)(1)(iv).

                                   ARTICLE 10.

                        FINANCIAL ACCOUNTING AND REPORTS

     10.1 Financial and Tax Accounting and Reports. The tax returns of the
          Partnership shall be filed on an accrual basis. The General Partner
          shall cause the Partnership's tax returns to be prepared and a
          Schedule K-1 or any successor form to be prepared and delivered in a
          timely manner to each of the Partners. In the event of an income tax
          audit of the Partnership or any judicial or administrative proceeding
          in connection with the income tax returns of the Partnership, the Tax
          Matters Partner shall be authorized to act for and, to the extent
          provided by the Code, its decision shall be binding upon the
          Partnership and the Partners. The books and records of the Partnership
          shall be kept in accordance with generally accepted accounting
          principles.

     10.2 Valuation. The valuation of the assets of the Partnership for the
          purpose of valuing distributions in-kind made pursuant to Section 4.5
          or Section 9.4 of this Agreement and for any other purpose shall be
          the fair market value as determined by the General Partner in good
          faith, and such determination will be binding on the Partners.

     10.3 Supervision: Inspection of Books. Proper and complete books of account
          of the business of the Partnership shall be kept under the supervision
          of the General Partner at the principal place of business of the
          Partnership. Such books shall be open to inspection by the Limited
          Partner, or its accredited representatives, at any reasonable time
          during normal business hours.

     10.4 Quarterly Reports. The General Partner shall transmit to the Limited
          Partner within thirty (30) days after the close of each quarter, or as
          soon as practicable thereafter, summary financial information of the
          Partnership prepared in accordance with the accrual method of
          accounting from its books without audit and subject to year-end
          adjustments.

     10.5 Annual Report: Financial Statements. The General Partner shall
          transmit to the Limited Partners within one hundred twenty (120) days
          after the close of each Fiscal Year, or as soon as practicable
          thereafter, financial statements of the Partnership prepared in
          accordance with the accrual method of accounting, including an income
          statement for the year then ended, a balance sheet as of the end of
          such year, and a statement of changes in the Partners'

                                      -24-



          Capital Accounts. If the General Partner, in its sole discretion,
          determines that audited financial reports are appropriate, then the
          financial statements shall be audited by an independent public
          accounting firm selected by the General Partner.

     10.6 Consent in Lieu of Meeting. Any action which may be taken by the
          Partners at a meeting may be effected through the execution of written
          consents by the requisite Partnership Percentage of the Partners.

     10.7 Withholding. Notwithstanding any provision in this Agreement to the
          contrary, the General Partner may withhold from any distribution or
          amount due to the Limited Partner any amounts required to be withheld
          pursuant to any applicable federal, state, or local tax requirements,
          with such withheld amount treated as if it was distributed to the
          Limited Partner. The determination of the General Partner as to the
          necessity of such withholding shall be binding upon the Limited
          Partner.

                                   ARTICLE 11.

                                OTHER PROVISIONS

     11.1 Execution and Filing of Documents. The General Partner and the Limited
          Partner (or the General Partner as the Limited Partner's
          attorney-in-fact) shall execute and file such certificates and other
          documents as may be required by the Act and other applicable laws. The
          General Partner shall cause the Partnership to be qualified, formed,
          reformed or registered under the limited partnership laws, assumed or
          fictitious name statutes or similar laws in any jurisdiction in which
          the Partnership owns property or transacts business if such
          qualification, formation, reformation or registration is necessary in
          order to protect the limited liability of the Limited Partner or to
          permit the Partnership lawfully to own property or transact business
          as a limited partnership. The General Partner shall execute, file and
          publish all such certificates, notices, statements or other
          instruments appropriate to conduct the business of the Partnership and
          to maintain the limited liability of the Limited Partner.

     11.2 Other Instruments and Acts. The Partners agree to execute any other
          instruments or perform any other acts that are or may be necessary to
          effectuate and carry on the Partnership created by this Agreement.

     11.3 Binding Agreement. This Agreement shall be binding upon and inure to
          the benefit of the permitted transferees, successors, assigns, and
          legal representatives of the Partners.

                                      -25-



     11.4 Governing Law. This Agreement shall be governed by and construed under
          the laws of the State of Delaware, without giving effect to the
          principles of conflict of laws.

     11.5 Notices. Any notice or other communication that one Partner desires to
          give to another Partner or the Partnership or that the Partnership
          desires to give to a Partner shall be in writing, and shall be deemed
          effectively given upon (i) personal delivery, (ii) transmission by
          facsimile or (iii) the third business day following deposit in any
          United States mail box, by registered or certified mail, postage
          prepaid, addressed, in the case of a Partner, to the Partner at the
          address shown on the books and records of the Partnership or at such
          other address as a Partner may designate by fifteen (15) days' advance
          notice to the other Partners and, in the case of the Partnership, to
          its principal office designated in Section 2.4.

     11.6 Power of Attorney. The Limited Partner appoints the General Partner
          its attorney-in-fact, with full power of substitution and
          re-substitution, to execute in the Partner's name and deliver:

               (a)  A Partnership Certificate and any amendments to the
                    Partnership Certificate that the General Partner deems
                    appropriate;

               (b)  Any instrument that the General Partner deems appropriate in
                    order to qualify the Partnership to do business in any
                    jurisdiction and any other instrument relating to the
                    qualification or registration of the Partnership or the use
                    of an assumed or fictitious name that the General Partner
                    deems appropriate;

               (c)  All certificates and other instruments that may be
                    appropriate to effect the dissolution and termination of the
                    Partnership under Article 9;

               (d)  All reports, forms and schedules that the General Partner
                    determines appropriate to file with any governmental body in
                    connection with any Partnership activity;

               (e)  Any amendment to this Agreement appropriate to reflect the
                    Transfer of a Partnership interest permitted by this
                    Agreement, or the admission to, or withdrawal from, the
                    Partnership of a Partner permitted by this Agreement, the
                    conversion of a General Partner interest into a Limited
                    Partner interest as provided in this Agreement or any
                    Capital Contribution permitted by this Agreement; and,

               (f)  Any amendment to this Agreement authorized under Section
                    11.7.

                                      -26-



          The power of attorney granted under this Section 11.6 is coupled with
          an interest and is irrevocable and will survive the death,
          dissolution, bankruptcy and withdrawal from the Partnership of any
          Partner or the Transfer of its Partnership interest.

     11.7 Amendment.

          11.7.1 Except for such amendments as result from the operation of the
               various provisions of this Agreement, this Agreement may be
               amended only with the written consent of the Limited Partners and
               the General Partner.

          11.7.2 The General Partner, acting alone, may make ministerial changes
               in the Partnership Agreement for the purpose of correcting errors
               and inconsistencies and to comply with federal, state and local
               rules, regulations and laws, provided that the liability of the
               Limited Partner for Partnership debts shall not be increased by
               such amendment nor shall the right of the Limited Partner to
               Partnership allocations or distributions be adversely affected
               thereby.

     11.8 Entire Agreement. This Agreement shall constitute the entire agreement
          of the Partners and supersede all prior agreements between the
          Partners with respect to the Partnership.

     11.9 Titles; Subtitles. The titles and subtitles used in this Agreement are
          used for convenience only and shall not be considered in the
          interpretation of this Agreement.

     11.10 Exculpation. Neither the General Partner, nor any of its officers,
          directors, employees, agents, or Affiliates, shall be liable to the
          Limited Partner or the Partnership for any action taken or failure to
          act on behalf of the Partnership within the scope of authority
          conferred on the General Partner by this Agreement, or by law, or done
          in reliance in good faith on the opinion of legal counsel, except in
          the case of (i) its willful breach of a material provision of the Act
          or this Agreement; (ii) the breach of its fiduciary responsibilities
          to the Partnership or the Limited Partner; or, (iii) its gross
          negligence in connection with the business and affairs of the
          Partnership.

     11.11 Indemnification of the General Partner. The Partnership, to the
          extent of its assets legally available for that purpose, will
          indemnify and hold harmless the General Partner and any partner,
          shareholder, director, officer, agent, affiliate and professional or
          other advisor of the General Partner (collectively, the "Indemnified
          Persons"), from and against any and all loss, damage, expense
          (including without limitation reasonable fees and expenses of
          attorneys and other advisors and any court costs incurred by any
          Indemnified Person) or liability by reason of anything any Indemnified
          Person does or refrains from doing for, or in connection with the
          business or affairs of, the Partnership,

                                      -27-



          except to the extent that the loss, damage, expense or liability
          results from (a) the Indemnified Person's gross negligence, willful
          misconduct or knowing violation of law, or (b) the Indemnified
          Person's breach of any fiduciary responsibilities to the Partnership
          or the Limited Partner. These indemnification rights are in addition
          to any rights the Indemnified Persons may have against third parties.

          Notwithstanding anything in this Agreement to the contrary, no Partner
          shall be obligated to contribute any amount to the Partnership in
          order to satisfy the Partnership's indemnification obligations under
          this Section 11.11, such obligations being limited at all times to the
          assets of the Partnership.

     11.12 Limitation of Liability of the Limited Partners. No Limited Partner
          shall be bound by, or by personally liable for, the expense,
          liabilities, obligations of the Partnership in excess of its Capital
          Contributions to the Partnership plus such additional amounts
          determined pursuant to Section 5.5.

     11.13 Ambiguities. The General Partner shall have full power and authority
          to resolve questions of interpretation and construction arising under
          this Agreement, and its resolution of such ambiguities or questions
          shall be final and binding on the Partnership and all of its Partners
          and their permitted transferees, successors, assigns and legal
          representatives.

     11.14 No Right to Partition. Each Partner hereby irrevocably waives any and
          all rights that it may have to maintain or institute an action for
          partition of the Partnership assets.

     IN WITNESS WHEREOF, the Partners have executed this Agreement as of the
date first above written.

                                                   GENERAL PARTNER:

                                                   TXI OPERATING TRUST


                                                   By: /s/ Illegible
                                                       -------------------------
                                                       Its: President


                                                   LIMITED PARTNER

                                                   TEXAS INDUSTRIES, INC.


                                                   By: /s/ Illegible
                                                       -------------------------
                                                       Its: vice President

                                      -28-

EX-3.68

                                                                    Exhibit 3.68

                                 AMENDMENT NO. 1
                                       TO
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                              TXI OPERATIONS, L.P.

     THIS AMENDMENT NO. 1 TO AGREEMENT OF LIMITED PARTNERSHIP of TXI OPERATIONS,
L.P., a Delaware limited partnership (the "Partnership Agreement"), is made
effective as of the 1st day of June, 1996, by and between TXI Operating Trust, a
Delaware business trust (the "General Partner"), TXI Texas, Inc., a Delaware
corporation (the "Withdrawing General Partner") and Texas Industries Trust, a
Delaware business trust (the "Limited Partner") ("Amendment No. 1 ").

     1. The Withdrawing General Partner hereby withdraws as the general partner
of the Partnership effective as of June 1, 1996 and the General Partner is
admitted as the general partner on such date.

     2.   The Partnership Agreement is amended as follows:

          a.   Section 1.1.14 is hereby amended to read in its entirety as
               follows:

                    1.1.14 General Partner: TXI Operating Trust, a Delaware
               business trust.

          b.   The name of the Partnership is changed to TXI Operations, LP and
               Section 2.2 is hereby amended to read in its entirety as follows:

                    2.2 Partnership Name. The business of the Partnership will
               be conducted under the name TXI Operations, LP or such other name
               or names as the General partner may determine.

     3. The admissions and withdrawals of Limited Partners as provided by
Section 7.2.3 are hereby acknowledged.

     Except as modified by this Amendment No. 1, the Partnership Agreement
remains unchanged and in full force and effect.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

WITHDRAWING GENERAL PARTNER:               GENERAL PARTNER:

TXI TEXAS, INC.                            TXI OPERATING TRUST


By: /s/ Richard M. Fowler                  By: /s/ Richard M. Fowler
    ---------------------------                ---------------------------------
Its: President                             Its: Managing Trustee


                                           LIMITED PARTNER:

                                           TEXAS INDUSTRIES TRUST


                                           By: /s/ Richard M. Fowler
                                               ---------------------------------
                                           Its: Managing Trustee

EX-3.69

                                                                    Exhibit 3.69

                                 AMENDMENT NO.2
                                       TO
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                               TXI OPERATIONS, LP

          THIS AMENDMENT NO. 2 TO AGREEMENT OF PARTNERSHIP OF TXI OPERATIONS, LP
(the "Amendment"), effective the 1st day of May, 2001 by and between TXI
OPERATING TRUST, a Delaware business trust (the "General Partner") and TEXAS
INDUSTRIES TRUST, a Delaware business trust (the "Limited Partner").

                                    RECITALS:

          WHEREAS, TXI Texas, Inc., a Delaware corporation now known as TXI
Corp.("TXI Texas"), and Texas Industries, Inc., a Delaware corporation ("TXI
Inc."), entered into that certain Agreement of Limited Partnership of TXI
Operations, LP dated April 24, 1996 (together with all subsequent amendments,
modifications and additions thereto, the "Partnership Agreement"), whereby TXI
Texas, as the sole general partner, and TXI Inc., as the sole limited partner,
agreed to form and operate a Delaware limited partnership named TXI Operations,
LP (the "Partnership") in accordance with the terms set forth in the Partnership
Agreement; and

          WHEREAS, as acknowledged in Amendment No. 1 to Agreement of Limited
Partnership, effective June 1, 1996, the General Partner became the sole general
partner of the Partnership and the Limited Partner became the sole limited
partner of the Partnership; and

          WHEREAS, the General Partner and the Limited Partner desire to amend
certain provisions of the aforementioned Partnership Agreement regarding the
operation of the Partnership and their interests in the Partnership.

                                   WITNESSETH:

          NOW THEREFORE, premises considered and in consideration of the mutual
promises and covenants of the parties hereto, the sufficiency of which is hereby
mutually acknowledged, the parties agree as follows:

1.   Capitalized terms. Unless otherwise defined in this Amendment, capitalized
     terms herein shall have the meaning set forth in the Partnership Agreement.

2.   Section 7.2.1 of the Partnership Agreement is hereby amended and Section
     7.2.4 is hereby added to permit a Partner to sell, transfer, pledge or
     encumber all or a portion of its Partnership Interest for the purpose of
     obtaining or maintaining credit or other financing for the benefit, in
     whole or in part, of the Partnership.

     Therefore, Sections 7.2.1 and 7.2.4 of said Partnership Agreement, as
     amended or added, shall provide, in their entirety as follows:

          "7.2.1 Except as set forth in Section 7.2.2, 7.2.3 or 7.2.4, no
               Partner shall sell, assign, pledge, mortgage, or otherwise
               dispose of or Transfer, in whole or in part, its Partnership
               interest or its share of the Partnership's capital, assets or
               property or enter into any agreement, the result of which would
               be for another Person to become directly or indirectly interested
               in the Partnership.

                                        1



          7.2.2 [Remains Unchanged].

          7.2.3 [Remains Unchanged].

          "7.2.4 Upon the written consent of all Partners, any Partner may sell,
               assign, pledge, mortgage or otherwise dispose of or Transfer, in
               whole or in part, its Partnership Interest or its share in the
               Partnership's capital, assets or property."

3.   Except as amended hereby, all terms and conditions of the Partnership
     Agreement shall remain the same, unchanged, and in effect.

          IN WITNESS WHEREOF, this Amendment No. 2 to Agreement of Partnership
of TXI Operations, LP is executed effective the 1st day of May, 2001.

                                        GENERAL PARTNER:

                                           TXI OPERATING TRUST


                                           By: Richard M. Fowler
                                               ---------------------------------
                                               Richard M. Fowler
                                               Managing Trustee


                                           LIMITED PARTNER:

                                        TEXAS INDUSTRIES TRUST


                                           By: Richard M. Fowler
                                               ---------------------------------
                                               Richard M. Fowler
                                               Managing Trustee

                                        2

EX-3.70

                                                                    Exhibit 3.70

                            ARTICLES OF INCORPORATION

                                       OF

                                TXI POWER COMPANY

                                   Article one

          The name of the corporation is TXI POWER COMPANY.

                                   Article Two

          The period of the Corporation's duration is perpetual.

                                  Article Three

          The purpose for which the Corporation is organized is the transaction
     of any or all lawful business for which corporations may be incorporated
     under the Texas Business Corporation Act.

                                  Article Four

          The aggregate number of shares which the corporation shall have
     authority to issue is 1,000 shares with a par value of $1.00 per share.

                                  Article Five

          The corporation shall not commence business until is has received for
     the issuance of shares consideration of the value of a stated sum which
     shall be at Least One Thousand Dollars ($1,000.00).

                                   Article Six

     The street address of the initial registered office of the Corporation is
     350 N. St. Paul Street, Suite 2900, Dallas, Texas 75201, and the name of
     its initial registered agent at such address is CT Corporation Systems.

Articles of Incorporation of TXI Power Company                            Page 1



                                  Article Seven

          The number of Directors constituting the initial Board of Directors of
     the Corporation is three (3), and the names and addresses of the persons
     who are to serve as Directors until the first annual meeting of the members
     or until their successors are elected and qualified are:

          Larry L. Clark    1341 W. Mockingbird Lane #700W
                            Dallas, Texas 75247

          James B. McCraw   1341 W. Mockingbird Lane #700W
                            Dallas, Texas 75247

          Robert C. Moore   1341 W. Mockingbird Lane #700W
                       Dallas, Texas 75247

                                  Article Seven

          The name and street address of the person incorporating the
     corporation is:

                  Julie H. Fundling
                  1341 W. Mockingbird Lime #700W
                  Dallas, Texas 75247

                                                    Incorporator:


                                                    /s/ Julie H. Fundling
                                                    ----------------------------
                                                    Julie H. Fundling

Articles of Incorporation of TXI Power Company                            Page 2



STATE OF TEXAS    (S)
                  (S)
COUNTY OF DALLAS  (S)

     I, a Notary Public, do hereby certify that on this 31st day of August, 2000
personally appeared before me JULIE H. FUNDLING, who being by me first duly
sworn, declared that she is he person who signed the foregoing document as
incorporator, and that the statements therein contained are true.


                                                    /s/ Gwynne E. Herrick
                                                    ----------------------------
                                                    Gwynne E. Herrick
                                                    Notary Public in and for the
                                                    State of Texas

My Commission Expires:

                  --------------------------------
[SEAL]                   GWYNN E. HERRICK
                           Notary Public
                          STATE OF TEXAS

                      My Comm. Exp. 09/02/2000
                  --------------------------------

Articles of Incorporation of TXI Power Company                            Page 3

EX-3.71

                                                                    Exhibit 3.71

                                     BYLAWS

                                       OF

                                TXI POWER COMPANY

                                      * * *

                                    ARTICLE I

                                     OFFICES

          SECTION 1. In addition to its principal office in the State of Texas,
the corporation may also have offices at such other places both within and
without the State of Texas as the Board of Directors shall from time to time
determine.

                                   ARTICLE II

                         ANNUAL MEETING OF SHAREHOLDERS

          SECTION 1. All meetings of shareholders for the election of Directors
shall be held in the City of Dallas, State of Texas, at such place as may be
fixed from time to time by the Board of Directors, or at such other place either
within or without the State of Texas as shall be designated from time to time by
the Board of Directors and as stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

          SECTION 2. Annual Meetings of Shareholders, commencing with the year
2000, shall be held each year on the second Tuesday of October, if not a legal
holiday, then on the next secular day following, at. 10:30 a.m. in the forenoon,
at which they shall elect, by a plurality vote, a Board of Directors, and
transact such other business as may properly be brought before the meeting;
provided, however, that the shareholders may, by a written agreement signed by
the holders of all outstanding shares of stock entitled to general voting
rights, establish a manner of election or selection of directors other than by a
plurality vote during the term of such written agreement.

          SECTION 3. Written or printed notice of every meeting of shareholders
stating the place, day and hour, and purpose of the meeting shall be delivered
to each shareholder of record entitled to vote at such meeting not less than ten
(10) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, by the Secretary, the officer performing said duties or
the persons calling the meeting.

Bylaws of TXI Power Company                                               Page 1



          SECTION 4. Special meetings of shareholders for any purpose other than
the election of directors may be held at such time and place within or without
the State of Texas as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

          SECTION 5. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the Chairman of the Board or any two (2) members
of the Board of Directors, and shall be held at the request, in writing, of
shareholders owning not less than one-half (1/2) of the entire capital stock
having voting power.

          SECTION 6. The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

          SECTION 7. At least ten (10) days before every election of directors,
a complete list of shareholders entitled to vote at said election, arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the Secretary. Such list shall be open to the
examination of any shareholder at the office of the corporation in the City of
Dallas, Texas for said ten (10) days, an shall be produced and kept at the time
an place of election during the whole of the time thereof, subject to the
inspection of any shareholder who may be present.

                                   ARTICLE III

                           QUORUM AND VOTING OF STOCK

          SECTION 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

          SECTION 2. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power, present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes or
of the Articles of Incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

          SECTION 3. Each outstanding share of stock having voting power shall
be entitled to one (1) vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. No proxy
shall be valid after three (3) years from the date of its execution unless

Bylaws of TXI Power Company                                               Page 2



otherwise provided in such proxy. Each proxy shall be revocable unless expressly
provided therein to be irrevocable or unless otherwise made irrevocable by law.

          Subject to the provision set forth in Section 2 of Article II of these
Bylaws, in all elections for directors, every shareholder entitled to vote shall
have the right to vote, in person or by proxy, the number of shares of stock
owned by him or her, for as many persons as there are directors to be elected
and for whose election he or she has a right to vote, but there shall be no
right to cumulative voting.

          SECTION 4. Any action required to be taken at a meeting of
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.

                                   ARTICLE IV

                                    DIRECTORS

          SECTION 1. The property and business of the corporation shall be
managed by a Board of not less than three (3) nor more than seven (7) directors.
The first Board shall consist of three (3) directors. Thereafter, within the
limits herein specified, the number of directors shall be fixed and may be
changed, from time to time, by resolution of the Board of Directors or by the
shareholders at the annual meeting. The Directors, other than the first Board of
Directors, shall be elected at the annual meeting of shareholders, except as
provided in Section 2 of this Article IV of these Bylaws, and each director
elected shall hold office until his or her successor shall be elected and shall
qualify. Directors need not be shareholders. The first Board of Directors shall
hold office until the first annual meeting of shareholders, unless sooner
removed by an affirmative vote of the majority of the issued and outstanding
shares of stock entitled to vote on the elections of directors as hereinafter
provided.

          SECTION 2. Any vacancy occurring in the Board of Directors may be
filled by affirmative vote of a majority of the authorized directors immediately
prior to the occurrence of such vacancy. A director elected to fill a vacancy
shall be elected for the unexpired portion of the term of his predecessor in
office.

          Any directorships to be filled by reason of an increase in the number
of directors may be filled by the affirmative vote of a majority of the
authorized number of directors immediately prior to any such increase. A
director elected to fill a newly created directorship shall serve until the next
succeeding annual meeting of shareholders and until his successor shall have
been duly elected and qualified, unless sooner displaced.

          Any director may be removed at any time, for cause or without cause,
by an affirmative vote of the holders of a majority of the issued and
outstanding shares of stock entitled to vote on the elections of directors.

Bylaws of TXI Power Company                                               Page 3



          SECTION 3. The business affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the shareholders.

          SECTION 4. The directors may keep the books of the corporation, except
such as are required by law to be kept within or without the State of Texas, at
such place or places as they from time to time determine.

          SECTION 5. The Board of Directors shall have power to authorize the
payment of compensation to the directors for services to the corporation,
including fees for attendance at meetings of the Board of Directors, of the
Executive Committee and of other committees and to determine the amount of such
compensation and fees.

                                    ARTICLE V

                       MEETINGS OF THE BOARD OF DIRECTORS

          SECTION 1. The first meeting of each newly elected Board of Directors
shall be held at the same place as the annual meeting of the shareholders
immediately after such meeting or at such other time and place specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver signed by all of the
Directors.

          SECTION 2. Meetings of the Board of Director shall be held at the
times fixed by resolutions of the Board and at other times upon call of the
Chairman of the Board or any two (2) directors and such meetings, whether
regular or special, may be held either within or without the State of Texas.
The Secretary or officer performing said duties shall give reasonable notice
(which shall be at least, but need not in any event exceed ten (10) days) of all
meetings of directors, provided that a meeting may be held without notice
immediately after the annual meting of shareholders, and notice need not be
given of regular meetings held at times fixed by resolutions of the Board.
Meetings may be held at any time without notice if all directors are present or
if those not present sign written waivers of notice either before or after the
meeting. Notice by mail or telegraph to the usual business or residence address
of the directors not less than the time above specified before the meeting shall
be sufficient. A majority of the then authorized directors shall constitute a
quorum for the transaction of business and the act of a majority of the then
authorized directors shall be the act of the Board of Directors.

          SECTION 3. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

          SECTION 4. Any action required or permitted to be taken at any meeting
of the Board of Directors, or any committee thereof, may be taken without a
meeting if all members of the

Bylaws of TXI Power Company                                               Page 4



Board, or such committee, consent thereto in writing and the writing or writings
are filed with the minutes of the proceedings of the Board or committee.

                                   ARTICLE VI

                               EXECUTIVE COMMITTEE

          SECTION 1. The Board of Directors may, by resolution adopted by a
majority of the whole then authorized Board, appoint an Executive Committee to
consist of the Chairman of the Board and such number of the directors as the
majority of the whole of said Board may from time to time determine, which
committee, to the extent provided in such resolution, shall have and exercise
all of the authority of the Board of Directors in the management of the
corporation, except as otherwise required by law. Vacancies in the membership of
the Committee shall be filled by a majority of the whole said Board at a regular
or special meeting of the Board of Directors. The Executive Committee shall keep
regular minutes of its proceedings and report the same to the Board when
required.

                                   ARTICLE VII

                                     NOTICES

          SECTION 1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these Bylaws, notice is required to be given to
any director or shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
shareholder, at his address as it appears on the records of the corporation,
with postage prepaid, and such notice shall be deemed to be given at the time
when the same shall be deposited in the United States Postal Service. Notice to
any director or shareholder may also be given by telegram or delivered in
person.

          SECTION 2. Whenever any notice for whatever reason is required to be
given under the provisions of the statutes or under the provisions of the
Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by
the person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

                                  ARTICLE VIII

                                    OFFICERS

          SECTION 1. The Board of Directors, as soon as may be after the
election of directors in each year, shall elect a President, one or more Vice
Presidents, a Secretary and a Treasurer, and may from time to time elect a
Chairman of the Board and such other officers as they may deem proper. None of
such officers (except for the Chairman of the Board) need be a member of the
Board of Directors. The Board of Directors may appoint from the members of the
Executive

Bylaws of TXI Power Company                                               Page 5



Committee, a Chairman of the Executive Committee, if they shall have established
as Executive Committee pursuant to Article VI of these Bylaws.

          SECTION 2. The officers of the corporation shall hold office until
their successors are elected and qualify. Any officer elected or appointed by
the Board of Directors may be removed at any time with or without cause by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the corporation shall be filled by the Board of Directors.

          SECTION 3. The Board of Directors may authorize the execution of
contracts of employment between the corporation and one (1) or more of the
officers of the corporation. Removal of any such officer from his or her office
without cause by the directors shall not of itself affect any right to
compensation which such removed officer may have under such contract.

                            The Chairman of the Board

          SECTION 4. The Chairman of the Board shall preside at all meetings of
the shareholders and directors, including meeting of the Executive Committee, at
which such officer is present.

                     The Chairman of the Executive Committee

          SECTION 5. The Chairman of the Executive Committee, if such office
shall have been filled by the Board of Directors, shall, in the absence of the
Chairman of the Board, preside at all meetings of the shareholders and
directors.

                                  The President

          SECTION 6. Except as otherwise provided by the Board of Directors, the
President shall be the chief executive officer of the corporation and shall
have, within the limitations and subject to the procedures established from time
to time by resolution of the Board of Directors, general and active management
of the business of the corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect.

                               The Vice Presidents

          SECTION 7. The Vice President, if there shall be one, or if there
shall be more than one, the Vice Presidents, in the order determined by the
Board of Directors, shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

Bylaws of TXI Power Company                                               Page 6



                     The Secretary and Assistant Secretaries

          SECTION 8. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
such meetings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He or she shall give, or cause
to be given, notice of all meetings of the shareholders and special meetings of
the Board of Directors, and shall perform such other duties as may be prescribed
by the Board of Directors or President, under whose supervision he or she shall
be. He or she shall have custody of the corporate seal of the corporation and
he, she, or an Assistant Secretary, shall have the authority to affix the same
to any instrument requiring it and when so affixed it may be attested by his or
her signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.

          SECTION 9. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries, in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     The Treasurer and Assistant Treasurers

          SECTION 10. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.

          SECTION 11. The Treasurer shall disburse the funds of the corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.

          SECTION 12. If required by the Board of Directors, the Treasurer shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his or her office and for the restoration to the corporation, in
case of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, moneys and other property of whatever kind in his or
her possession or under his control belonging to the corporation.

          SECTION 13. The Assistant Treasurer, or, if there shall be more than
one, the Assistant Treasurers, in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

Bylaws of TXI Power Company                                               Page 7



                                   ARTICLE IX

                             CERTIFICATES FOR SHARES

          SECTION 1. The shares of the corporation shall be represented by
certificates signed by the President or a Vice President and the Secretary or an
Assistant Secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.

          When the corporation is authorized to issue shares of more than one
class, every certificate shall set forth upon the face or back of such
certificate a statement of the designations, preferences, limitations and
relative rights of the shares of each class authorized to be issued, as required
by the laws of the State of Texas.

          SECTION 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon any such certificate shall have ceased
to be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he or she were such officer at the date
of its issue.

                                Lost Certificates

          SECTION 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               Transfer of Shares

          SECTION 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
corporation.

                            Closing of Transfer Books

          SECTION 5. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other purpose, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period but
not to exceed, in any case, fifty (50) days. If the stock transfer books shall
be closed for the purpose of

Bylaws of TXI Power Company                                               Page 8



determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for a least ten (10) days immediately
preceding such meeting. In lieu of closing the stock transfer books, the Board
of Directors may fix, in advance, a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
(50) days and, in case of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action, requiring such determination
of shareholders, is to be taken. If the stock transfer books are not closed and
no record date is fixed for the determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

                             Registered Shareholders

          SECTION 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or inters in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of Texas.

                                    ARTICLE X

                               GENERAL PROVISIONS

                                    Dividends

          SECTION 1. Subject to the provisions of the Articles of Incorporation
relating thereto, if any, dividends may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
Articles of Incorporation.

          SECTION 2. Before payment of any dividend, there may be set aside, out
of any funds of the corporation available for dividends, such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for repairing or maintaining any property
of the corporation, or for such other purpose as the directors shall think
conducive to the interest of the corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.

                                     Checks

          SECTION 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

Bylaws of TXI Power Company                                               Page 9



                                   Fiscal Year

          SECTION 4. The fiscal year of the corporation shall begin on the first
day of June in each year, unless otherwise provided by the Board of Directors.

                                      Seal

          SECTION 5. The corporate seal of the corporation shall be in such form
as the Board of Directors shall prescribe. Said seal may be used by causing it
or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

                        Reliance on Books and Statements

          SECTION 6. A director shall be fully protected in relying in good
faith upon the books of account of the corporation or statements prepared by any
of its officials as to the value and amount of the assets, liabilities and/or
net profits of the corporation, or any other facts pertinent to the existence
and amount of surplus or other funds from which dividends might properly be
declared and paid.

                        Contracts - Interest of Director

          SECTION 7. No contract or other transaction between the corporation
and any other corporation and no other act of the corporation shall, in the
absence of fraud, be invalidated or in any way affected by the fat that any of
the director of the corporation are pecuniarily or otherwise interested in such
contract, transaction or other act, or are directors or officers of such other
corporation. Any director of the corporation, individually, or any firm or
association of which any such director may be a member, may be a party to, or
may be pecuniarily or otherwise interested in, any contract or transaction of
the corporation, provided that the fact that he or she individually or such firm
or association is so interested shall be disclosed or shall have been known to
the Board of Directors; and any director of the corporation who is so interested
may be counted in determining the existence of a quorum at any meeting of the
Board of Directors which shall authorize any such contact or transaction, and
may vote thereat to authorize any such contract or transaction with like force
and effect as if he or she were not such director or officer of such other
corporation or not so interested, every director of the corporation being hereby
relieved from any disability which might otherwise prevent him or her from
carrying out transactions with or contracting with the corporation for the
benefit of himself or herself or any firm, corporation, association, trust or
organization in which or with which he or she may be in anywise interested or
connected.

          Any contract, transaction or act of the corporation or by the Board of
Directors which shall be ratified by a majority of the shareholders entitled to
vote at any annual meeting or at any special meeting called for that purpose
shall be as valid and binding as though ratified by every shareholder of the
corporation; provided, however, that any failure of the shareholders to approve
or ratify such contract, transaction or act when and if submitted, shall not be
deemed in any way to invalidate the same or to deprive the corporation, its
directors or officers of their right to proceed with such contract, transaction
or action.

Bylaws of TXI Power Company                                              Page 10



                    Indemnification - Directors and Officers

          SECTION 8. The corporation may indemnify every person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the corporation, by
reason of the fact that said person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent or another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amount paid in settlement incurred by said person in
connection with such action, suit or proceeding, to the full extent permitted by
the laws of the State of Texas in effect from time to time. The corporation
shall have the right and power to purchase and maintain insurance in such
principal amounts as shall be approved by resolution of the Board of Directors
of the corporation from time to time on behalf of each said person against any
liability asserted against and incurred by said person in any such aforesaid
capacity, or arising out of said person's status as such, to the full extent
permitted by the laws of the State of Texas in effect from time to time.

                                   ARTICLE XI

                                   AMENDMENTS

          These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted at any regular or special meeting of shareholders, or of the directors,
at which a quorum is present or represented, by the affirmative vote of a
majority of the outstanding stock entitled to vote, or of a majority of the
directors of the corporation, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting.

Bylaws of TXI Power Company                                              Page 11

EX-3.72

                                                                    Exhibit 3.72

                          CERTIFICATE OF INCORPORATION
                                       OF
                          TXI RIVERSIDE CALIFORNIA INC.

                                    * * * * *

     1. The name of the corporation is TXI Riverside California Inc.

     2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

     3. The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which Corporations may be organized
under the General corporation Lay of Delaware.

     4. The total number of shares of stock which the corporation shall have
authority to issue is One Thousand (1,000); all of such shares shall be without
Per value.

     5. The board of directors is authorized to make, alter or repeal the bylaws
of the Corporation. Election of directors need not be by written ballot.

     6. The name and mailing address of the sole incorporator is:

               T. L. Ford
               Corporation Trust Center
               1209 Orange street
               Wilmington, Delaware 19801

     7. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except far liability (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 Delaware General
Corporation Law, or (iv) for any transaction from which the director derived any
improper personal benefit.

     8. The corporation shall indemnify its officers, directors, employees and
agents to the extent permitted by the General corporation Laws of Delaware

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 22nd day of December, 1997.

                                                    /s/ T. L. Ford
                                                    ----------------------------
                                                    Sole Incorporator
                                                    T. L. Ford

                                     Page 1

EX-3.73

                                                                    Exhibit 3.73

                   CERTIFICATE OF CORRECTION FILED TO CORRECT
              A CERTAIN ERROR IN THE CERTIFICATE OF INCORPORATION
                       OF TXI Riverside California, Inc.
                 FILED IN THE OFFICE OF THE SECRETARY OF STATE
                        OF DELAWARE ON DECEMBER 22, 1997

TXI Riverside California Inc., a corporation organized and existing under and by
virtue of the General corporation Law of the state of Delaware.

DOES HEREBY CERTIFY:

     1. The name of the corporation is TXI Riverside California Inc.

     2. That a Certificate of Incorporation was filed by the Secretary of State
of Delaware on December 22, 1997, and that said Certificate requires correction
as permitted by section 103 of the General Corporation Law of the State of
Delaware.

     3. The inaccuracy or defect of said Certificate to be corrected is as
follows: The name of the corporation should be TXI Riverside Inc., as the word
California was inadvertently added to the title by a clerical error. Two
corporations were being formed at the same time and one had the word California
in the title and unfortunately it was mistakenly left in the title when the
second company was formed.

     4. Article 1. of the Certificate is corrected to read as follows;

          The name of the corporation is TXI Riverside Inc.

IN WITNESS HEREOF, said TXI Riverside Inc. has caused this Certificate to be
signed by Robert C. Moore, its Vice President-Secretary this 26th day of
December, 1997.

                                                    /s/ Robert C. Moore
                                                    ----------------------------
                                                    By: Robert C. Moore
                                                        Vice President-Secretary

EX-3.74

                                                                    Exhibit 3.74

                                     BYLAWS

                                       OF

                               TXI RIVERSIDE INC.

                                      * * *

                                    ARTICLE I

                                     OFFICES

          SECTION 1. In addition to its principal office in the State of Texas,
the corporation may also have offices at such other places both within and
without the State of Texas as the Board of Directors shall from time to time
determine.

                                   ARTICLE II

                         ANNUAL MEETING OF SHAREHOLDERS

          SECTION 1. All meetings of shareholders for the election of Directors
shall be held in the City of Dallas, State of Texas, at such place as may be
fixed from time to time by the Board of Directors, or at such other place either
within or without the State of Texas as shall be designated from time to time by
the Board of Directors and as stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

          SECTION 2. Annual Meetings of Shareholders, commencing with the year
1998, shall be held each year on the second Tuesday of October, if not a legal
holiday, then on the next secular day following, at 10:30 a.m. in the forenoon,
at which they shall elect, by a plurality vote, a Board of Directors, and
transact such other business as may properly be brought before the meeting;
provided, however, that the shareholders may, by a written agreement signed by
the holders of all outstanding shares of stock entitled to general voting
rights, establish a manner of election or selection of directors other than by a
plurality vote during the term of such written agreement.

          SECTION 3. Written or printed notice of every meeting of shareholders
stating the place, day and hour, and purpose of the meeting shall be delivered
to each shareholder of record entitled to vote at such meeting not less than ten
(10) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, by the Secretary, the officer performing said duties or
the persons calling the meeting.

          SECTION 4. Special meetings of shareholders for any purpose other than
the election of directors may be held at such time and place within or without
the State of Texas as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

Bylaws of TXI Riverside Inc.                                              Page 1



          SECTION 5. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the Chairman of the Board or any two (2) members
of the Board of Directors, and shall be held at the request, in writing, of
shareholders owning not less than one-half (1/2) of the entire capital stock
having voting power.

          SECTION 6. The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

          SECTION 7. At least ten (10) days before every election of directors,
a complete list of shareholders entitled to vote at said election, arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the Secretary. Such list shall be open to the
examination of any shareholder at the office of the corporation in the City of
Dallas, Texas for said ten (10) days, an shall be produced and kept at the time
an place of election during the whole of the time thereof, subject to the
inspection of any shareholder who may be present.

                                   ARTICLE III

                           QUORUM AND VOTING OF STOCK

          SECTION 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

          SECTION 2. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power, present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes or
of the Certificate of Incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

          SECTION 3. Each outstanding share of stock having voting power shall
be entitled to one (1) vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. No proxy
shall be valid after three (3) years from the date of its execution unless
otherwise provided in such proxy. Each proxy shall be revocable unless expressly
provided therein to be irrevocable or unless otherwise made irrevocable by law.

Bylaws of TXI Riverside Inc.                                              Page 2



          Subject to the provision set forth in Section 2 of Article II of these
Bylaws, in all elections for directors, every shareholder entitled to vote shall
have the right to vote, in person or by proxy, the number of shares of stock
owned by him or her, for as many persons as there are directors to be elected
and for whose election he or she has a right to vote, but there shall be no
right to cumulative voting.

          SECTION 4. Any action required to be taken at a meeting of
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.

                                   ARTICLE IV

                                    DIRECTORS

          SECTION 1. The property and business of the corporation shall be
managed by a Board of not less than three (3) nor more than seven (7) directors.
The first Board shall consist of three (3) directors. Thereafter, within the
limits herein specified, the number of directors shall be fixed and may be
changed, from time to time, by resolution of the Board of Directors or by the
shareholders at the annual meeting. The Directors, other than the first Board of
Directors, shall be elected at the annual meeting of shareholders, except as
provided in Section 2 of this Article IV of these Bylaws, and each director
elected shall hold office until his or her successor shall be elected and shall
qualify. Directors need not be shareholders. The first Board of Directors shall
hold office until the first annual meeting of shareholders, unless sooner
removed by an affirmative vote of the majority of the issued and outstanding
shares of stock entitled to vote on the elections of directors as hereinafter
provided.

          SECTION 2. Any vacancy occurring in the Board of Directors may be
filled by affirmative vote of a majority of the authorized directors immediately
prior to the occurrence of such vacancy. A director elected to fill a vacancy
shall be elected for the unexpired portion of the term of his predecessor in
office.

          Any directorships to be filled by reason of an increase in. the number
of directors may be filled by the affirmative vote of a majority of the
authorized number of directors immediately prior to any such increase. A
director elected to fill a newly created directorship shall serve until the next
succeeding annual meeting of shareholders and until his successor shall have
been duly elected and qualified, unless sooner displaced.

          Any director may be removed at any time, for cause or without cause,
by an affirmative vote of the holders of a majority of the issued and
outstanding shares of stock entitled to vote on the elections of directors.

          SECTION 3. The business affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these Bylaws directed or required to be exercised or done
by the shareholders.

Bylaws of TXI Riverside Inc.                                              Page 3



          SECTION 4. The directors may keep the books of the corporation, except
such as are required by law to be kept within or without the State of Texas, at
such place or places as they from time to time determine.

          SECTION 5. The Board of Directors shall have power to authorize the
payment of compensation to the directors for services to the corporation,
including fees for attendance at meetings of the Board of Directors, of the
Executive Committee and of other committees and to determine the amount of such
compensation and fees.

                                    ARTICLE V

                       MEETINGS OF THE BOARD OF DIRECTORS

          SECTION 1. The first meeting of each newly elected Board of Directors
shall be held at the same place as the annual meeting of the shareholders
immediately after such meeting or at such other time and place specified in a
notice given as hereinafter provided for special meetings, of the Board of
Directors, or as shall be specified in a written waiver signed by all of the
Directors.

          SECTION 2. Meetings of the Board of Director shall be held at the
times fixed by resolutions of the Board and at other times upon call of the
Chairman of the Board or any two (2) directors and such meetings, whether
regular or special, may be held either within or without the State of Texas. The
Secretary or officer performing said duties shall give reasonable notice (which
shall be at least, but need not in any event exceed ten (10) days) of all
meetings of directors, provided that a meeting may be held without notice
immediately after the annual meting of shareholders, and notice need not be
given of regular meetings held at times fixed by resolutions of the Board.
Meetings may be held at any time without notice if all directors are present or
if those not present sign written waivers of notice either before or after the
meeting. Notice by mail or telegraph to the usual business or residence address
of the directors not less than the time above specified before the meeting shall
be sufficient. A majority of the then authorized directors shall constitute a
quorum for the transaction of business and the act of a majority of the then
authorized directors shall be the act of the Board of Directors.

          SECTION 3. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

          SECTION 4. Any action required or permitted to be taken at any meeting
of the Board of Directors, or any committee thereof, may be taken without a
meeting if all members of the Board, or such committee, consent thereto in
writing and the writing or writings are filed with the minutes of the
proceedings of the Board or committee.

Bylaws of TXI Riverside Inc.                                              Page 4



                                   ARTICLE VI

                               EXECUTIVE COMMITTEE

          SECTION 1. The Board of Directors may, by resolution adopted by a
majority of the whole then authorized Board, appoint an Executive Committee to
consist of the Chairman of the Board and such number of the directors as the
majority of the whole of said Board may from time to time determine, which
committee, to the extent provided in such resolution, shall have and exercise
all of the authority of the Board of Directors in the management of the
corporation, except as otherwise required by law. Vacancies in the membership of
the Committee shall be filled by a majority of the whole said Board at a regular
or special meeting of the Board of Directors. The Executive Committee shall keep
regular minutes of its proceedings and report the same to the Board when
required.

                                   ARTICLE VII

                                     NOTICES

          SECTION 1. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these Bylaws, notice is required to be given
to any director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or shareholder, at his address as it appears on the records of the
corporation, with postage prepaid, and such notice shall be deemed to be given
at the time when the same shall be deposited in the United States Postal
Service. Notice to any director or shareholder may also be given by telegram or
delivered in person.

          SECTION 2. Whenever any notice for whatever reason is required to be
given under the provisions of the statutes or under the provisions of the
Certificate of Incorporation or these Bylaws, a waiver thereof in writing signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.

                                  ARTICLE VIII

                                    OFFICERS

          SECTION 1. The Board of Directors, as soon as may be after the
election of directors in each year, shall elect a President, one or more Vice
Presidents, a Secretary and a Treasurer, and may from time to time elect a
Chairman of the Board and such other officers as they may deem proper. None of
such officers (except for the Chairman of the Board) need be a member of the
Board of Directors. The Board of Directors may appoint from the members of the
Executive Committee, a Chairman of the Executive Committee, if they shall have
established as Executive Committee pursuant to Article VI of these Bylaws.

Bylaws of TXI Riverside Inc.                                              Page 5



          SECTION 2. The officers of the corporation shall hold office until
their successors are elected and qualify. Any officer elected or appointed by
the Board of Directors may be removed at any time with or without cause by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the corporation shall be filled by the Board of Directors.

          SECTION 3. The Board of Directors may authorize the execution of
contracts of employment between the corporation and one (1) or more of the
officers of the corporation. Removal of any such officer from his or her office
without cause by the directors shall not of itself affect any right to
compensation which such removed officer may have under such contract.

                            The Chairman of the Board

          SECTION 4. The Chairman of the Board shall preside at all meetings of
the shareholders and directors, including meeting of the Executive Committee, at
which such officer is present.

                     The Chairman of the Executive Committee

          SECTION 5. The Chairman of the Executive Committee, if such office
shall have been filled by the Board of Directors, shall, in the absence of the
Chairman of the Board, preside at all meetings of the shareholders and
directors.

                                  The President

          SECTION 6. Except as otherwise provided by the Board of Directors, the
President shall be the chief executive officer of the corporation and shall
have, within the limitations and subject to the procedures established from time
to time by resolution of the Board of Directors, general and active management
of the business of the corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect.

                               The Vice Presidents

          SECTION 7. The Vice President, if there shall be one, or if there
shall be more than one, the Vice Presidents, in the order determined by the
Board of Directors, shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                     The Secretary and Assistant Secretaries

          SECTION 8. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
such meetings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He or she shall give, or cause
to be given, notice of all meetings of the shareholders and special meetings of
the Board of Directors, and shall perform such other duties as may be prescribed
by the Board of Directors or President, under whose supervision he or she shall
be.

Bylaws of TXI Riverside Inc.                                              Page 6



He or she shall have custody of the corporate seal of the corporation and he,
she, or an Assistant Secretary, shall have the authority to affix the same to
any instrument requiring it and when so affixed it may be attested by his or her
signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.

          SECTION 9. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries, in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     The Treasurer and Assistant Treasurers

          SECTION 10. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.

          SECTION 11. The Treasurer shall disburse the funds of the corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.

          SECTION 12. If required by the Board of Directors, the Treasurer shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his or her office and for the restoration to the corporation, in
case of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, moneys and other property of whatever kind in his or
her possession or under his control belonging to the corporation.

          SECTION 13. The Assistant Treasurer, or, if there shall be more than
one, the Assistant Treasurers, in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                                   ARTICLE IX

                             CERTIFICATES FOR SHARES

          SECTION 1. The shares of the corporation shall be represented by
certificates signed by the President or a Vice President and the Secretary or an
Assistant Secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.

Bylaws of TXI Riverside Inc.                                              Page 7



          When the corporation is authorized to issue shares of more than one
class, every certificate shall set forth upon the face or back of such
certificate a statement of the designations, preferences, limitations and
relative rights of the shares of each class authorized to be issued, as required
by the laws of the State of Delaware.

          SECTION 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon any such certificate shall have ceased
to be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he or she were such officer at the date
of its issue.

                                Lost Certificates

          SECTION 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               Transfer of Shares

          SECTION 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
corporation.

                            Closing of Transfer Books

          SECTION 5. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other purpose, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period but
not to exceed, in any case, fifty (50) days. If the stock transfer books shall
be closed for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed for a least ten
(10) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix, in advance, a date as the record
date for any such determination of shareholders, such date in any case to be not
more than fifty (50) days and, in case of a meeting of shareholders, not less
than ten (10) days prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of

Bylaws of TXI Riverside Inc.                                              Page 8



Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.

                             Registered Shareholders

          SECTION 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or inters in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Delaware.

                                    ARTICLE X

                               GENERAL PROVISIONS

                                    Dividends

          SECTION 1. Subject to the provisions of the Certificate of
Incorporation relating thereto, if any, dividends may be declared by the Board
of Directors at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in property or in shares of the capital stock, subject to any
provisions of the Certificate of Incorporation.

          SECTION 2. Before payment of any dividend, there may be set aside, out
of any funds of the corporation available for dividends, such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for repairing or maintaining any property
of the corporation, or for such other purpose as the directors shall think
conducive to the interest of the corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.

                                     Checks

          SECTION 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   Fiscal Year

          SECTION 4. The fiscal year of the corporation shall begin on the first
day of June in each year, unless otherwise provided by the Board of Directors.

Bylaws of TXI Riverside Inc.                                              Page 9



                                      Seal

          SECTION 5. The corporate seal of the corporation shall be in such form
as the Board of Directors shall prescribe. Said seal may be used by causing it
or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

                        Reliance on Books and Statements

          SECTION 6. A director shall be fully protected in relying in good
faith upon the books of account of the corporation or statements prepared by any
of its officials as to the value and amount of the assets, liabilities and/or
net profits of the corporation, or any other facts pertinent to the existence
and amount of surplus or other funds from which dividends might properly be
declared and paid.

                        Contracts - Interest of Director

          SECTION 7. No contract or other transaction between the corporation
and any other corporation and no other act of the corporation shall, in the
absence of fraud, be invalidated or in any way affected by the fat that any of
the director of the corporation are pecuniarily or otherwise interested in such
contract, transaction or other act, or are directors or officers of such other
corporation. Any director of the corporation, individually, or any firm or
association of which any such director may be a member, may be a party to, or
may be pecuniarily or otherwise interested in, any contract or transaction of
the corporation, provided that the fact that he or she individually or such firm
or association is so interested shall be disclosed or shall have been known to
the Board of Directors; and any director of the corporation who is so interested
may be counted in determining the existence of a quorum at any meeting of the
Board of Directors which shall authorize any such contact or transaction, and
may vote thereat to authorize any such contract or transaction with like force
and effect as if he or she were not such director or officer of such other
corporation or not so interested, every director of the corporation being hereby
relieved from any disability which might otherwise prevent him or her from
carrying out transactions with or contracting with the corporation for the
benefit of himself or herself or any firm, corporation, association, trust or
organization in which or with which he or she may be in anywise interested or
connected.

          Any contract, transaction or act of the corporation or by the Board of
Directors which shall be ratified by a majority of the shareholders entitled to
vote at any annual meeting or at any special meeting called for that purpose
shall be as valid and binding as though ratified by every shareholder of the
corporation; provided, however, that any failure of the shareholders to approve
or ratify such contract, transaction or act when and if submitted, shall not be
deemed in any way to invalidate the same or to deprive the corporation, its
directors or officers of their right to proceed with such contract, transaction
or action.

                    Indemnification - Directors and Officers

          SECTION 8. The corporation may indemnify every person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or

Bylaws of TXI Riverside Inc.                                             Page 10



in the right of the corporation, by reason of the fact that said person is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent or another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amount paid in settlement incurred by said person in connection with such
action, suit or proceeding, to the full extent permitted by the laws of the
State of Delaware in effect from time to time. The corporation shall have the
right and power to purchase and maintain insurance in such principal amounts as
shall be approved by resolution of the Board of Directors of the corporation
from time to time on behalf of each said person against any liability asserted
against and incurred by said person in any such aforesaid capacity, or arising
out of said person's status as such, to the full extent permitted by the laws of
the State of Delaware in effect from time to time.

                                   ARTICLE XI

                                   AMENDMENTS

          These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted at any regular or special meeting of shareholders, or of the directors,
at which a quorum is present or represented, by the affirmative vote of a
majority of the outstanding stock entitled to vote, or of a majority of the
directors of the corporation, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting.

Bylaws of TXI Riverside Inc.                                             Page 11

EX-3.75

                                                                    Exhibit 3.75

                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                                  STAR 2000 LP

     This Certificate of Limited Partnership of STAR 2000 LP is being duly
executed and filed by Chaparral Steel Texas, Inc. a Delaware corporation, as the
sole general partner, to form a limited partnership under the Delaware Revised
Uniform Limited Partnership Act (6 Del.C, (S) 17-101, et seq).

     1. Name: The name of the limited partnership is STAR 2000 LP (the "Limited
Partnership").

     2. Registered Office and Agent: The address of the registered office of the
Limited Partnership in the State of Delaware is the Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801 and the name of its registered
agent at such address is The Corporation Trust Company.

     3. General Partner: The name and the business address of the sole general
partner of the Limited Partnership are Chaparral Steel Texas, Inc., 300 Ward
Road, Midlothian, Texas 76065-9651.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership this 11 day of October, 1996.

                                           CHAPARRAL STEEL TEXAS, INC.
                                           General Partner


                                           By: /s/ Richard M. Fowler
                                               ---------------------------------
                                           Name:  Richard M. Fowler
                                           Title: Vice President

EX-3.76

                                                                    Exhibit 3.76

                                  AMENDMENT TO
                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                                  STAR 2000 LP

TO THE SECRETARY OF STATE OF DELAWARE:

     This Amendment to certificate of Limited Partnership of Star 2000 LP (the
"Limited Partnership") is being duly executed and filed by Chaparral Steel
Texas, Inc., a Delaware corporation, as the sole general partner, pursuant to 6
Del.C, (S) 17-202 of the Delaware Revised Uniform Limited Partnership Act.

     1. The name of the Limited Partnership is Star 2000 LP.

     2. The date on which the Certificate of Limited Partnership of the Limited
Partnership was filed with the Secretary of State of Delaware is October
15, 1996.

     3. The Certificate of Limited Partnership of the Limited Partnership is
amended in the following respects in order to change the name of the Limited
Partnership as follows:

          "1. Name. The name of the Limited Partnership is Star Recycling LP."

     IN WITNESS WHEREOF, this amendment to Certificate of Limited Partnership of
Star 2000 LP has been executed as of the 12th day of January, 1999.

                                          CHAPARRAL STEEL TEXAS, INC.,
                                             General Partner


                                          By: /s/ Larry L. Clark
                                              ----------------------------------
                                              Larry L. Clark, Vice President

EX-3.77

                                                                    Exhibit 3.77

                               SECOND AMENDMENT TO
                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                                STAR RECYCLING LP

TO THE SECRETARY OF STATE OF DELAWARE:

     This Second Amendment to Certificate of Limited Partnership of Star
Recycling LP (the "Limited Partnership") is being duly executed and filed by
Chaparral Steel Texas, Inc., a Delaware corporation, as the sole general
partner, pursuant to 6 Del.C, (S) 17-202 of the Delaware Revised Uniform Limited
Partnership Act.

     1. The name of the Limited Partnership is Star Recycling LP.

     2. The date on which the Certificate of Limited Partnership of the Limited
Partnership was filed with the Secretary of State of Delaware is October 15,
1996.

     3. The Certificate of Limited Partnership of the Limited Partnership is
amended in the following respects in order to change the name of the Limited
Partnership as follows:

          "1. Name. The name of the Limited Partnership is TXI Star Recycling
     LP."

     IN WITNESS WHEREOF, this Second Amendment to Certificate of Limited
Partnership of Star Recycling LP has been executed as of the 12th day of
February, 1999.

                                         CHAPARRAL STEEL TEXAS, INC.,
                                            General Partner


                                         By: /s/ Robert C. Moore
                                             -----------------------------------
                                             Robert C. Moore, Vice President

EX-3.78

                                                                    Exhibit 3.78

                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                                  STAR 2000 LP

          THIS AGREEMENT OF LIMITED PARTNERSHIP, made and entered into as of
this      day of October, 1996, by and between Chaparral Steel Texas, Inc., a
     ----
Delaware corporation (the "General Partner") and Chaparral Steel Trust, a
Delaware business trust (the "Limited Partner").

          NOW, THEREFORE, the General Partner and the Limited Partner hereby
agree to the terms and conditions of this Agreement of Limited Partnership as
follows:

                                   ARTICLE 1.

                             DEFINITIONS; REFERENCES

     1.1  Definitions. Unless the context requires otherwise, the following
          terms shall have the meanings specified in this Section l.1:

          1.1.1 Act: The Delaware Revised Uniform Limited Partnership Act.

          1.1.2 Additional Capital Contributions: The additional capital
               contributions described in Section 3.4.

          1.1.3 Adjusted Capital Account Deficit: With respect to any Partner,
               the deficit balance, if any, in such Partner's Capital Account as
               of the end of the relevant taxable year, after giving effect to
               the following adjustments:

               (a)  Credit to such Capital Account any amounts which such
                    Partner (1) is obligated to restore to the Partnership upon
                    liquidation of its interest in the Partnership (or which is
                    so treated pursuant to Regulations Section
                    1.704-1(b)(2)(ii)(c)) pursuant to the terms of this
                    Agreement or under state law or (2) is deemed to be
                    obligated to restore pursuant to the penultimate sentences
                    of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and
                    (3) the Partner's share (as determined under Code Section
                    752) of any recourse indebtedness of the Partnership to the
                    extent that such indebtedness could not be repaid out of the
                    Partnership's assets if all of the Partnership's assets were
                    sold at their respective Book Values as of the end of the
                    Fiscal Year or other period and the proceeds from the sales
                    were used to pay the Partnership's liabilities; and



               (b)  Debit to such Capital Account the items described in
                    Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5),
                    and 1.704-1(b)(2)(ii)(d)(6) of the Regulations.

               The foregoing definition of Adjusted Capital Account Deficit is
               intended to comply with the provisions of Section
               1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted
               consistently therewith. For purposes of clause (a)(3) above, the
               amounts computed pursuant to clause (a)(1) above for each Partner
               shall be considered to be proceeds from the sale of the assets of
               the Partnership to the extent such amounts would be available to
               satisfy (directly or indirectly) the indebtedness specified in
               clause (a)(3).

          1.1.4 Affiliate: With respect to any Person, a Person that directly or
               indirectly, through one or more intermediaries, controls, is
               controlled by, or is under common control with the Person in
               question. As used herein, the term "control" means the
               possession, directly or indirectly, of the power to direct or
               cause the direction of the management and policies of a Person,
               whether through ownership of voting securities or interests, by
               contract, or otherwise.

          1.1.5 Agreement: This Agreement of Limited Partnership of STAR 2000 LP
               and any amendments hereto.

          1.1.6 Bankruptcy: A Person shall be deemed bankrupt if:

               (a)  any proceeding is commenced against such Person as "debtor"
                    for any relief under bankruptcy or insolvency laws, or laws
                    relating to the relief of debtors, reorganizations,
                    arrangements, compositions, or extensions and such
                    proceeding is not dismissed within sixty (60) days after
                    such proceeding has commenced, or

               (b)  such Person commences any proceeding for relief under
                    bankruptcy or insolvency laws or laws relating to the relief
                    of debtors, reorganizations, arrangements, compositions, or
                    extensions.

          1.1.7 Book Value: With respect to any asset, the asset's adjusted
               basis for federal income tax purposes, except as follows:

               (a)  the initial Book Value of any asset contributed (or deemed
                    contributed under Regulations Section 1.708-1(b)(1)(iv)) by
                    a Partner to the Partnership shall be the asset's gross fair
                    market value at the time of the contribution;

                                       -2-



               (b)  the Book Value of all Partnership assets shall be adjusted
                    to equal their respective gross fair market values, as
                    determined by the General Partner in its reasonable
                    judgment:

                    (i)  if the General Partner reasonably determines an
                         adjustment is necessary or appropriate to reflect the
                         relative economic interests of the Partners in the
                         Partnership as of (1) the acquisition of an additional
                         interest in the Partnership by any new or existing
                         Partner in exchange for more than a de minimis capital
                         contribution, or (2) the distribution by the
                         Partnership to a Partner of more than a de minimis
                         amount of Partnership property as consideration for an
                         interest in the Partnership; and

                    (ii) as of the liquidation of the Partnership within the
                         meaning of Regulations Section 1.704-1(b)(2)(ii)(g);

               (c)  the Book Value of any Partnership asset distributed to any
                    Partner will be the gross fair market value of the asset on
                    the date of distribution; and

               (d)  the Book Values of Partnership assets will be increased or
                    decreased to reflect any adjustment to the adjusted basis of
                    the assets under Code Sections 734(b) or 743(b), but only to
                    the extent that the adjustment is taken into account in
                    determining Capital Accounts under Regulations Section
                    1.704-1(b)(2)(iv)(m), provided that Book Values will not be
                    adjusted hereunder to the extent that the General Partner
                    determines that an adjustment under clause (b) is necessary
                    or appropriate in connection with a transaction that would
                    otherwise result in an adjustment under this clause (d).

               After the Book Value of any asset has been adjusted under clause
               (a), clause (b) or clause (d) above, Book Value will be adjusted
               by the Depreciation taken into account with respect to the asset
               for purposes of computing Net Profit and Net Loss.

          1.1.8 Capital Account: The capital account of a Partner established
               and maintained in accordance with Section 5.1.

          1.1.9 Capital Contributions: With respect to any Partner, the amount
               of money actually contributed (or deemed contributed pursuant to
               Regulations Section 1.704-1(b)(2)(iv)(c)) to the Partnership and
               the initial Book Value of any property (other than money)
               contributed to the Partnership with respect to the interest in
               the Partnership held by that Partner (net of any liabilities
               secured by such property that the Partnership is considered to
               assume or to take subject to Code Section

                                       -3-



               752). Any reference in this Agreement to the Capital Contribution
               of a Partner will include a Capital Contribution made by any
               prior Partner with respect to the Partnership interest of the
               Partner.

          1.1.10 Capital Transaction: The sale, exchange or other disposition of
               all or any portion of the property of the Partnership other than
               in the ordinary course of business of the Partnership. Capital
               Transactions include the financing or refinancing of Partnership
               property which creates excess funds not needed for Operations and
               which funds, in the opinion of the General Partner, are available
               for distribution to the Partners.

          1.1.11 Code: The United States Internal Revenue Code of 1986, as now
               existing or hereafter amended. References to sections of the Code
               include successor provisions to those sections.

          1.1.12 Depreciation: For each taxable year or other period, an amount
               equal to the depreciation, amortization or other cost recovery
               deduction allowable with respect to an asset for the year or
               other period, except that if the Book Value of an asset differs
               from its adjusted basis for federal income tax purposes at the
               beginning of the year or other period, Depreciation will be an
               amount which bears the same ratio to the beginning Book Value as
               the federal income tax depreciation, amortization or other cost
               recovery deduction for the year or other period bears to the
               beginning adjusted tax basis, provided that if the federal income
               tax depreciation, amortization, or other cost recovery deduction
               for the year or other period is zero, Depreciation will be
               determined with reference to the beginning Book Value using any
               reasonable method selected by the General Partner.

          1.1.13 Fiscal Year: The period commencing on June 1 of each year and
               ending on May 31 of such year.

          1.1.14 General Partner: Chaparral Steel Texas, Inc., a Delaware
               corporation.

          1.1.15 Gross Income: For each Fiscal Year or other period, an amount
               equal to the Partnership's gross income as determined for federal
               income tax purposes for such Fiscal Year or period but computed
               with the adjustments specified in Section 1.1.20(a) and (c).

          1.1.16 Initial Capital Contributions: The Capital Contributions of the
               General Partner made pursuant to Section 3.1 and the Limited
               Partner made pursuant to Section 3.2.

          1.1.17 Limited Partner: Chaparral Steel Trust, a Delaware business
               trust, and any other Person who is admitted to the Partnership as
               a Limited

                                       -4-



               Partner and shown as a Limited Partner on the books and records
               of the Partnership.

          1.1.18 Net Cash Flow: All cash funds from operations of the
               Partnership on hand or on deposit from time to time after (i)
               payment of all operating expenses payable as of the date in
               question, (ii) provision for payment of all outstanding and
               unpaid Partnership obligations due and payable as of the date in
               question or within sixty (60) days thereafter, and (iii) the
               establishment of such reasonable reserves as the General Partner,
               in its sole discretion, deems appropriate for the operating needs
               of the Partnership. "Net Cash Flow" shall not include or reflect
               any proceeds received or expenses incurred in connection with a
               Capital Transaction.

          1.1.19 Net Proceeds of a Capital Transaction: The net proceeds
               received by the Partnership in connection with a Capital
               Transaction after payment of all costs and expenses incurred by
               the Partnership in connection with such Capital Transaction,
               including, without limitation, brokers' commissions; loan fees,
               other closing costs, the cost of any alteration, improvement,
               restoration or repair of Partnership assets necessitated by or
               incurred in connection with such Capital Transaction, any
               reserves that the General Partner believes in good faith should
               be established and the payment of any loans owed by the
               Partnership to any of the Partners, plus any other loans that
               should be appropriately paid, as determined by the General
               Partner in its reasonable discretion.

          1.1.20 Net Profit and Net Loss: For each Fiscal Year or other period,
               an amount equal to the Partnership's taxable income or loss for
               such Fiscal Year or period, determined in accordance with Code
               Section 703(a) (for this purpose, all items of income, gain, loss
               or deduction required to be stated separately pursuant to Code
               Section 703(a)(1) shall be included in taxable income or loss)
               with the following adjustments:

               (a)  any income of the Partnership that is exempt from federal
                    income tax and not otherwise taken into account in computing
                    Net Profit or Net Loss shall be added to such taxable income
                    or loss;

               (b)  any expenditures of the Partnership described in Code
                    Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B)
                    expenditures under Regulations Section 1.704-1(b)(2)(iv)(i)
                    and not otherwise taken into account in computing Net Profit
                    or Net Loss shall be subtracted from such taxable income or
                    loss;

               (c)  gain or loss resulting from any disposition of Partnership
                    property with respect to which gain or loss is recognized
                    for federal income

                                       -5-



                    tax purposes shall be computed by reference to the Book
                    Value of such property notwithstanding that the Book Value
                    of such asset differs from its adjusted tax basis;

               (d)  gain or loss resulting from any adjustment pursuant to
                    Section 1.1.7(b) shall be taken into account as gain or loss
                    from disposition of the asset for purposes of computing Net
                    Profit or Net Loss hereunder;

               (e)  gain or loss resulting from any adjustment attributable to
                    an in-kind distribution of assets to any Partner pursuant to
                    Sections 5.2 shall be taken into account as gain or loss
                    from disposition of the asset for purposes of computing Net
                    Profit or Net Loss hereunder;

               (f)  in lieu of the depreciation, amortization and other cost
                    recovery deductions taken into account in computing taxable
                    income or loss, there shall be taken into account
                    Depreciation for such Fiscal Year or other period as
                    determined under Regulations Section
                    1.704-1(b)(2)(iv)(g)(3);

               (g)  the amount of any Gross Income specially allocated to the
                    Partners pursuant to Sections 4.7 through 4.9 and 4.14 shall
                    not be included as income or revenue; and

               (h)  any amount allocated pursuant to Sections 4.11 through 4.14
                    shall not be included as a gain, loss or deduction.

          1.1.21 Net Profit and Net Loss from Capital Transactions: Net Profit
               and Net Loss including only those items of income, gain, loss and
               deduction relating to Capital Transactions.

          1.1.22 Net Profit and Net Loss from Operations: Net Profit and Net
               Loss excluding those items of income, gain, loss and deduction
               related solely to Capital Transactions.

          1.1.23 Nonrecourse Deductions: Losses, deductions or Code Section
               705(a)(2)(B) expenditures attributable to Nonrecourse Liabilities
               of the Partnership. The amount of Nonrecourse Deductions for any
               Fiscal Year or other period shall be determined in accordance
               with the provisions of Regulations Section 1.704-2(c).

          1.1.24 Nonrecourse Liability: A nonrecourse liability as defined in
               Regulations Section 1.752-1(a)(2).

          1.1.25 Operations: All operations and activities of the Partnership
               other than those related to or consisting of a Capital
               Transaction.

                                       -6-



          1.1.26 Partner: A Partner of the Partnership, including the General
               Partner and the Limited Partner.

          1.1.27 Partner Nonrecourse Debt: Any Nonrecourse Liability of the
               Partnership for which any Partner or related person bears the
               economic risk of loss under Regulations Section 1.752-2.

          1.1.28 Partner Nonrecourse Debt Minimum Gain: The minimum gain
               attributable to Partner Nonrecourse Debt as determined under
               Regulations Section 1.704-2(i)(3).

          1.1.29 Partner Nonrecourse Deductions: Partnership losses, deductions
               or Code Section 705(a)(2)(B) expenditures attributable to a
               particular Partner Nonrecourse Debt. The amount of Partner
               Nonrecourse Deductions for any Fiscal Year or other period shall
               be determined in accordance with the provisions of Regulations
               Section 1.704-2(i)(2).

          1.1.30 Partnership: STAR 2000 LP, a Delaware limited partnership.

          1.1.31. Partnership Certificate: The certificate of limited
               partnership of the Partnership filed in conformance with the Act.

          1.1.32 Partnership Minimum Gain: The amount computed under Regulations
               Section 1.704-2(d)(1) with respect to the Partnership's
               Nonrecourse Liabilities.

          1.1.33 Partnership Percents or Percentages: The percentages of the
               Partners as follows:

               General Partner    1%
               Limited Partner   99%

          1.1.34 Partnership Term: The period of duration of the Partnership, as
               set forth in Section 2.5.

          1.1.35 Person: Any individual, partnership, corporation, trust or
               other legal entity.

          1.1.36 Regulations: The Income Tax Regulations promulgated under the
               Code, as such regulations may be amended from time to time
               (including corresponding provisions of succeeding regulations).

          1.1.37 Tax Matters Partner: The General Partner.

          1.1.38 Transfer: Any sale, assignment, transfer, lease or other
               disposal of property, including without limitation, an interest
               in the Partnership.

                                      -7-



     1.2  References. Unless otherwise specified herein, references in this
          Agreement to "Section," "Subsection," "Article," or "Exhibit" refer to
          the sections, subsections, articles, or exhibits in this Agreement.

                                   ARTICLE 2.

                  FORMATION, NAME, PURPOSE, REGISTERED OFFICE,
                            REGISTERED AGENT AND TERM

     2.1  Formation of the Limited Partnership. The General Partner and the
          Limited Partner hereby form the Partnership as a limited partnership
          pursuant to and in accordance with the provisions of the Act.

     2.2  Partnership Name. The business of the Partnership will be conducted
          under the name Star 2000 LP or such other name or names as the General
          Partner may determine.

     2.3  Purpose. The purpose of the Partnership is to (i) engage in the
          engineering, development, operation and commercialization of materials
          management processes encompassing, among other things, the recycling,
          reuse, recovery, processing and sale of automobile, industrial,
          commercial, construction, demolition, agricultural and municipal solid
          wastes; (ii) own, manage, operate, mortgage, sell and otherwise deal
          with the assets of the Partnership; and, (iii) engage in such other
          activities as the General Partner shall deem appropriate, to the
          extent such activities may be carried on under applicable law and are
          not prohibited by the terms and provisions of this Agreement.

     2.4  Principal and Registered Office. The principal office of the
          Partnership is at 300 Ward Road, Midlothian, Texas 76065. The General
          Partner has a business office at the Partnership's principal office.
          The registered office of the Partnership is at Corporation Trust
          Center, 1209 Orange Street, Wilmington, Delaware 19801 and The
          Corporation Trust Center is the registered agent of the Partnership.
          The General Partner way change the principal or registered office or
          registered agent of the Partnership from time to time. The General
          Partner may establish, maintain and abandon one or more additional
          places of business for the Partnership.

     2.5  Term of the Partnership. The term of the Partnership shall commence
          upon the filing and recording of the Partnership Certificate, and
          shall continue until December 31, 2046, unless earlier terminated
          pursuant to the terms of this Agreement.

                                       -8-



                                   ARTICLE 3.

                      CAPITAL CONTRIBUTIONS; PARTNER LOANS

     3.1  Initial Capital Contributions of General Partner. Upon the formation
          of the Partnership, the General Partner has contributed $10.00 to the
          Partnership. The General Partner shall not otherwise be required to
          make additional contributions to the Partnership except as provided in
          Sections 3.4 and 5.5.

     3.2  Initial Capital Contribution of Limited Partner. Upon the formation of
          the Partnership, the Limited Partner has contributed $990.00 to the
          Partnership. The Limited Partner shall not be required to make
          additional contributions to the Partnership except as specified in
          Sections 3.4 and 5.5.

     3.3  Authorization of Partner Loans. Subject to the limitations herein and
          to other agreements of the Partnership, the General Partner from time
          to time may cause the Partnership to borrow required amounts from one
          or more Partners or their Affiliates. Loans made by Partners or
          Affiliates under this Section 3.3 will not be considered a
          contribution to the capital of the Partnership, but will constitute
          indebtedness of the Partnership to the advancing Partner or Affiliate,
          payable from the first available net cash flow of the Partnership
          unless otherwise agreed by the lending Partner or Affiliate and, to
          the extent still unpaid, upon the termination and liquidation of the
          Partnership. Each loan by a Partner or Affiliate will bear simple
          interest compounded annually on the unpaid principal balance at the
          interest rate approved by the General Partner. The Partners will not
          be personally liable for loans made by Partners or Affiliates under
          this Section 3.3 or be obligated to make contributions to the capital
          of the Partnership to repay those loans. Loans Made by Partners or
          Affiliates under this Section 3.3 will be payable only from the assets
          of the Partnership.

     3.4  Additional Capital Contributions. Upon approval of the General Partner
          and the Limited Partner, the Partners may make Additional Capital
          Contributions to the Partnership from time to time as may be required
          to meet the demands of the business of the Partnership. The Partners
          shall contribute such Additional Capital Contributions in cash in
          proportion to the Partners' Partnership Percentages.

                                   ARTICLE 4.

                          DISTRIBUTIONS AND ALLOCATIONS

     4.1  Distribution of Net Cash Flow. Net Cash Flow shall be distributed
          among the Partners in accordance with their Partnership Percentages at
          such times and in such amounts as shall be determined by the General
          Partner.

                                       -9-



     4.2  Distribution of Net Proceeds of a Capital Transaction. Net Proceeds of
          a Capital Transaction shall be distributed among the Partners in
          accordance with their Partnership Percentages at such times and in
          such total amounts as shall be determined by the General Partner.

     4.3  Return of and Interest on Capital Contributions. No Partner is
          entitled to the return of his Capital Contributions or his Capital
          Account or to be paid interest in respect of either his Capital
          Account or any Capital Contribution made by him to the Partnership
          except as provided in this Agreement.

     4.4  Payments. The amount of any distribution or payment to a Partner
          whether pursuant to Article 4 or Article 9 hereof may be made in cash
          or in-kind or partially in cash and partially in-kind in the
          reasonable discretion of the General Partner or the liquidating
          trustees, as the case maybe, less reasonable reserves established in
          the reasonable discretion of the General Partner or the liquidating
          trustees, as the case may be, for known or unknown liabilities of the
          Partnership.

     4.5  In-Kind Distributions. All distributions of assets in-kind shall be
          made at Book Value as determined pursuant to Section 5.3 and shall be
          distributed to the Partners in the same manner as a distribution of
          Net Proceeds of a Capital Transaction would have been made if such
          assets had been sold. The Net Profit or Net Loss resulting from
          distribution will be allocated in accordance with Section 4.6.3 or
          Section 4.6.4, as the case may be.

     4.6  Allocations of Net Profit and Net Loss.

          4.6.1 Net Profit From Operations.

               (a)  If any Net Loss has been allocated to the Partners pursuant
                    to Section 4.6.2 or Section 4.6.4, then Net Profit from
                    Operations shall first be allocated to the Partners, in the
                    same proportions as such Net Loss was allocated, until each
                    Partner's Capital Account balance equals what it would have
                    been had there been no such allocation of Net Loss.

               (b)  After any allocation required pursuant to Section 4.6.1(a),
                    Net Profit from Operations shall be allocated among the
                    Partners in accordance with their Partnership Percentages.

          4.6.2 Net Loss From Operations.

               (a)  If any Net Profit has been allocated to the Partners
                    pursuant to Section 4.6.1 or Section 4.6.3, then Net Loss
                    from Operations shall first be allocated to the Partners, in
                    the same proportions as such Net Profit was allocated, until
                    each Partner's Capital

                                      -10-



                    Account balance equals what it would have been had there
                    been no such allocation of Net Profit.

               (b)  After any allocation required pursuant to Section 4.6.2(a)
                    Net Loss from Operations shall be allocated among the
                    Partners in proportion to their Capital Accounts until such
                    Capital Account balances equal zero.

               (c)  After any allocation required pursuant to Section 4.6.2(b),
                    Net Loss from Operations shall be allocated to the General
                    Partner.

          4.6.3 Net Profit From Capital Transactions.

               (a)  If any Net Loss has been allocated to the Partners pursuant
                    to Section 4.6.2 or Section 4.6.4, then Net Profit from
                    Capital Transactions shall first be allocated to the
                    Partners, in the same proportions as such Net Loss was
                    allocated, until each Partner's Capital Account balance
                    equals what it would have been had there been no such
                    allocation of Net Loss.

               (b)  After any allocation required pursuant to Section 4.6.3(a),
                    Net Profit from Capital Transactions shall be allocated
                    among the Partners in accordance with their Partnership
                    Percentages.

          4.6.4 Net Loss From Capital Transactions.

               (a)  If any Net Profit has been allocated to the Partners
                    pursuant to Section 4.6.1 or Section 4.6.3, then Net Loss
                    from Capital Transactions shall first be allocated to
                    the Partners, in the same proportions as such Net Profit was
                    allocated, until each Partner's Capital Account balance
                    equals what it would have been had there been no such
                    allocation of Net Profit.

               (b)  After any allocation required pursuant to Section 4.6.4(a)
                    Net Lost from Capital Transactions shall be allocated among
                    the Partners in proportion to their Capital Accounts until
                    such Capital Account balances equal zero.

               (c)  After any allocation required pursuant to Section 4.6.4(b),
                    Net Loss from Capital Transactions shall be allocated to the
                    General Partner.

     4.7  Partnership Minimum Gain Chargeback. Notwithstanding any other
          provision of this Agreement to the contrary, if in any Fiscal Year or
          other period there is a net decrease in the amount of the Partnership
          Minimum Gain, then each Partner shall first be allocated items of
          Gross Income for such year (and, if necessary, subsequent years) in an
          amount equal to such Partner's share of the

                                      -11-



          net decrease in such Minimum Gain during such year (as determined
          under Regulations Section 1.704-2(g)(2)); provided, however, if there
          is insufficient Gross Income in a year to make the allocation
          specified above for all Partners for such year, the Gross Income shall
          be allocated among the Partners in proportion to the respective
          amounts they would have been allocated had there been an unlimited
          amount of Gross Income for such year.

     4.8  Minimum Gain Chargeback for Partner Nonrecourse Debt. Notwithstanding
          any other provision of this Agreement to the contrary other than
          Section 4.7, if in any year there is a net decrease in the amount of
          the Partner Nonrecourse Debt Minimum Gain, then each Partner shall
          first be allocated items of Gross Income for such year (and, if
          necessary, subsequent years) in an amount equal to such Partner's
          share of the net decrease in such Minimum Gain during such year (as
          determined under Regulations Section 1.704-2(i)(4)); provided,
          however, if there is insufficient Gross Income in a year to make the
          allocation specified above for all Partners for such year, the Gross
          Income shall be allocated among the Partners in proportion to the
          respective amounts they would have been allocated had there been an
          unlimited amount of Gross Income for such year.

     4.9  Qualified Income Offset. Notwithstanding any other provision of this
          Agreement to the contrary (except Sections 4.7 and 4.8 which shall be
          applied first), if in any Fiscal Year or other period a Partner
          unexpectedly receives an adjustment, allocation or distribution
          described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6),
          such Partner will be specially allocated items of Gross Income in an
          amount and manner sufficient to eliminate, to the extent required by
          the Regulations, the Adjusted Capital Account Deficit of such Partner
          as quickly as possible.

     4.10 Limit on Loss Allocations. Notwithstanding the provisions of Section
          4.6.2, 4.6.4 or any other provision of this Agreement to the contrary,
          Net Loss (or items thereof) shall not be allocated to a Partner if
          such allocation would cause or increase such Partner's Adjusted
          Capital Account Deficit and shall be reallocated to the other
          Partners, subject to the limitations of this Section 4.10.

     4.11 Net Loss from Partner Nonrecourse Debt. Any Net Loss or deductions
          attributable to Partner Nonrecourse Debt shall be allocated to the
          Partner who bears the economic risk of loss with respect to such debt.

     4.12 Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or
          other period shall be allocated among the Partners in accordance with
          their Partnership Percentages.

     4.13 Code Section 754 Adjustments. To the extent an adjustment to the
          adjusted tax basis of any Partnership asset under Code Sections 734(b)
          or 743(b) is required to be taken into account in determining Capital
          Accounts under

                                      -12-



          Regulations Section 1.704-1(b)(2)(iv)(m), the amount of the adjustment
          to the Capital Accounts will be treated as an item of gain (if the
          adjustment increases the basis of the asset) or loss (if the
          adjustment decreases the basis), and the gain or loss will be,
          specially allocated to the Partners in a manner consistent with the
          manner in which their Capital Accounts are required to be adjusted
          under Regulations Section 1.704-1(b)(2)(iv)(m).

     4.14 Reversal of Mandatory Allocations. In the event that any Gross Income
          or Net Loss is allocated pursuant to Section 4.7 through 4.10,
          subsequent Gross Income, Net Profit or Net Loss (or items thereof)
          will first be allocated (subject to Sections 4.7 through 4.10) to the
          Partners in a manner which will result in each Partner having a
          Capital Account balance equal to that which would have resulted had
          the original allocation of Gross Income or Net Loss (or items thereof)
          pursuant to Sections 4.7 through 4.10 not occurred.

     4.15 Compliance with Code. The foregoing provisions of this Agreement
          relating to the allocation of Net Profit and Net Loss are intended to
          comply with Regulations under Section 704(b) of the Code and shall be
          interpreted and applied in a manner consistent with such Regulations.

     4.16 Tax Allocations -- Code Section 704(c). In accordance with Code
          Section 704(c) and the related Regulations, income, gain, loss and
          deduction with respect to any property contributed to the capital of
          the Partnership, solely for tax purposes, will be allocated among the
          Partners so as to take account of any variation between the adjusted
          basis to the Partnership of the property for federal income tax
          purposes and the initial Book Value of the property. If the Book Value
          of any Partnership asset is adjusted under Section 1.1.7, subsequent
          allocations of income, gain, loss and deduction with respect to that
          asset will take account of any variation between the adjusted basis of
          the asset for federal income tax purposes and its Book Value in the
          same manner as under Code Section 704(c) and the related Regulations.
          Any elections or other decisions relating to allocations under this
          Section 4.16 will be made in any manner that the General Partner
          determines reasonably reflects the purpose and intention of this
          Agreement. Allocations under this Section 4.16 are solely for purposes
          of federal, state and local taxes and will not affect, or in any way
          be taken into account in computing, any Partner's Capital Account or
          share of Net Profit, Net Loss or other items or distributions under
          any provision of this Agreement.

     4.17 Allocation on Transfer. If any interest in the Partnership is
          transferred, or is increased or decreased by reason of the admission
          of a new Partner or otherwise, during any Fiscal Year, the Partnership
          shall make an interim closing of its books as of the effective date of
          such date of transfer or admission and shall allocate Net Income or
          Net Loss or items thereof based on such interim closing. All transfers
          of interests or admissions or exclusions of Partners occurring at any
          time during a month shall be deemed effective as of the opening of
          business on the first day of the subsequent month.

                                      -13-



     4.18 Minimum Interest of General Partner. Notwithstanding any indication to
          the contrary, the General Partner's interest in each item of
          Partnership income, gain, loss, deduction and credit shall be not less
          than 1%, except as otherwise required pursuant to Section 704(b) or
          Section 704(c) of the Code.

                                   ARTICLE 5.

                                CAPITAL ACCOUNTS

     5.1  Capital Accounts. A separate capital account ("Capital Account") shall
          be maintained for each Partner. There shall be credited to each
          Partner's Capital Account the amount of any cash actually contributed
          by such Partner to the capital of the Partnership (or deemed
          contributed pursuant to Regulations Section 1.704-1(b)(2)(iv)(c)), the
          Book Value of any property contributed by such Partner to the capital
          of the Partnership (net of any liabilities secured by such property
          that the Partnership is considered to assume or to take subject to
          under Code Section 752), such Partner's share of the Net Profit (and
          all items in the nature of income or gain that are specially allocated
          to the Partner under Article 4 hereof) of the Partnership and the
          amount of any Partnership liabilities that are assumed by the Partner
          or secured by any Partnership property distributed to the Partner.
          There, shall be charged against each Partner's Capital Account the
          amount of all cash distributed to such Partner by the Partnership (or
          deemed distributed pursuant to Regulations Section
          1.704-1(b)(2)(iv)(c)), the Book Value of any property distributed to
          such Partner by the Partnership (net of any liability secured by such
          property that the Partner is considered to assume or take subject to
          under Code Section 752), such Partner's share of the Net Loss (and all
          items in the nature of deduction or loss that are specially allocated
          to the Partner under Article 4 hereof) of the Partnership and the
          amount of any liabilities of the Partner assumed by the Partnership or
          which are secured by any property contributed by the Partner to the
          Partnership.

     5.2  Adjustment for In-Kind Distributions. If the Partnership at any time
          distributes any of its assets in-kind to any Partner, the Capital
          Account of each Partner shall be adjusted as contemplated by Section
          4.5, as applicable, to account for that Partner's allocable share (as
          determined under Article 4 above) of the Net Profit or Net Loss that
          would have been realized by the Partnership had it sold the assets
          distributed for their respective fair market values immediately prior
          to their distribution.

     5.3  Property Revaluation. The Capital Accounts shall be adjusted to
          reflect a revaluation of Partnership property to its fair market value
          on the date of adjustment upon the occurrence of any of the following
          events:

          5.3.1 an increase in any new or existing Partner's Partnership
               Percentage resulting from the contribution of money or property
               by such Partner

                                      -14-



               to the Partnership including a conversion of debt into
               Partnership interests,

          5.3.2 any reduction in a Partner's Partnership Percentage resulting
               from a distribution to such Partner in consideration of all or
               part of his Partnership interest, unless such distribution is pro
               rata to all Partners in accordance with their respective
               Partnership Percentages, and

          5.3.3 whenever else allowed under Regulations Section
               1.704-1(b)(2)(iv)(f).

          The adjustments to Capital Accounts shall reflect the manner in which
          the unrealized Net Profit or Net Loss inherent in the property would
          be allocated if there were a disposition of the Partnership's property
          at its fair market value on the date of adjustment.

     5.4  Interpretation. It is the intention of the Partners that the Capital
          Accounts be maintained strictly in accordance with the capital account
          maintenance requirements of Regulations under Code Section 704(b). The
          foregoing provisions and the other provisions of this Agreement
          relating to the maintenance of the Capital Accounts are intended to
          comply with such Regulations and shall be interpreted and applied in a
          manner consistent with such Regulations and any amendment of successor
          provision thereto. The General Partner also shall make any appropriate
          modifications if unanticipated events might otherwise cause this
          Agreement not to comply with the Regulations, so long as such changes
          would not cause a material change in the relative economic benefits of
          the Partners under this Agreement.

     5.5  Obligation to Repay or Restore. If the Limited Partner has received
          distributions of Net Cash Flow or Net Proceeds of a Capital
          Transaction, it may be obligated under the Act to repay or restore to
          the Partnership all or a portion of the amount received if such
          distributions cause the fair market value of the Partnership's assets
          to be less than the Partnership's liabilities. Subject to the
          foregoing requirement, the Limited Partner shall not be required to
          pay to the Partnership or to any other Partner any deficit or negative
          balance which may exist from time to time in its Capital Account;
          provided, however, in the event the Limited Partner erroneously
          receives distributions in excess of his interest in such distributions
          as specified in Sections 4.1, 4.2 and 4.3 hereof ("Excess
          Distributions"), then, as between the Partners but not for the benefit
          of other Persons, such Partner shall be indebted to the Partnership
          for such Excess Distributions, and such indebtedness shall be payable
          on terms or on demand as may be prescribed by the General Partner. The
          General Partner shall contribute, prior to the dissolution and
          liquidation of the Partnership, an amount equal to the lesser of (a)
          an amount which will cause the total Capital Contributions made by the
          General Partner during the Partnership Term to equal one percent (1%)
          of the total Capital Contributions made to the Partnership (including
          the Capital Contribution to be made by the General Partner pursuant to
          this Section 5.5),

                                      -15-



          or (b) the deficit balance in its Capital Account as of the date of
          such dissolution and liquidation.

     5.6  Tax Elections. The General Partner is authorized, in its reasonable
          discretion, to make all elections permitted or required of the
          Partnership under Regulations Section 1.704-1, Code Section 754 and
          any other provisions of the Code.

                                   ARTICLE 6.

                               OPERATING EXPENSES

     6.1  Operating Expenses and Reimbursements. The Partnership shall bear (or
          reimburse the General Partner for its payment of) all costs and
          expenses of every kind and description incurred in connection with the
          organization, operation, liquidation and dissolution of the
          Partnership including, but not limited to, travel expenses, fees of
          consultants, accountants, and attorneys, fees and expenses of the
          preparation of quarterly unaudited financial statements, the annual
          audit, if any, and tax returns of the Partnership, interest on
          indebtedness of the Partnership, and fees and expenses incurred in
          any litigation by or against the Partnership.

                                   ARTICLE 7.

                 ADMISSION OF PARTNERS; ASSIGNMENT OF INTERESTS

     7.1  Admission of Additional Partners. No additional partners shall be
          admitted to the Partnership without the approval of the Partners.

     7.2  Assignment or Transfer of Partnership Interests. No Partner shall
          sell, assign, pledge, mortgage, or otherwise dispose of or Transfer,
          in whole or in part, its Partnership interest or its share of the
          Partnership's capital, assets or property or enter into any agreement,
          the result of which would be for another Person to become directly or
          indirectly interested in the Partnership.

                                   ARTICLE 8.

                       MANAGEMENT DUTIES AND RESTRICTIONS

     8.1  Powers of General Partner.

          8.1.1 General Authority of the General Partner. The business and
               affairs of the Partnership will be managed exclusively by the
               General Partner. Except as otherwise expressly provided in this
               Agreement with respect

                                      -16-



               to matters requiring the approval of the Limited Partner, all
               determinations relating to the business and affairs of the
               Partnership will be made by the General Partner in its sole
               discretion and will not give rise to any right or claim by any
               Partner or the Partnership unless made in violation of an express
               provision of this Agreement. Except as otherwise provided herein,
               the General Partner will have complete authority to take, in its
               own name or in the name of the Partnership, any action that the
               General Partner determines to be appropriate under this Agreement
               or for the conduct of the business of the Partnership, including
               without limitation the actions specified in Section 8.1.2. All
               decisions and actions taken by the General Partner under the
               authority of this Section 8.1 will be binding upon all of the
               Partners and the Partnership.

          8.1.2 Specific Authority of General Partner. Except as otherwise
               expressly set forth in this Agreement, the General Partner shall
               have all rights and powers of a general partner under the Act.
               Subject to the limitations contained in Section 8.1.3, the
               authority of the General Partner to manage the business and
               affairs of the Partnership will include complete authority.

               (a)  To acquire, dispose of, lease or exchange assets of the
                    Partnership;

               (b)  To borrow money or otherwise create or assume indebtedness
                    for the Partnership;

               (c)  To create an Encumbrance on all or any part of the
                    Partnership's assets in order to secure loans or advances to
                    or assumed by the Partnership or any Person in which the
                    Partnership has a direct or indirect interest, or any
                    obligation of the Partnership or any Person in which the
                    Partnership has a direct or indirect interest, or for any
                    other Partnership purpose;

               (d)  To execute and deliver for the Partnership agreements and
                    other instruments (including, without limitation,
                    instruments creating an Encumbrance on Partnership assets)
                    for any purpose authorized by clause (c), including without
                    limitation agreements and instruments in connection with
                    loans or the Transfer of assets of the Partnership;

               (e)  To collect all income of the Partnership and to satisfy all
                    obligations of the Partnership, including without limitation
                    expenses of the General Partner relating to the Partnership
                    described in Article 6 and Section 8.4 and the
                    indemnification obligations arising under Section 11.11;

                                      -17-



               (f)  To prepare or cause to be prepared and file all tax returns
                    for the Partnership (but not the tax returns or other
                    reports of the Partners);

               (g)  To make all tax elections for the Partnership, including
                    without limitation any special basis adjustments under
                    Section 754 of the Code, provided that the Partner
                    requesting any Section 754 election must agree to reimburse
                    the Partnership for any costs incurred by the Partnership in
                    making the election or in maintaining or preparing any
                    additional records or reports in connection with the
                    election;

               (h)  To prosecute, defend and settle legal, arbitration or
                    administrative proceedings on behalf of or against the
                    Partnership;

               (i)  To manage and maintain the assets of the Partnership or any
                    Person in which the Partnership has a direct or indirect
                    interest;

               (j)  To establish separate bank accounts far the deposit of
                    monies received on behalf of the Partnership and to disburse
                    all funds on deposit on behalf of the Partnership in amounts
                    and at times as required in connection with the business of
                    the Partnership;

               (k)  To procure and maintain insurance against risks and in
                    amounts determined to be appropriate by the General Partner,
                    including without limitation insurance under which the
                    General Partner and its partners, agents and affiliates are
                    insureds;

               (l)  To advance funds of the Partnership to any Person in which
                    the Partnership has a direct or indirect interest;

               (m)  To do or cause to be done any other act which the General
                    Partner considers to be appropriate to carry out any of its
                    powers or in furtherance of the purposes or character of the
                    Partnership;

               (n)  To establish such reserves from Partnership funds as the
                    General Partner, in its sole discretion, may deem necessary
                    or advisable for Partnership operations and for the payment
                    of Partnership obligations;

               (o)  To exercise all rights, powers, privileges and other
                    incidents of ownership or possession with respect to any
                    Partnership assets, including, without limitation, voting
                    equity or debt securities held by the Partnership;

                                      -18-



               (p)  To consult with legal counsel, independent public
                    accountants, real estate brokers and other consultants
                    selected by the General Partner on behalf of the
                    Partnership;

               (q)  To take all action which may be necessary or appropriate for
                    the continuation of the Partnership's valid existence as a
                    limited partnership under the laws of the State of Delaware
                    and of each other jurisdiction in which such existence is
                    necessary to protect the limited liability of the limited
                    Partner or to enable the Partnership to conduct the business
                    in which it is engaged;

               (r)  To resolve, in its sole discretion, any ambiguity regarding
                    the application of any provision of this Agreement in the
                    manner it deems equitable, practicable and consistent with
                    this Agreement and applicable law; and,

               (s)  To do such other acts as the General Partner may deem
                    necessary or advisable, or as may be incidental to or
                    necessary for the conduct of the business of the
                    Partnership.

          8.1.3 Actions Requiring, Limited Partner Approval. Notwithstanding
               Section 8.1.2, the General Partner may not, without the written
               consent of the Limited Partner take or commit to take any of the
               following actions:

               (a)  Transfer all or substantially all of the Partnership's
                    assets, whether in one transaction or a series of related
                    transactions;

               (b)  Effect the reorganization, merger or consolidation of the
                    Partnership with any other entity.

               (c)  Any act in contravention of this Agreement;

               (d)  Any act which would make it impossible to carry on the
                    ordinary business of the Partnership, other than a Transfer
                    of all or substantially all of the assets of the Partnership
                    authorized under Section 8.1.3(a) or a reorganization,
                    merger or consolidation authorized under Sections 8.1.3(b);

               (c)  Confess a judgment against the Partnership except in
                    connection with the settlement of an action or proceeding;
                    or,

               (f)  Incur any debt, on behalf of the Partnership or otherwise,
                    for which the Limited Partner shall be directly or
                    personally liable to any extent.

     8.2  Authority as to Third Persons. Notwithstanding Section 8.1.3, the
          signed statement of the General Partner reciting that it has the
          authority or necessary

                                      -19-



          approval of the Limited Partner for any action, as to any third
          Person, will be conclusive evidence of the authority of the General
          Partner to take that action and of compliance with Section 8.1.3, if
          applicable. The Limited Partner will promptly execute instruments
          determined by the General Partner to be appropriate to evidence the
          authority of the General Partner to consummate any transaction
          permitted by this Agreement.

     8.3  Compensation and Expenses of the General Partner. The General Partner
          will not receive any compensation from the Partnership for serving as
          General Partner, but all expenses incurred by the General Partner in
          connection with its service as General Partner (including without
          limitation charges for legal, accounting, data processing,
          administrative, executive, tax and other services rendered) will be
          paid or promptly reimbursed by the Partnership. Nothing contained in
          this Section 8 is intended to affect the distributions to the General
          Partner or the amounts that may be payable to the General Partner by
          reason of its interest in the Partnership.

     8.4  Covenants of the General Partner. The General Partner shall devote
          such time, effort, and attention as may be reasonably necessary,
          advisable, or appropriate to manage and direct the operations,
          business and affairs of the Partnership.

     8.5  Limitations on Authority. The authority of the General Partner over
          the conduct of the operations, business, and affairs of the
          Partnership shall be subject only to the Act and such further
          limitations as are expressly stated in this Agreement.

     8.6  No Withdrawal From Partnership. Except as contemplated by this
          Agreement, no Partner may withdraw from the Partnership at any time.

                                   ARTICLE 9.

                         DISSOLUTION OF THE PARTNERSHIP

     9.1  Dissolution. The Partnership shall be dissolved upon the happening of
          any of the following events:

          9.1.1 the expiration of the Partnership Term;

          9.1.2 with the prior consent of the General Partner and the Limited
               Partner;

          9.1.3 the Bankruptcy or dissolution of the General Partner;

          9.1.4 the sale or distribution of all or substantially all of the
               assets of the Partnership;

                                      -20-



          9.1.5 A Partner sells, assigns, Transfers, pledges or otherwise
               disposes of or encumbers, directly or indirectly, all or any part
               of its interest, except as permitted in this Agreement, or allows
               such sale, assignment, transfer, pledge, disposition or
               encumbrance to occur.

          9.1.6 the occurrence of any other event causing the dissolution of a
               limited partnership under the laws of the State of Delaware.

     9.2  Continuation. Upon the Bankruptcy, dissolution or removal of the
          General Partner, the business of the Partnership will be continued if
          within 90 calendar days the Limited Partner elects by written action
          to continue the business of the Partnership and designate one or more
          Persons to be a General Partner of the Partnership. If the business of
          the Partnership is continued, the interest of the General Partner will
          be converted to that of a limited partner. If the Limited Partner
          fails to continue the Partnership's business as provided in this
          Section 9.2, the Partnership will be liquidated under Section 9.4.

     9.3  Events Affecting a Limited Partner. The Bankruptcy, liquidation,
          dissolution, reorganization, merger, sale of substantially all the
          stock or assets of, or other change in the ownership or nature of the
          Limited Partner shall not dissolve the Partnership.

     9.4  Liquidation Procedures.

          9.4.1 Upon dissolution of the Partnership the General Partner or, if
               there is no General Partner, such Person or Persons as the
               Limited Partner shall designate as liquidating trustees shall
               commence immediately to wind up the affairs of the Partnership.
               The General Partner or such liquidating trustees shall use their
               best judgment as to when to dispose of the Partnership's assets
               or to make distributions in-kind in order to maximize the return
               to the Partners from such assets.

          9.4.2 The assets of the Partnership remaining after payment of the
               costs and expenses of winding up shall be applied in the
               following priority:

               (a)  To payment of the costs and expenses of the winding up,
                    liquidation and termination of the Partnership;

               (b)  to the creditors of the Partnership, other than Partners,
                    all amounts due them from the Partnership in the order of
                    priority established by law;

               (c)  to the Partners, all amounts due them in repayment of any
                    loans to the Partnership pursuant to Section 3.3;

               (d)  To the establishment of any reserves deemed appropriate by
                    the General Partner or liquidating trustees for any
                    liabilities or obliga-

                                      -21-



                    tions of the Partnership, which reserves will be held for
                    the purpose of paying liabilities or obligations and, at the
                    expiration of a period the General Partner or liquidating
                    trustees deems appropriate, will be distributed in the
                    manner provided in Section 9.4.2(e); and,

               (e)  To the payment to the Partners of the positive balances in
                    their respective Capital Accounts, pro rata, in proportion
                    to the positive balances in those Capital Accounts after
                    giving effect to all allocations and distributions under
                    Article 4 for all prior periods, including the period during
                    which the process of liquidation occurs.

               If the General Partner or the liquidating trustees, in their sole
               discretion, deem it not feasible or desirable to liquidate to
               each Partner its allocable share of each asset to be distributed
               in-kind, the General Partner or the liquidating trustees may
               allocate and distribute specific assets to one or more Partners
               as the General Partner or the liquidating trustees shall
               reasonably determine to be fair and equitable, taking into
               consideration, among other things, the value of the assets, the
               indebtedness secured by the assets and the tax consequences of
               the proposed distribution upon each of the Partners. Any
               distributions in-kind shall be subject to such conditions
               relating to the disposition and management thereof as the General
               Partner or the liquidating trustees deem reasonable and
               equitable.

     9.5  Termination. The Partnership shall terminate when all property owned
          by the Partnership has been disposed of, and any proceeds from the
          sale or other disposition of all of the Partnership property, after
          payment of or provision for all liabilities to creditors of the
          Partnership, has been distributed to the Partners.

     9.6  No Petition for Dissolution. The Partners agree that irreparable
          damage would be done to the goodwill and reputation of the Partnership
          if any Partner should bring an action in any court to dissolve the
          Partnership and to have a liquidator or receiver for the Partnership
          appointed. Care has been taken in this Agreement to provide what the
          parties feel is fair and just payment in liquidation of the interest
          of all Partners. Accordingly, each Partner hereby waives and renounces
          its right to file or pursue any such petition for dissolution of the
          Partnership or the partition of any Partnership property, or to seek
          the appointment by any court of a liquidator or receiver for the
          Partnership.

     9.7  Compliance with Timing Requirements of Treasury Regulations.
          Notwithstanding anything in this Article 9 to the contrary, in the
          event the Partnership is "liquidated" within the meaning of
          Regulations Section 1.704l(b)(2)(ii)(g), distributions will be made to
          the Partners who have positive

                                      -22-



          Capital Account balances pursuant to Section 9.4 in a manner that
          complies with Regulations Section 1.704-1(b)(2)(ii)(b)(2). However, a
          liquidation occurring as a result of a Partnership termination, as
          defined in Section 708(b)(1)(B) of the Code, will not require an
          actual distribution of Partnership assets, but will instead be treated
          as a constructive liquidation and reformation in the manner described
          in Regulations Section 1.708-1(b)(1)(iv).

                                   ARTICLE 10.

                        FINANCIAL ACCOUNTING AND REPORTS

     10.1 Financial and Tax Accounting and Reports. The tax returns of the
          Partnership shall be filed on an accrual basis. The General Partner
          shall cause the Partnership's tax returns to be prepared and a
          Schedule K-1 or any successor form to be prepared and delivered in a
          timely manner to each of the Partners. In the event of an income tax
          audit of the Partnership or any judicial or administrative proceeding
          in connection with the income tax returns of the Partnership, the Tax
          Matters Partner shall be authorized to act for and, to the extent
          provided by the Code, its decision shall be binding upon the
          Partnership and the Partners. The books and records of the Partnership
          shall be kept in accordance with generally accepted accounting
          principles.

     10.2 Valuation. The valuation of the assets of the Partnership for the
          purpose of valuing distributions in-kind made pursuant to Section 4.5
          or Section 9.4 of this Agreement and for any other purpose shall be
          the fair market value as determined by the General Partner in good
          faith, and such determination will be binding on the Partners.

     10.3 Supervision; Inspection of Books. Proper and complete books of account
          of the business of the Partnership shall be kept under the supervision
          of the General Partner at the principal place of business of the
          Partnership. Such books shall be open to inspection by the Limited
          Partner, or its accredited representatives, at any reasonable time
          during normal business hours.

     10.4 Quarterly Reports. The General Partner shall transmit to the Limited
          Partner within thirty (30) days after the close of each quarter, or as
          soon as practicable thereafter, summary financial information of the
          Partnership prepared in accordance with the accrual method of
          accounting from its books without audit and subject to year-end
          adjustments.

     10.5 Annual Report; Financial Statements. The General Partner shall
          transmit to the Limited Partners within one hundred twenty (120) days
          after the close of each Fiscal Year, or as soon as practicable
          thereafter, financial statements of the Partnership prepared in
          accordance with the accrual method of accounting, including an income
          statement for the year then ended, a balance sheet as of the end of
          such year, and a statement of changes in the Partners'

                                      -23-



          Capital Accounts. If the General Partner, in its sole discretion,
          determines that audited financial reports are appropriate, then the
          financial statements shall be audited by an independent public
          accounting firm selected by the General Partner.

     10.6 Consent is Lieu of Meeting. Any action which may be taken by the
          Partners at a meeting may be effected through the execution of written
          consents by the requisite Partnership Percentage of the Partners.

     10.7 Withholding. Notwithstanding any provision in this Agreement to the
          contrary, the General Partner may withhold from any distribution or
          amount due to the Limited Partner any amounts required to be withheld
          pursuant to any applicable federal, state, or local tax requirements,
          with such withheld amount treated as if it was distributed to the
          Limited Partner. The determination of the General Partner as to the
          necessity of such withholding shall be binding upon the limited
          Partner.

                                   ARTICLE 11.

                                OTHER PROVISIONS

     11.1 Execution and Filing of Documents. The General Partner and the Limited
          Partner (or the General Partner as the limited Partner's
          attorney-in-fact) shall execute and file such certificates and other
          documents as may be required by the Act and other applicable laws. The
          General Partner shall cause the Partnership to be qualified, formed,
          reformed or registered under the limited partnership laws, assumed or
          fictitious name statutes or similar laws in any jurisdiction in which
          the Partnership owns property or transacts business if such
          qualification, formation, reformation or registration is necessary in
          order to protect the limited liability of the Limited Partner or to
          permit the Partnership lawfully to own property or transact business
          as a limited partnership. The General Partner shall execute, file and
          publish all such certificates, notices, statements or other
          instruments appropriate to conduct the business of the Partnership and
          to maintain the limited liability of the Limited Partner.

     112  Other Instruments and Acts. The Partners agree to execute any other
          instruments or perform any other acts that are or may be necessary to
          effectuate and carry on the Partnership created by this Agreement.

     11.3 Binding Agreement. This Agreement shall be binding upon and inure to
          the benefit of the permitted transferees, successors, assigns, and
          legal representatives of the Partners.

                                      -24-



     11.4 Governing Law. This Agreement shall be governed by and construed under
          the laws of the State of Delaware, without giving effect to the
          principles of conflict of laws.

     11.5 Notices. Any notice or other communication that one Partner desires to
          give to another Partner or the Partnership or that the Partnership
          desires to give to a Partner shall be in writing, and shall be deemed
          effectively given upon (i) personal delivery, (ii) transmission by
          facsimile or (iii) the third business day following deposit in any
          United States mail box, by registered or certified mail, postage
          prepaid, addressed, in the case of a Partner, to the Partner at the
          address shown on the books and records of the Partnership or at such
          other address as a Partner may designate by fifteen (15) days' advance
          notice to the other Partners and, in the case of the Partnership, to
          its principal office designated in Section 2.4.

     11.6 Power of Attorney. The limited Partner appoints the General Partner
          its attorney-in-fact, with full power of substitution and
          re-substitution, to execute in the Partner's name and deliver:

               (a)  A Partnership Certificate and any amendments to the
                    Partnership Certificate that the General Partner deems
                    appropriate;

               (b)  Any instrument that the General Partner deems appropriate in
                    order to qualify the Partnership to do business in any
                    jurisdiction and any other instrument relating to the
                    qualification or registration of the Partnership or the use
                    of an assumed or fictitious name that the General Partner
                    deems appropriate;

               (c)  All certificates and other instruments that may be
                    appropriate to effect the dissolution and termination of the
                    Partnership under Article 9;

               (d)  All reports, forms and schedules that the General Partner
                    determines appropriate to file with any governmental body in
                    connection with any Partnership activity;

               (e)  Any amendment to this Agreement appropriate to reflect the
                    Transfer of a Partnership interest permitted by this
                    Agreement, or the admission to, or withdrawal from, the
                    Partnership of a Partner permitted by this Agreement, the
                    conversion of a General Partner interest into a Limited
                    Partner interest as provided in this Agreement or any
                    Capital Contribution permitted by this Agreement; and,

               (f)  Any amendment to this Agreement authorized under Section
                    11.7.

                                      -25-



          The power of attorney granted under this Section 11.6 is coupled with
          an interest and is irrevocable and will survive the death,
          dissolution, bankruptcy and withdrawal from the Partnership of any
          Partner or the Transfer of its Partnership interest.

     11.7 Amendment.

          11.7.1 Except for such amendments as result from the operation of the
               various provisions of this Agreement, this Agreement may be
               amended only with the written consent of the Limited Partner and
               the General Partner.

          11.7.2 The General Partner, acting alone, may make ministerial changes
               in the Partnership Agreement for the purpose of correcting errors
               and inconsistencies and to comply with federal, state and local
               rules, regulations and laws, provided that the liability of the
               Limited Partner for Partnership debts shall not be increased by
               such amendment nor shall the right of the limited Partner to
               Partnership allocations or distributions be adversely affected
               thereby.

     11.8 Entire Agreement. This Agreement shall constitute the entire agreement
          of the Partners and supersede all prior agreements between the
          Partners with respect to the Partnership.

     11.9 Titles; Subtitles. The titles and subtitles used in this Agreement are
          used for convenience only and shall not be considered in the
          interpretation of this Agreement.

     11.10 Exculpation. Neither the General Partner, nor any of its officers,
          directors, employees, agents, or Affiliates, shall be liable to the
          Limited Partner or the Partnership for any action taken or failure to
          act on behalf of the Partnership within the scope of authority
          conferred on the General Partner by this Agreement, or by law, or done
          in reliance in good faith on the opinion of legal counsel, except in
          the case of (i) its willful breach of a material provision of the Act
          or this Agreement; (ii) the breach of its fiduciary responsibilities
          to the Partnership or the Limited Partner; or, (iii) its gross
          negligence in connection with the business and affairs of the
          Partnership.

     11.11 Indemnification of the General Partner. The Partnership, to the
          extent of its assets legally available for that purpose, will
          indemnify and hold harmless the General Partner and any partner,
          shareholder, director, officer, agent, affiliate and professional or
          other advisor of the General Partner (collectively, the "Indemnified
          Persons"), from and against any and all loss, damage, expense
          (including without limitation reasonable fees and expenses of
          attorneys and other advisors and any court costs incurred by any
          Indemnified Person) or liability by reason of anything any Indemnified
          Person does or refrains from

                                      -26-



          doing for, or in connection with the business or affairs of the
          Partnership, except to the extent that the loss, damage, expense or
          liability results from (a) the Indemnified Person's gross negligence,
          willful misconduct or knowing violation of law, or (b) the Indemnified
          Person's breach of any fiduciary responsibilities to the Partnership
          or the Limited Partner. These indemnification rights are in addition
          to any rights the Indemnified Persons may have against third parties.

          Notwithstanding anything in this Agreement to the contrary, no Partner
          shall be obligated to contribute any amount to the Partnership in
          order to satisfy the Partnership's indemnification obligations under
          this Section 11.11, such obligations being limited at all times to the
          assets of the Partnership.

     11.12 Limitation of Liability of the Limited Partners. No Limited Partner
          shall be bound by, or be personally liable for, the expenses,
          liabilities, or obligations of the Partnership in excess of its
          Capital Contributions to the Partnership plus such additional amounts
          determined pursuant to Section 5.5.

     11.13 Ambiguities. The General Partner shall have full power and authority
          to resolve questions of interpretation and construction arising under
          this Agreement, and its resolution of such ambiguities or questions
          shall be final and binding on the Partnership and all of its Partners
          and their permitted transferees, successors, assigns and legal
          representatives.

     11.14 No Right to Partition. Each Partner hereby irrevocably waives any and
          all rights that it may have to maintain or institute an action for
          partition of the Partnership assets.

     IN WITNESS WHEREOF, the Partners have executed this Agreement as of the
date first above written.

                                                     GENERAL PARTNER:

                                                     CHAPARRAL STEEL TEXAS, INC.


                                                     By: /s/ Larry L. Clark
                                                         -----------------------
                                                         Its:
                                                             -------------------


                                                     LIMITED PARTNER:

                                                     CHAPARRAL STEEL TRUST


                                                     By: /s/ Larry L. Clark
                                                         -----------------------
                                                         Its:
                                                             -------------------

                                      -27-

EX-3.79

                                                                    Exhibit 3.79

                            ARTICLES OF INCORPORATION

                                       OF

                             TEXAS DRY CONCRETE CO.

     We, the undersigned natural persons of the age of twenty-one years or more,
at least two of whom are citizens of the State of Texas, acting as incorporators
of a corporation under the Texas Business Corporation Act, do hereby adopt the
following Articles of In-corporation for such Corporation:

                                   ARTICLE ONE

     The name of this Corporation is TEXAS DRY CONCRETE CO.

                                   ARTICLE TWO

     The period of duration of this Corporation shall be perpetual.

                                  ARTICLE THREE

     The purposes for which this Corporation is organized are as follows: to
transact any manufacturing or mining business and to purchase and sell goods,
wares and merchandise used for such business; to engage in the business of
producing, mining, manufacturing, buying and selling of building materials of
all kinds; to establish and maintain an oil business with authority to contract
for the lease and purchase of the right to prospect for, develop and use coal
and other minerals, petroleum and gas; also the right to erect, build and own
all necessary oil tanks, cars and pipes necessary for the operation of the
business of the same; to establish and maintain a drilling business with
authority to own and operate drilling rigs, machinery, tools and apparatus
necessary in the boring or otherwise sinking of wells in the production of oil,
gas or water, or either; to purchase and sell goods, wares and merchandise and
agricultural and farm products; to contract for the erection, construction or
repair of any building, structure or improvement, public or private, and erect,



construct or repair same or any part thereof, and to acquire, own, and prepare
for use, any materials for such purposes; to render general and special services
and advice; and to do all things as may be necessary or convenient in carrying
out any and all of the foregoing purposes.

                                  ARTICLE FOUR

     The aggregate number of shares which this Corporation shall have authority
to issue is One Thousand (1,000) shares of Common Stock of a par value of One
Dollar ($1.00) per share.

                                  ARTICLE FIVE

     This Corporation will not commence business until it has received for the
issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00), consisting of money, labor done, or property actually received,
which sum shall be at least equal to ten per cent (l0%) of the total
capitalizatian of said Corporation.

                                   ARTICLE SIX

     The power to alter, amend or repeal the by-laws, or to adopt new by-laws,
of this Corporation is hereby delegated to the Board of Directors, provided that
such delegated power is subject to the ultimate control by the shareholders.

                                  ARTICLE SEVEN

     The post office address of the initial registered office of this
Corporation is 400 First National Bank Building, Dallas, Texas, and the name of
the initial registered agent of this Corporation at such address is Ralph B.
Rogers.

                                 ARTICLE EIGHT

     The number of directors constituting the initial board of directors of this
Corporation is three (3). The number of directors of this Corporation may be
changed by amendment of the by-laws of the Corporation from time to time, but
such number shall not be less than three (3). The names and addresses of the
persons who are to serve as directors until the first annual meeting of the
shareholders

                                      -2-



or until their successors are elected and qualified are:

         Name                                 Post Office Address
         ----                                 -------------------
Ralph B. Rogers                 400 First National Bank Building, Dallas,
                                Texas

Russell E. Kibbe, Jr.           400 First National Bank Building, Dallas,
                                Texas

Harold B. Pressley, Jr.         1900 Republic National Bank Building, Dallas,
                                Texas

                                  ARTICLE NINE

     The names and addresses of the incorporators are:

         Name                                 Post Office Address
         ----                                 -------------------
Ralph B. Rogers                 400 First National Bank Building, Dallas,
                                Texas

Russell E. Kibbe, Jr.           400 First National Bank Building, Dallas,
                                Texas

Harold B. Pressley, Jr.         1900 Republic National Bank Building, Dallas,
                                Texas

     IN WITNESS WHEREOF, we have hereunto set our hands, this 18th day of July,
1956.


                                                /s/ Ralph B. Rogers
                                                --------------------------------


                                                /s/ Russell E. Kibbe, Jr.
                                                --------------------------------


                                                /s/ Harold B. Pressley, Jr.
                                                --------------------------------

THE STATE OF TEXAS      )
                        )
COUNTY OF DALLAS        )

     I,____________________ a Notary Public, do hereby certify that on this 18
day of July, 1956, personally appeared before me Ralph B. Rogers, Russell E.
Kibbe, Jr., and Harold B. Pressley, Jr., who each being by me first duly sworn,
severally declared that they are the persons who signed the foregoing document
as incorporators, and that the statements therein contained are true.


                                                /s/ Illegible
                                                --------------------------------
                                                Notary Public

                                      -3-

EX-3.80

                                                                    Exhibit 3.80

                              ARTICLES OF AMENDMENT
                               BY THE SHAREHOLDERS
                                     TO THE
                            ARTICLES OF INCORPORATION
                            OF TEXAS DRY CONCRETE CO.

                                                    ----------------------------
                                                     Filed in the office of the
                                                     Secretary of State of Texas
                                                    This 21 day of January, 1969
                                                              Illegible
                                                    ----------------------------

                                      * * *

     Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation which changes the name of the
corporation:

     ARTICLE ONE. The name of the corporation is TEXAS DRY CONCRETE CO.

     ARTICLE TWO. The following amendment to the Articles of Incorporation was
adopted by the shareholders on January 6, 1969.

          Article One of the Articles of Incorporation is hereby amended so as
     to read as follows:

          The name of this Corporation is SOUTHERN NO-JOINT PIPE COMPANY.

     ARTICLE THREE. The number of shares of the corporation outstanding at the
time of such adoption was 1,000; and the number of shares entitled to vote
thereon was 1,000.

     ARTICLE FOUR. The holders of all of the shares outstanding and entitled to
vote on said amendment have signed a consent in writing adopting said amendment.

     DATED: January 6, 1969.

                                               TEXAS DRY CONCRETE CO.


                                               By /s/ Robert D. Rogers
                                                  ------------------------------
                                                       ROBERT D. ROGERS
                                                      Its Vice President


                                               and /s/ Robert C. Moore
                                                   -----------------------------
                                                       ROBERT C. MOORE
                                                    Its Assistant Secretary

STATE OF TEXAS          )

COUNTY OF DALLAS        )

     I, C. Joyce Covin, a Notary Public, do hereby certify that on this 15th
day of January, 1969, personally appeared



before me ROBERT D. ROGERS, who declared he is Vice President of the corporation
executing the foregoing document, and being first duly sworn, acknowledged that
he signed the foregoing documents in the capacity therein set forth and declared
that the statements therein contained are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.


                                                      /s/ Joyce Covin
                                               ---------------------------------
                                                       Notary Public

EX-3.81

                                                                    Exhibit 3.81

                                     BY-LAWS

                                       OF

                             TEXAS DRY CONCRETE CO.

                                   ----------

     1. All meetings of the shareholders and directors shall be held in the City
of Dallas, State of Texas, at such other place as the shareholders or directors,
as the case may be, shall agree to.

     2. The shareholders shall hold an annual meeting on the second Tuesday of
September at 2:00 o'clock P.M. of each year for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting.

     3. The shareholders may hold a special meeting at any time on the call of
the president, the board of directors, or by the holders of not less than
one-tenth of all shares entitled to vote at the meeting.

     4. Written notice of each meeting of the shareholders, stating the purpose
or purposes of such meeting, must be mailed to the last known post office
address of each shareholders not less than ten (10) nor more than fifty (50)
days before the date of the meeting, or each shareholder must waive notice of
the meeting.

     5. At each meeting of the shareholders; each shareholder entitled to vote
thereat shall he entitled to one vote for each outstanding share held by such
shareholder. A shareholder may vote either in person or by proxy. All questions
coming before such meetings, except as otherwise provided by statute or by these
by-laws, shall be determined by the vote of a majority in interact of the
shareholders present



or represented. The holders of a majority of the shares entitled to vote
represented in person or by proxy shall constitute a quorum for the transaction
of business.

     6. Any action required by statute to be taken at a meeting of the
shareholders or any action which may be taken at a meeting of the shareholders
may be taken without a meeting if a consent in writing setting forth the action
so taken shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof.

     7. The corporate powers of this corporation shall be exercised and its
business, property and interest shall be conducted and controlled by the board
of directors, which may exercise all such powers of the corporation and do all
such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised and done
by the shareholders.

     8. The number of directors of this corporation shall be not less than three
(3) nor more than seven (7). The present board shall consist of 3 directors, and
hereafter, within the foregoing limitation, the number of directors shall be
determined by resolutions of the board of directors or of the shareholders. Any
and each director shall be subject to removal at any time by the vote of the
holders of the majority of the outstanding shares of this corporation. Any
vacancy occurring in the board of directors may be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum of the
board of directors. A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office. Any directorship to be filled
by reason of an increase in the number of



directors shall be filled by election at an annual or at a special meeting of
the shareholders called for that purpose.

     9. The board of directors shall hold one regular meeting each year without
notice immediately following the annual meeting of shareholders. Special
meetings of the board of directors may be called by the president and shall be
called on the request of any two directors. Written notice of each special
meeting of the board of directors must be mailed to the last known post office
address of each director at least three (3) days prior to the meeting, or each
director must waive notice of the meeting. Attendance of a director at a
directors' meeting shall constitute a waiver of notice of such meeting except
where a director attends a meeting for the purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

     10. A majority of the directors shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the board of
directors.

     11. The board of directors shall have the power to delegate any of its
powers in relation to the ordinary business of this corporation to any officer
or agent upon such terms as it may think fit.

     12. The officers of this corporation shall consist of a president, one or
more vice-presidents, a secretary, and a treasurer, and such additional officers
as the directors may determine, each of whom shall be elected by the board of
directors. Any two or more offices may be held by the same person except that
the president and secretary shall not be the same person.



     13. Subject to special determination of duties by the board of directors,
each officer of this corporation shall exercise the powers and perform the
duties usually appertaining to his office.

     14. Any officer or agent of this corporation elected or appointed by the
board of directors may be removed by the board of directors or the holders of
the majority of the outstanding shares of this corporation whenever in their
judgment the best interests of this corporation will be served thereby. Any
vacancy occurring in any office of this corporation by death, resignation,
removal, or otherwise, shall be filled by the board of directors.

     15. The board of directors shall determine the form of stock certificate
to be issued by this corporation and shall cause one or more certificates under
the seal of the corporation to be signed by the president or a vice-president
and the treasurer or secretary, and to be issued to each shareholder certifying
the number of shares owned by such shareholder.

     16. The shares of stock of this corporation shall be transferable only upon
its books by the holders thereof, in person, or by their duly authorized
attorneys or legal representatives, and upon such transfer, the old certificates
shall be surrendered to the corporation by delivery thereof to the person in
charge of the stock and transfer books and ledgers, or to such other person as
the directors may designate, by whom such certificates shall be cancelled and
new certificates shall thereupon be issued. A record shall be made of each
transfer.

     17. Whenever any notice is required by these by-laws to be given, it shall
be in writing and delivered in person or mailed to



the directors or shareholders at their addresses appearing on the books of the
corporation. Notice by mail shall be deemed to be given at the time when the
same shall be mailed. Any notice required to be given under the provisions of
statute or of the articles of incorporation or of these by-laws may be waived by
the person entitled thereto.

     18. The corporate seal of this corporation shall have inscribed thereon the
name of the corporation. It may be used by causing it or a facsimile thereof to
be impressed or affixed or in any other manner reproduced.

     19. These by-laws may be altered, amended or repealed in whole or in part
at any regular or special meeting of the board of directors or the shareholders.

EX-5.1

                                                                     EXHIBIT 5.1

                       [Thompson & Knight LLP Letterhead]

                                 June 26, 2003

Texas Industries, Inc.
1341 West Mockingbird Lane, Suite 700W
Dallas, Texas 75247

Dear Sirs:

     We have acted as special counsel for Texas Industries, Inc., a Delaware
corporation (the "COMPANY"), in connection with the Company's offer (the
"EXCHANGE OFFER") to exchange its 10.25% Senior Notes due 2011 to be registered
under the Securities Act of 1933 (the "EXCHANGE NOTES") for any and all of its
outstanding 10.25% Senior Notes due 2011 (the "OUTSTANDING NOTES"). The
Outstanding Notes are, and the Exchange Notes will be, fully and unconditionally
guaranteed (the "SUBSIDIARY GUARANTEES," and together with the Exchange Notes,
the "SECURITIES") on a joint and several basis by Athens Brick Company,
Brookhollow Corporation, Chaparral Steel Company, Chaparral Steel Holdings,
Inc., Chaparral Steel Texas, Inc., Chaparral (Virginia) Inc., Creole
Corporation, Riverside Cement Holdings Company, Texas Industries Holdings, Inc.,
TXI California Inc., TXI Cement Company, TXI Corp., and TXI Riverside Inc., each
a Delaware corporation; Chaparral Steel Trust, Texas Industries Trust, TXI
Operating Trust, each a Delaware statutory trust; TXI Operations, LP, TXI Star
Recycling, LP and Chaparral Steel Midlothian, LP, each a Delaware limited
partnership; Pacific Custom Materials, Inc. and Partin Limestone Products, Inc.,
each a California corporation; Riverside Cement Company, a California general
partnership; Brook Hollow Properties, Inc., Southwestern Financial Corporation,
TXI Aviation, Inc., TXI Power Company and TXI Transportation Company, each a
Texas corporation, Brookhollow of Alexandria, Inc., a Louisiana corporation and
Brookhollow of Virginia, Inc., a Virginia corporation (collectively, the
"INITIAL SUBSIDIARY Guarantors"). The Outstanding Notes have been, and the
Exchange Notes will be, issued pursuant to an Indenture dated as of June 6, 2003
(the "INDENTURE"), among the Company, the Initial Subsidiary Guarantors and
Wells Fargo Bank, National Association, as Trustee.

     In connection with such matters, we have examined the Indenture (including
the Subsidiary Guarantees contained therein), the registration statement on Form
S-4 filed by the Company and the Initial Subsidiary Guarantors with the
Securities and Exchange Commission for the registration of the Securities under
the Securities Act of 1933 (the registration statement, as amended at the time
it becomes effective, being referred to as the "REGISTRATION STATEMENT") and
such corporate or partnership records of the Company and the Initial Subsidiary
Guarantors, certificates of officials of the Company, the Initial Subsidiary
Guarantors and public officials and such other documents as we have deemed
necessary or appropriate for the purpose of this opinion. We have assumed the
genuineness of all signatures, the authenticity of all documents



Texas Industries, Inc.
June 26, 2003
Page 2

submitted to us as originals, the conformity to authentic original documents of
all copies submitted to us as conformed and certified or reproduced copies.

     Based upon the foregoing, subject to the qualifications hereinafter set
forth, and having regard for such legal considerations as we deem relevant, we
are of the opinion that the Securities proposed to be issued pursuant to the
Exchange Offer have been duly authorized for issuance and, subject to the
Registration Statement becoming effective under the Securities Act of 1933, and
to compliance with any applicable state securities laws, when issued and
delivered in accordance with the Exchange Offer and the Indenture, (i) the
Exchange Notes will constitute valid and legally binding obligations of the
Company, entitled to the benefits of the Indenture and the Subsidiary Guarantees
contained therein, and (ii) the Subsidiary Guarantees will constitute valid and
legally binding obligations of the Initial Subsidiary Guarantors.

     The opinions expressed above are limited by, subject to and based on the
assumptions, limitations and qualifications set forth below:

     (a) The validity and binding effect of the Exchange Notes and the
Subsidiary Guarantees may be limited or affected by bankruptcy, reorganization,
insolvency, fraudulent conveyance, moratorium or other similar laws relating to
or affecting creditors' rights generally and by general equitable principles
(regardless of whether such validity and binding effect are considered in a
proceeding in equity or at law).

     (b) This opinion is limited in all respects to the laws of the State of
Texas, the federal laws of the United States, and, only as to the enforceability
of the Exchange Notes and the Subsidiary Guarantees, the laws of the State of
New York.

     We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
and the rules and regulations of the Securities and Exchange Commission
thereunder.

                                        Sincerely,

                                        /s/ THOMPSON & KNIGHT LLP

EX-12.1

                                                                    EXHIBIT 12.1

                       Ratio of Earnings to Fixed Charges



Fixed Charges
                                                                                                                           Pro Forma
(In thousands)                                                                 Fiscal Years Ended May 31,                      FY
                                                                     1998     1999      2000      2001      2002     2003     2003
                                                                   -----------------------------------------------------------------
                                                                                                        
Interest Expense                                                    20,088   10,216    30,220    34,376    38,334   31,083   56,449
Interest Capitalized                                                 4,626   23,230    12,705    15,601         -        -        -
Net amortization of debt discount, premium and issuance expense        372    1,094     2,523     2,685     4,346    3,802    3,802
Interest portion of rent expense                                     6,650    6,200     7,279     9,585     8,687    7,848    7,848
Preferred stock dividends                                                -   10,878    11,000    11,000    11,000   10,997   10,997
                                                                   -----------------------------------------------------------------
  Total Fixed Charges                                               31,736   51,619    63,727    73,247    62,367   53,730   79,096

Interest expense                                                    20,088   10,216    30,220    34,376    38,334   31,083   56,449

Net amortization of debt discount, premium and issuance expense        372    1,094     2,523     2,685     4,346    3,802    3,802

Lease payments                                                      22,200   20,700    24,300    32,000    29,000   26,200   26,200
Interest Factor                                                         30%      30%       30%       30%     30.0%    30.0%      30%
Interest portion of rent expense                                     6,650    6,200     7,279     9,585     8,687    7,848    7,848

Preferred stock dividends                                                -   10,878    11,000    11,000    11,000   10,997   10,997



Earnings
                                                                                                                          Pro Forma
(In thousands)                                                                 Fiscal Years Ended May 31,                    FY
                                                                     1998     1999       2000     2001      2002     2003     2002
                                                                   -----------------------------------------------------------------
Pretax income (loss from continuing operations)                    159,590  144,097   114,974    48,571    83,550  (29,394) (29,394)

Fixed Charges                                                       31,736   51,619    63,727    73,247    62,367   53,730   79,096
Less: Interest capitalized during period                            (4,626) (23,230)  (12,705)  (15,601)        0        0        0
      Preferred stock dividends                                          -  (10,878)  (11,000)  (11,000)  (11,000) (10,997) (10,997)

Amortization of capitalized interest                                     -        -     1,424     1,708     2,808    2,808    2,808
                                                                   -----------------------------------------------------------------
  Total Earnings                                                   186,700  161,607   156,419    96,926   137,725   16,147   41,513

Ratio of earnings to fixed charges                                    5.88     3.13      2.45      1.32      2.21     0.30
Pro forma ratio of earnings to fixed charges                                                                                   0.52

% Change Actual to Pro Forma                                                                                                     75%

Deficiency of earnings to cover fixed charges                                                                       37,583   37,583


                                     Page 1

EX-23.1

Exhibit 23.1

Consent of Independent Auditors

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated July 14, 2003 in Amendment No. 1 to the Registration Statement (Form S-4) and related prospectus of Texas Industries, Inc. for the registration of $600,000,00 10 ¹/4% Senior Notes due 2011.

/s/ ERNST & YOUNG LLP

Ernst & Young LLP

Dallas, Texas

June 25, 2003

EX-99.1

                                                                    EXHIBIT 99.1

                             LETTER OF TRANSMITTAL

                             TEXAS INDUSTRIES, INC.

                       Offer For Any and All Outstanding
                         10 1/4% Senior Notes Due 2011
                                In Exchange For
                         10 1/4% Senior Notes Due 2011
          Which Have Been Registered Under The Securities Act of 1933
      Pursuant to the Prospectus Dated                             , 2003

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON                     , 2003, UNLESS THE OFFER IS EXTENDED. TENDERS MAY
BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

                 The Exchange Agent for the Exchange Offer is:

                             WELLS FARGO BANK, N.A.

                                                       
     Delivery by Registered       Facsimile Transmissions:         Overnight Delivery
       or Certified Mail:       (Eligible Institutions Only)        or Regular Mail:
Wells Fargo Bank Minnesota, N.A.       (612) 667-4929        Wells Fargo Bank Minnesota, N.A.
   Corporate Trust Operations     To Confirm by Telephone      Corporate Trust Operations
         MAC N9303-121            or for Information Call:        Sixth and Marquette
         P.O. Box 1517                 (800) 344-5128                MAC N9303-121
   Minneapolis, MN 55480-1517                                    Minneapolis, MN 55479



      DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

      The undersigned acknowledges that he or she has received the Prospectus,
dated, , 2003 (the "Prospectus"), of Texas Industries, Inc., a Delaware
corporation ("TXI"), and this Letter of Transmittal, which together constitute
TXI's offer (the "Exchange Offer") to exchange an aggregate principal amount of
up to $600,000,000 of 10 1/4% Senior Notes due 2011, which have been registered
under the Securities Act of 1933, as amended (the "Securities Act") (the
"Exchange Notes") for a like principal amount of the issued and outstanding 10
1/4% Senior Notes due 2011 (the "Notes") of TXI from the holders thereof.

      THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.

      Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus.

      This Letter of Transmittal is to be completed by the holders of Notes
either if Notes are to be forwarded herewith of if tenders of Notes are to be
made by book-entry transfer to an account maintained by Wells Fargo Bank, N.A.
(The "Exchange Agent") at The Depository Trust Company (the "Book-Entry Transfer
Facility" or "DTC") pursuant to the procedures set forth in the "The Exchange
Offer -- Exchange Offer Procedures" in the Prospectus.

      Holders of notes whose certificates (the "Certificates") for such Notes
are not immediately available or who cannot deliver their Certificates and all
other required documents to the Exchange Agent on or prior to the Expiration
Date (as defined in the Prospectus) or who cannot complete the procedures for
book-entry transfers on a timely basis, must tender their Notes according to the
guaranteed delivery procedures set forth in "The Exchange Offer -- Guaranteed
Delivery Procedures" in the Prospectus.

                                       1



- --------------------------------------------------------------------------------

      DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

                    NOTE: SIGNATURES MUST BE PROVIDED BELOW
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

      The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer:

- --------------------------------------------------------------------------------
                              DESCRIPTION OF NOTES
- --------------------------------------------------------------------------------
If Blank, Please Print Name and                      Notes
Address of Registered Holder(s)      (Attach Additional List if Necessary)
- --------------------------------------------------------------------------------
                                                             Principal Amount
                            Certificate Aggregate Principal of Notes Tendered
                            Number(s)*    Amount of Notes   (If Less than All)**

                            --------------------------------------------------
                            --------------------------------------------------
                            --------------------------------------------------
                            --------------------------------------------------
                            --------------------------------------------------
                            Total:

- --------------------------------------------------------------------------------

 * Need not be completed if Notes are being tendered by book-entry holders.
** Notes may be tendered in whole or in part in multiples of $1,000. All Notes
   held shall be deemed tendered unless a lesser number is specified in this
   column. See Instruction 4.
- --------------------------------------------------------------------------------

                                       2



- --------------------------------------------------------------------------------

           (BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

[_]  CHECK HERE IF TENDERED ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO
     THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE
     FOLLOWING:

Name of Tendering Institution

- --------------------------------------------------------------------------------
DTC Account Number

- --------------------------------------------------------------------------------
Transaction Code Number

- --------------------------------------------------------------------------------

[_]  CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
     TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
     DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING
     (SEE INSTRUCTION 1):

Name(s) of Registered Holder(s)

- --------------------------------------------------------------------------------
Window Ticket Number (if any)

- --------------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery

- --------------------------------------------------------------------------------
Name of Institution that Guaranteed Delivery

- --------------------------------------------------------------------------------

IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:

Name of Tendering Institution

- --------------------------------------------------------------------------------
DTC Account Number

- --------------------------------------------------------------------------------
Transaction Code Number

- --------------------------------------------------------------------------------

[_]  CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED NOTES ARE
     TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE

[_]  CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE NOTES FOR ITS OWN
     ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A
     "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF
     THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name

- --------------------------------------------------------------------------------
Address

- --------------------------------------------------------------------------------
                                       3



- --------------------------------------------------------------------------------

Ladies and Gentlemen:

      Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to TXI the above-described aggregate principal amount
of TXI's Notes in exchange for a like aggregate principal amount of TXI's
Exchange Notes which have been registered under the Securities Act upon the
terms and subject to the conditions set forth in the Prospectus dated
         , 2003 (as the same may be amended or supplemented from time to time,
the "Prospectus"), receipt of which is acknowledged, and in this Letter of
Transmittal (which, together with the Prospectus, constitute the "Exchange
Offer").

      Subject to and effective upon the acceptance for exchange of all or any
portion of the Notes tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to or upon the order of TXI all
right, title and interest in and to such Notes as is being tendered herewith.
The undersigned hereby irrevocably constitutes and appoints the Exchange Agent
as its agent and attorney-in-fact (with full knowledge that the Exchange Agent
is also acting as agent of TXI in connection with the Exchange Offer) with
respect to the tendered Notes, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest)
subject only to the right of withdrawal described in the Prospectus, to (i)
deliver Certificates for Notes to TXI together with all accompanying evidences
of transfer and authenticity to, or upon the order of, TXI, upon receipt by the
Exchange Agent, as the undersigned's agent, of the Exchange Notes to be issued
in exchange for such Notes, (ii) present Certificates for such Notes for
transfer, and to transfer the Notes on the books of TXI, and (iii) receive for
the account of TXI all benefits and otherwise exercise all rights of beneficial
ownership of such Notes, all in accordance with the terms and conditions of the
Exchange Offer.

      The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, sell, assign and transfer the
notes tendered hereby and that, when the same is accepted for exchange, TXI will
acquire good, marketable and unencumbered title thereto, free and clear of all
liens, restrictions, charges and encumbrances, and that the Notes tendered
hereby are not subject to any adverse claims or proxies. The undersigned will,
upon request, execute and deliver any additional documents deemed by TXI or the
exchange agent to be necessary or desirable to complete the exchange, assignment
and transfer of the notes tendered hereby, and the undersigned will comply with
its obligations under the Registration Rights Agreement.

      The name(s) and address(es) of the registered holder(s) of the Notes
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing such Notes. The
Certificate number(s) and the Notes that the undersigned wishes to tender should
be indicated in the appropriate boxes above.

      If any tendered Notes are not exchanged pursuant to the Exchange Offer for
any reason, or if Certificates are submitted for more Notes than are tendered or
accepted for exchange, Certificates for such nonexchanged or nontendered Notes
will be returned (or, in the case of Notes tendered by book-entry transfer, such
Notes will be credited to an account maintained at DTC), without expense to the
tendering holder, promptly following the expiration or termination of the
Exchange Offer.

      The undersigned understands that tenders of Notes pursuant to any one of
the procedures described in "The Exchange Offer -- Exchange Offer Procedures" in
the Prospectus and in the instructions attached hereto will, upon TXI's
acceptance for exchange of such tendered Notes, constitute a binding agreement
between the undersigned and TXI upon the terms and subject to the conditions of
the Exchange Offer. The undersigned recognizes that, under certain circumstances
set forth in the Prospectus, TXI may not be required to accept for exchange any
of the Notes tendered hereby.

      Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Notes, that such Exchange Notes be credited to the account indicated
above maintained at DTC. If applicable, substitute Certificates representing
Notes not exchanged or not accepted for exchange will be issued to the
undersigned or, in the case of a book-entry transfer of Notes,

                                       4



- --------------------------------------------------------------------------------

will be credited to the account indicated above maintained at DTC. Similarly,
unless otherwise indicated under "Special Delivery Instructions," please deliver
Exchange Notes to the undersigned at the address shown below the undersigned's
signature.

      By tendering Notes and executing this Letter of Transmittal, the
undersigned hereby represents and agrees that: (i) the undersigned is not an
"affiliate" of TXI, or if it is such an affiliate, that the Exchange Notes may
not be offered for resale, resold or otherwise transferred without registration
under and in compliance with the Prospectus delivery requirement of the
Securities Act or an exemption therefrom, (ii) any Exchange Notes to be received
by the undersigned are being acquired in the ordinary course of its business,
(iii) the undersigned is not engaging in and does not intend to engage in a
distribution (within the meaning of the Securities Act) of Exchange Notes to be
received in the Exchange Offer, (iv) the undersigned has no arrangement or
understanding with any person to participate in a distribution (within the
meaning of the Securities Act) of Exchange Notes to be received in the Exchange
Offer; (v) if the undersigned is not a broker-dealer, the undersigned is not
engaged in, and does not intend to engage in, a distribution (within the meaning
of the Securities Act) of such Exchange Notes, and (vi) the undersigned is not
acting on behalf of any person or entity which could not truthfully make the
above representations. By tending notes pursuant to the Exchange Offer and
executing this Letter of Transmittal, a holder of notes which is a broker-dealer
represents, and agrees, consistent with certain interpretative letters issued by
the staff of the Division of Corporate Finance of the Securities and Exchange
Commission to third parties, that (A) such Notes held by the broker-dealer are
held only as a nominee, or (B) such Notes were acquired by such broker-dealer
for its own account as a result of market-making activities or other trading
activities and it will deliver the Prospectus (as amended or supplemented from
time to time) meeting the requirements of the Securities Act in connection with
any resale of such Exchange Notes (provided that, by so acknowledging and by
delivering a Prospectus, such broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act).

      TXI has agreed that, subject to the provisions of the Registration Rights
Agreement, the Prospectus, as it may be amended or supplemented from time to
time, may be used by a participating broker-dealer (as defined below) in
connection with resales of Exchange Notes received in exchange for Notes, where
such Notes were acquired by such participating broker-dealer for its own account
as a result of market-making activities or other trading activities, for a
period ending on the earlier of (i) 180 days after the exchange offer
registration statement is declared effective or (ii) the date on which a
broker-dealer is no longer required to deliver a Prospectus in connection with
market-making or other trading activities. In that regard, each broker-dealer
who acquired Notes for its own account as a result of market-making or other
trading activities (a "Participating Broker-Dealer"), by tendering such Notes
and executing this Letter of Transmittal, agrees that, upon receipt of notice
from TXI of the occurrence of any event or the discovery of any fact which makes
any statement contained or incorporated by reference in the Prospectus untrue in
any material respect or which causes the Prospectus to omit to state a material
fact necessary to make the statements contained or incorporated by reference
therein, in light of the circumstances under which they were made, not
misleading or of the occurrence of certain other events specified in the
registration rights agreement, such Participating Broker-Dealer will suspend the
sale of Exchange Notes pursuant to the Prospectus until TXI has amended or
supplemented the Prospectus to correct such misstatement or omission and has
furnished copies of the amended or supplemented Prospectus to the Participating
Broker-Dealer or TXI has given notice that the sale of Exchange Notes may be
resumed, and the case may be. If TXI gives such notice to suspend the sale of
Exchange Notes, is shall extend the 180-day or shorter period preferred to above
during which Participating Broker-Dealers are entitled to use the Prospectus in
connection with the resale of Exchange Notes by the number of days during the
period from and including the date of the giving of such notice to and including
the date when Participating Broker-Dealers shall have received copies of the
supplemented or amended Prospectus necessary to permit resales of Exchange Notes
or to and including the date on which TXI has given notice that the sale of
Exchange Notes may be resumed, as the case may be.

      Holders of Notes whose Notes are accepted for exchange will not receive
accrued interest on such Notes for any period from and after the last Interest
Payment Date to which interest has bee paid or duly provided for on such Notes
prior to the original issue date of the Exchange Notes or, if no such interest
has been paid or duly provided for, will not receive any accrued interest on
such Notes, and the

                                       5



- --------------------------------------------------------------------------------

undersigned waives the right to receive any such interest on such Notes accrued
from and after such Interest Payment Date or, if no such interest has been paid
or duly provided for, from and after June 6, 2003. The Exchange Notes will bear
interest from the most recent Interest Payment Date to which interest has been
paid on the Notes or, if no interest has been paid, from June 6, 2003.

      The undersigned will, upon request, execute and deliver any additional
documents deemed by TXI to be necessary or desirable to complete the sale,
assignment and transfer of the Notes tendered hereby. All authority herein
conferred or agreed to be conferred in this Letter of Transmittal shall survive
the death or incapacity of the undersigned and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, legal representatives, successors and
assigns of the undersigned. Except as stated in the Prospectus, this tender is
irrevocable.

      The undersigned, by completing the box entitled "description of notes"
above and signing this letter, will be deemed to have tendered the notes as set
forth in such box.

                         SPECIAL ISSUANCE INSTRUCTIONS
              (SIGNATURE GUARANTEE REQUIRED -- SEE INSTRUCTION 2)

     To be completed ONLY if Exchange Notes or Notes not tendered are to be
issued in the name of someone other than the registered holder of the Notes
whose name(s) appear(s) above.

[_]  Notes not tendered to:

[_]  Exchange Notes to:

Name
     --------------------------------------------------------------------------
                                 (Please Print)

Address
         ----------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               (Include Zip Code)

- --------------------------------------------------------------------------------
                 (Tax Identification or Social Security Number)

                          SPECIAL DELIVERY INSTRUCTIONS
               (SIGNATURE GUARANTEE REQUIRED -- SEE INSTRUCTION 2)

     To be completed ONLY if Exchange Notes or Notes not tendered are to be sent
to someone other than the registered holder of the Notes whose name(s) appear(s)
above, or such registered holder at an address other than that shown above.

[_]  Notes not tendered to:

[_]  Exchange Notes to:

Name
     --------------------------------------------------------------------------
                                 (Please Print)

Address
         ----------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               (Include Zip Code)

                                       6



- --------------------------------------------------------------------------------

                                   IMPORTANT
                               HOLDERS: SIGN HERE
                  (PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                           Signature(s) of holder(s)

Dated:
        ------------------------------

      (Must be signed by the registered holder(s) exactly as name(s) appear(s)
on Certificate(s) for the Notes hereby tendered or on a security position
listing or by person(s) authorized to become registered holder(s) by
certificates and documents transmitted herewith. If signature is by trustee,
executor, administrator, guardian, attorney-in-fact, officer of corporation or
other person acting in a fiduciary or representative capacity, please provide
the following information and see Instruction 2 below.)

Name(s):

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                 (Please Print)

Capacity (Full Title):
                         ------------------------------------------------------
Address:
         ----------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               (Include Zip Code)

Area Code and Telephone Number:
                                 ----------------------------------------------

                        (SEE SUBSTITUTE FORM W-9 HEREIN)

                                       7



- --------------------------------------------------------------------------------

                           GUARANTEE OF SIGNATURE(S)
                           (SEE INSTRUCTION 2 BELOW)

Authorized Signature:

- --------------------------------------------------------------------------------

Name:
- --------------------------------------------------------------------------------
                             (Please Type or Print)

Title:
- --------------------------------------------------------------------------------

Name of Firm:
- --------------------------------------------------------------------------------

Address:
- --------------------------------------------------------------------------------
                               (Include Zip Code)

Area Code and Telephone Number:
- --------------------------------------------------------------------------------

Date:
- ------------------------------

                                       8



- --------------------------------------------------------------------------------

                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

      1. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed either if (a)
Certificates are to be forwarded herewith or (b) tenders are to be made pursuant
to the procedures for tender by book-entry transfer set forth in "The Exchange
Offer" in the Prospectus and an Agent's Message is not delivered. Certificates,
or timely confirmation of a book-entry transfer of such Notes into the Exchange
Agent's account at DTC, as well as this Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees, and any other documents required by this Letter of Transmittal, must
be received by the Exchange Agent at its address set forth herein on or prior to
the Expiration Date. Tenders by book-entry transfer may also be made by
delivering an Agent's Message in lieu thereof. Notes may be tendered in whole or
in part in integral multiples of $1,000.

      Holders who wish to tender their Notes and (i) whose Notes are not
immediately available or (ii) who cannot deliver their Notes, this Letter of
Transmittal and all other required documents to the Exchange Agent on or prior
to the Expiration Date or (iii) who cannot complete the procedures for delivery
by book-entry transfer on a timely basis, may tender their Notes by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedures set forth in "The Exchange Offer" in the
Prospectus. Pursuant to such procedures: (i) such tender must be made by or
through an Eligible Institution (as defined below); (ii) a properly completed
and duly executed Notice of Guaranteed Delivery, substantially in the form made
available by TXI, must be received by the Exchange Agent on or prior to the
Expiration Date; and (iii) the Certificates (or a book-entry confirmation)
representing all tendered Notes, in proper form for transfer, together with a
Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
within three New York Stock Exchange trading days after the date of execution of
such Notice of Guaranteed Delivery, all as provided in "The Exchange Offer" in
the Prospectus.

      The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile or mail to the Exchange Agent, and must include a guarantee by an
Eligible Institution in the form set forth in such Notice of Guaranteed
Delivery. For Notes to be properly tendered pursuant to the guaranteed delivery
procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or
prior to the Expiration Date. As used herein and in the Prospectus, "Eligible
Institution" means a firm or other entity identified in Rule 17Ad-15 under the
Exchange Act as "an eligible guarantor institution," including (as such terms
are defined therein) (i) a bank; (ii) a broker, dealer, municipal securities
broker or dealer or government securities broker or dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association.

      The method of delivery of Certificates, this Letter of Transmittal and all
other required documents is at the option and sole risk of the tendering holder,
and the delivery will be deemed made only when actually received by the Exchange
Agent. If delivery is by mail, then registered mail with return receipt
requested, properly insured, or overnight delivery service is recommended. In
all cases, sufficient time should be allowed to ensure timely delivery.

      TXI will not accept any alternative, conditional or contingent tenders.
Each tendering holder, by execution of a Letter of Transmittal (or facsimile
thereof), waives any right to receive any notice of the acceptance of such
tender.

                                       9



- --------------------------------------------------------------------------------

      2. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required if:

     *    this Letter of Transmittal is signed by the registered holder (which
          term, for purposes of this document, shall include any participant in
          DTC whose name appears on a security position listing as the owner of
          the Notes (the "holder")) of Notes tendered herewith, unless such
          holder(s) has completed either the box entitled "Special Issuance
          Instructions" or the box entitled "Special Delivery Instructions"
          above, or

     *    such Notes are tendered for the account of a firm that is an Eligible
          Institution.

      In all other cases, an Eligible Institution must guarantee the
signature(s) on this Letter of Transmittal. See Instruction 5.

      3. Inadequate Space. If the space provided in the box captioned
"Description of Notes" is inadequate, the Certificate number(s) and/or the
principal amount of Notes and any other required information should be listed on
a separate signed schedule that is attached to this Letter of Transmittal.

      4. Partial Tenders and Withdrawal Rights. Tenders of Notes will be
accepted only in integral multiples of $1,000. If less than all the Notes
evidenced by any Certificate submitted are to be tendered, fill in the principal
amount of Notes which are to be tendered in the box entitled "Principal Amount
of Notes Tendered." In such case, new Certificate(s) for the remainder of the
Notes that were evidenced by your old Certificate(s) will only be sent to the
holder of the Notes, promptly after the Expiration Date. All Notes represented
by Certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.

      Except as otherwise provided herein, tenders of Notes may be withdrawn at
any time on or prior to the Expiration Date. In order for a withdrawal to be
effective on or prior to that time, a written or facsimile transmission of such
notice of withdrawal must be timely received by the Exchange Agent at one of its
addresses set forth above or in the Prospectus on or prior to the Expiration
Date. Any such notice of withdrawal must specify the name of the person who
tendered the Notes to be withdrawn, the aggregate principal amount of Notes to
be withdrawn, and (if Certificates for Notes have been tendered) the name of the
registered holder of the Notes as set forth on the Certificate for the Notes, if
different from that of the person who tendered such Notes. If Certificates for
the Notes have been delivered or otherwise identified to the Exchange Agent,
then prior to the physical release of such Certificates for the Notes, the
tendering holder must submit the serial numbers shown on the particular
Certificates for the Notes to be withdrawn and the signature on the notice of
withdrawal must be guaranteed by an Eligible Institution, except in the case of
Notes tendered for the account of an Eligible Institution. If Notes have been
tendered pursuant to the procedures for book-entry transfer set forth in the
Prospectus under "The Exchange Offer," the notice of withdrawal must specify the
name and number of the account at DTC to be credited with the withdrawal of
Notes, in which case a notice of withdrawal will be effective if delivered to
the Exchange Agent by written, telegraphic, telex or facsimile transmission.
Withdrawals of tenders of Notes may not be rescinded. Notes properly withdrawn
will not be deemed validly tendered for purposes of the Exchange Offer, but may
be retendered at any subsequent time on or prior to the Expiration Date by
following any of the procedures described in the Prospectus under "The Exchange
Offer."

      All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by TXI, in its sole
discretion, whose determination shall be final and binding on all parties. TXI,
any affiliates or assigns of TXI, the Exchange Agent or any other person shall
not be under any duty to give any notification of any irregularities in any
notice of withdrawal or incur any liability for failure to give any such
notification. Any Notes that have been tendered but that are withdrawn will be
returned to the holder thereof without cost to such holder promptly after
withdrawal.

      5. Signatures on Letter of Transmittal, Assignments and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Notes
tendered hereby, the signature(s) must correspond exactly with the name(s) as
written on the face of the Certificate(s) without alteration, enlargement or any
change whatsoever.

                                       10



- --------------------------------------------------------------------------------

      If any Notes tendered hereby are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.

      If any tendered Notes are registered in different name(s) on several
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles thereof) as there are different
registrations of Certificates.

      If this Letter of Transmittal or any Certificates or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless waived by
TXI, must submit proper evidence satisfactory to TXI, in its sole discretion, of
each such person's authority to so act.

      When this Letter of Transmittal is signed by the registered owner(s) of
the Notes listed and transmitted hereby, no endorsement(s) of Certificate(s) or
separate bond power(s) is required unless Exchange Notes are to be issued in the
name of a person other than the registered holder(s). Signature(s) on such
Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.

      If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Notes listed, the Certificates must be endorsed or
accompanied by appropriate bond powers, signed exactly as the name or names of
the registered owner(s) appear(s) on the Certificates, and also must be
accompanied by such opinions of counsel, certifications and other information as
TXI or the Trustee for the Notes may require in accordance with the restrictions
on transfer applicable to the Notes. Signatures on such Certificates or bond
powers must be guaranteed by an Eligible Institution.

      6. Special Issuance and Delivery Instructions. If Exchange Notes are to be
issued in the name of a person other than the signer of this Letter of
Transmittal, or if Exchange Notes are to be sent to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Notes not exchanged will be returned by mail or, if tendered by
book-entry transfer, by crediting the account indicated above maintained at DTC.
See Instruction 4.

      7. Irregularities. TXI will determine, in its sole discretion, all
questions as to the form of documents, validity, eligibility (including time of
receipt) and acceptance for exchange of any tender of Notes, which determination
shall be final and binding on all parties. TXI reserves the absolute right to
reject any and all tenders determined by it not to be in proper form or the
acceptance of which, or exchange for which may, in the view of counsel to TXI be
unlawful. TXI also reserves the absolute right, subject to applicable law, to
waive any of the conditions of the Exchange Offer set forth in the Prospectus
under "The Exchange Offer" or any conditions or irregularities in any tender of
Notes of any particular holder whether or not similar conditions or
irregularities are waived in the case of other holders. TXI's interpretation of
the terms and conditions of the Exchange Offer (including this Letter of
Transmittal and the instructions hereto) will be final and binding. No tender of
Notes will be deemed to have been validly made until all irregularities with
respect to such tender have been cured or waived. TXI, any affiliates or assigns
of TXI, the Exchange Agent, or any other person shall not be under any duty to
give notification of any irregularities in tenders or incur any liability for
failure to give such notification.

      8. Questions, Requests for Assistance and Additional Copies. Questions and
requests for assistance may be directed to the Exchange Agent at its address and
telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the
Letter of Transmittal may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.

      9. Backup Withholding; Substitute Form W-9. Under U.S. federal income tax
law, a holder (including, for purposes of this section, beneficial owners of the
Notes) whose tendered Notes are accepted for exchange is required to provide the
Exchange Agent with such holder's correct taxpayer identification number ("TIN")
on Substitute Form W-9 below. If the Exchange Agent is not provided with the
correct TIN, the Internal Revenue Service (the "IRS") may subject the holder or
other payee to

                                       11



- --------------------------------------------------------------------------------

a $50 penalty. In addition, payments to such holders or other payees with
respect to Notes exchanged pursuant to the Exchange Offer may be subject to
backup withholding at a rate equal to 28%.

      To prevent backup withholding on any payment made to a holder or other
payee with respect to the exchange notes, the holder is required to notify the
Exchange Agent (i) of the holder's current TIN (or the TIN of any other payee)
by completing the form below, certifying that the TIN provided on Substitute
Form W-9 is correct (or that such holder is awaiting a TIN); (ii) either that
(A) the holder is exempt from backup withholding, (B) the holder has not been
notified by the Internal Revenue Service that the holder is subject to backup
withholding as a result of failure to report all interest or dividends or (C)
the Internal Revenue Service has notified the holder that the holder is no
longer subject to backup withholding; and (iii) that the holder is a U.S.
person. The box in Part 3 of the Substitute Form W-9 may be checked if the
holder (or other payee) has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked
and the Exchange Agent is not provided with a TIN within 60 days, the Exchange
Agent may withhold 28% on all payments, if any, until a TIN is provided to the
Exchange Agent.

      Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to the backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 and write "Exempt" on the face
thereof, to avoid possible erroneous backup withholding. A foreign person may
qualify as an exempt recipient by submitting a properly completed and
appropriate IRS Form W-8, signed under penalties of perjury, attesting to that
holder's exempt status. Please consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which holders are exempt from backup withholding.

      Backup withholding is not an additional U.S. federal income tax. Rather,
the U.S. federal income tax liability of a person subject to backup withholding
will be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained, provided that the required
information is furnished to the IRS.

      10. Waiver of Conditions. TXI reserves the absolute right to waive
satisfaction of any or all conditions enumerated in the Prospectus.

      11. No Conditional Tenders. No alternative, conditional or contingent
tenders will be accepted. All tendering holders of Notes, by execution of this
Letter of Transmittal, shall waive any right to receive notice of the acceptance
of Notes for exchange.

      Neither TXI, the Exchange Agent nor any other person is obligated to give
notice of any defect or irregularity with respect to any tender of Notes nor
shall any of them incur any liability for failure to give any such notice.

      12. Lost, Destroyed or Stolen Certificates. If any Certificate(s)
representing Notes have been lost, destroyed or stolen, the holder should
promptly notify the Exchange Agent. The holder will then be instructed as to the
steps that must be taken in order to replace the Certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen Certificate(s) have been followed.

      13. Security Transfer Taxes. Holders who tender their Notes for exchange
will not be obligated to pay any transfer taxes in connection therewith. If,
however, Exchange Notes are to be delivered to, or are to be issued in the name
of, any person other than the registered holder of the Notes tendered, or if a
transfer tax is imposed for any reason other than the exchange of Notes in
connection with the Exchange Offer, then the amount of any such transfer tax
(whether imposed on the registered holder or any other persons) will be payable
by the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with the Letter of Transmittal, the amount
of such transfer taxes will be billed directly to such tendering holder.

                                       12



- --------------------------------------------------------------------------------

      IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

               TO BE COMPLETED BY ALL TENDERING SECURITY HOLDERS
                              (SEE INSTRUCTION 9)


- --------------------------------------------------------------------------------
                                  PAYER'S NAME:

- --------------------------------------------------------------------------------
PAYEE'S NAME:
- --------------------------------------------------------------------------------
BUSINESS NAME (IF DIFFERENT):
- --------------------------------------------------------------------------------
ADDRESS:
- --------------------------------------------------------------------------------
MARK APPROPRIATE BOX:  [_] Individual/Sole Proprietor  [_] Corporation
[_] Partnership  [_] Other
- --------------------------------------------------------------------------------
                                                                                 
SUBSTITUTE                           Part 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT   -----------------------------------
Form W-9                             RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.          Social Security Number(s)
                                                                                             OR-----------------------
                                                                                              Employer Identification
                                                                                                     Number(s)
                                     -------------------------------------------------------------------------------------
                                     Part 2 --                                         Part 3 --
                                     Certification                                     Awaiting TIN
                                      -- Under Penalties of I certify that:
Department of the Treasury           (1) The number shown on this form is my correct
Internal Revenue Service             taxpayer identification number (or I am waiting
                                     for a number to be issued for me), and
Payer's Request for Taxpayer         (2) I am not subject to backup withholding
Identification Number("TIN")         because: (a) I am exempt from backup withholding,
                                     or (b) I have not been notified by the Internal
                                     Revenue Service (IRS) that I am subject to backup
                                     withholding as a result of a failure to report
                                     all interest or dividends, or (c) the IRS has
                                     notified me that I am no
                                     longer subject to backup
                                     withholding, and (3) I am a
                                     U.S. person (including a U.S.
                                     resident or alien).
                                     -------------------------------------------------------------------------------------
                                     Certification Instructions -- You must cross out item (2) above if you have been
                                     notified by the IRS that you are currently subject to backup withholding because you
                                     have failed to report all interest or dividends on your tax return.
                                     The Internal Revenue Service does not require your consent to any provision of
                                     this document other than the certifications required to avoid backup withholding.

                                     SIGNATURE                                         DATE
                                     -----------------------------------------------   -----------------------------------
- --------------------------------------------------------------------------------------------------------------------------



NOTE:FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
     IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 28% OF
     ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE
     ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
     SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

NOTE:YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
     3 OF THE SUBSTITUTE FORM W-9.

- --------------------------------------------------------------------------------

             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration office or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number within 60 days, 28% of all reportable
payments made to me thereafter may be withheld until I provide a taxpayer
identification number.

SIGNATURE                                               DATE
- -----------------------------------------------------   ------------------------

                                       13



- --------------------------------------------------------------------------------

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9

      Guidelines for Determining the Proper Identification Number to Give the
Payer -- Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the name
and number to give the payer.
                                                                                
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                      Give the name and SOCIAL
                     For this type of account:                                             SECURITY number
                                                                                                of--
- ---------------------------------------------------------------------------------------------------------------------------
1.An individual's account                                                          The individual
2.Two or more individuals (joint account)                                          The actual owner of the account
                                                                                   or, if combined funds, the first
                                                                                   individual on the account(1)
3.Custodian account of a minor (Uniform Gift to Minors Act)                        The minor(2)
4.a. The usual revocable savings trust account (grantor is also trustee)           The grantor-trustee(1)
  b. So-called trust account that is not a legal or valid trust under State law    The actual owner(1)
5.Sole proprietorship or single-owner LLC account                                  The owner(3)

- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
                                                                                       Give the name and EMPLOYER
                     For this type of account:                                           IDENTIFICATION number
                                                                                                  of--
- ---------------------------------------------------------------------------------------------------------------------------
 6.A valid trust, estate, or pension trust                                         Legal entity (Do not furnish the
                                                                                   identifying number of the personal
                                                                                   representative or trustee unless the
                                                                                   legal entity itself is not designated
                                                                                   in the account title.)(4)
- ---------------------------------------------------------------------------------------------------------------------------
 7.Corporate or LLC electing corporate status on Form 8832 account                 The corporation
 8.Association, club, religious, charitable, educational, or other                 The organization
   tax-exempt organization account
 9.Partnership or multi-member LLC                                                 The partnership
10.A broker or registered nominee                                                  The broker or nominee
11.Account with the Department of Agriculture in the name of a                     The public entity
   public entity (such as a State or local government, school district or
   prison) that receives agricultural program payments

- ---------------------------------------------------------------------------------------------------------------------------


(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number that person's
number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name. You may also enter your business or
"doing business as" name. You may use either your social security number or, if
you have one, your employer identification number.
(4) List first and circle the name of the legal trust, estate or pension trust.

NOTE:If no name is circled when there is more than one name listed, the number
     will be considered to be that of the first name listed.

                                       14



- --------------------------------------------------------------------------------

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9
                                     Page 2

Obtaining a Number

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at a local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number. You may also obtain Form SS-4 by calling the IRS at 1-800-TAX-FORM.

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include the
following:

*An organization exempt from tax under section 501(a), or an individual
 retirement account.

*The United States or any wholly-owned agency or instrumentality thereof.

*A state, the District of Columbia, a possession of the United States, or any
 political subdivision or wholly-owned agency or instrumentality thereof.

*A foreign government, a political subdivision of a foreign government, or any
 wholly-owned agency or instrumentality thereof.

*An international organization or any wholly-owned agency or instrumentality
 thereof.

Payees specifically exempted from backup withholding on interest and dividend
payments include the following:

*A corporation.

*A financial institution.

*A registered dealer in securities or commodities registered in the U.S., the
 District of Columbia, or a possession of the U.S.

*A real estate investment trust.

*A common trust fund operated by a bank under section 584(a).

*An exempt charitable remainder trust, or a non-exempt trust described in
 section 4947.

*An entity registered at all times during the tax year under the Investment
 Company Act of 1940.

*A foreign central bank of issue.

*A middleman known in the investment community as a nominee or who is listed in
 the most recent publication of the American Society of Corporate Secretaries,
 Inc., Nominee List.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

*Payments to nonresident aliens subject to withholding under section 1441.

*Payments to partnerships not engaged in a trade or business in the U.S. and
 which have at least one nonresident partner.

*Payments of patronage dividends not paid in money.

*Payments made by certain foreign organizations.

*Section 404(k) payments made by an ESOP.

Payments of interest not generally subject to backup withholding include the
following:

*Payments of interest on obligations issued by individuals. Note: You may be
 subject to backup withholding if this interest is $600 or more and is paid in
 the course of the payer's trade or business and you have not provided your
 correct taxpayer identification number to the payer.

*Payments of tax-exempt interest (including exempt-interest dividends under
 section 852).

*Payments described in section 6049(b)(5) to non-resident aliens.

*Payments on tax-free covenant bonds under section 1451.

*Payments made by certain foreign organizations.

Exempt payees described above may file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE
FORM, AND RETURN IT TO THE PAYER.

Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049,
6050A, 6050N, and their regulations.

Privacy Act Notice. Section 6109 requires most recipients of dividend, interest,
or other payments to give taxpayer identification numbers to payers who must
report the payments to IRS. IRS uses the numbers for identification purposes and
to help verify the accuracy of tax returns. The IRS also may provide this
information to the Department of Justice for civil and criminal litigation and
to cities, states, and the District of Columbia to carry out their tax laws.
Payers must be given the numbers whether or not recipients are required to file
tax returns. Payers must generally withhold 28% of taxable interest, dividend,
and certain other payments to a payee who does not furnish a taxpayer
identification number to a payer. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer identification Number.-- If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.

(2) Civil Penalty for False information With Respect to Withholding.-- If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information.-- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

         FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE
                           INTERNAL REVENUE SERVICE.

                                       15