UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

Commission File Number 0-11936

Lafarge North America Inc.

Incorporated in Maryland

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

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o

There were approximately 70,500,000 shares of our Common Stock and 4,051,000 Exchangeable Preference Shares of our subsidiary, Lafarge Canada Inc., outstanding as of October 31, 2004, the latest practicable date. The Exchangeable Preference Shares are exchangeable at any time into our Common Stock on a one-for-one basis, entitle their holders to dividend and other rights economically equivalent to those of the Common Stock, and through a voting trust, vote at meetings of our stockholders.

LAFARGE NORTH AMERICA INC.

FORM 10-Q FOR THE QUARTER
ENDED SEPTEMBER 30, 2004

TABLE OF CONTENTS

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

LAFARGE NORTH AMERICA INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited and in thousands, except per share amounts)

See the Notes to Condensed Consolidated Financial Statements.

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LAFARGE NORTH AMERICA INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

See the Notes to Condensed Consolidated Financial Statements.

2

LAFARGE NORTH AMERICA INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)

See the Notes to Condensed Consolidated Financial Statements.

3

LAFARGE NORTH AMERICA INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1.		Lafarge North America Inc., together with its subsidiaries, is the United States’ and Canada’s largest diversified supplier of construction materials such as cement, aggregates, ready-mixed concrete and concrete products, asphalt and gypsum drywall. We also provide road paving and construction services. Lafarge materials are used for residential, commercial, institutional and public works construction. Our business is organized into three operating segments: Construction Materials, Cement and Gypsum. Each represents a separately managed strategic business unit with different capital requirements and marketing strategies. For information regarding our operating segments, see Note 12.
		We have over 1,000 operations doing business in most states and throughout Canada, where we conduct our business through our subsidiary, Lafarge Canada Inc. (“LCI”). Lafarge S.A., a French company, and its affiliates hold approximately 53 percent of our common stock.
2.		The condensed consolidated financial statements have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. As a result, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. We believe that the disclosures made are adequate to make the information presented not misleading. In our opinion, the accompanying condensed consolidated financial statements reflect all adjustments necessary to present fairly our financial position as of the applicable dates and the results of our operations and our cash flows for the interim periods presented and all of the adjustments reflected in the condensed consolidated financial statements are of a normal recurring nature. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our 2003 Annual Report on Form 10-K. As used in these Notes to Condensed Consolidated Financial Statements, the terms “Lafarge”, “company”, “we”, “us”, “our” and similar terms refer to Lafarge North America Inc. and its subsidiaries. Certain reclassifications have been made to prior periods to conform to the 2004 presentation.
3.		Most of our markets are affected by seasonal, weather-related conditions, which impact construction activity. In addition, substantial portions of the year’s major maintenance projects are performed during periods of low plant utilization with the associated costs expensed as incurred. Due to seasonal, weather-related conditions, earnings of any one quarter should not be considered indicative of results to be expected for a full year or any other interim period.
4.		The company accounts for employee stock options using the method of accounting prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and the associated interpretations using the intrinsic method. Generally, no expense is recognized related to the company’s stock options because the option’s exercise price is set at the stock’s fair market value on the date the option is granted.

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The following table illustrates the effect on net income and net income per share as if we had recognized compensation expense for the fixed stock option plan in accordance with the fair value based recognition provisions of Statement of Financial Accounting Standards No. 123 “Accounting for Stock-Based Compensation” (in thousands, except per share amounts):

		The pro forma stock-based employee compensation amounts above exclude expenses related to options granted to employees working in former Blue Circle operations of $170,000 and $510,000 for the three and nine months ended September 30, 2004 and $105,000 and $315,000 for the three and nine months ended September 30, 2003. These amounts would be reported in “Income from managed assets” on the Condensed Consolidated Statements of Income as both a cost and cost reimbursement (i.e. with no impact on net income and per share amounts), as such expenses would be fully reimbursable under the management agreement with Lafarge S.A.
		The pro forma compensation cost may not be representative of that to be expected in future years.
5.		The change in the carrying value of goodwill for the nine months ended September 30, 2004, is as follows (in thousands):

5

		Goodwill is recorded as of the date of acquisition based upon a preliminary purchase price allocation. We typically make adjustments to the preliminary purchase price allocation during the allocation period (generally not exceeding one year) as we finalize the fair value of certain assets and liabilities such as property, plant and equipment, intangible assets, pension and other postretirement benefit obligations, contingent liabilities, and deferred and current income tax balances.
6.		Under our receivables securitization program, we agreed to sell, on a revolving basis, certain of our accounts receivable to a wholly-owned special purpose subsidiary (the “SPS”), which we consolidate. The SPS in turn entered into an agreement to transfer, on a revolving basis, an undivided percentage ownership interest in a designated pool of accounts receivable to unrelated third-party purchasers, through the use of a qualified special purpose entity, up to a maximum of $200 million. Under the agreements, new receivables are added to the pool as collections reduce previously sold receivables. We service, administer and collect the receivables sold.
		In accordance with Statement of Financial Accounting Standards No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, a replacement of Financial Accounting Standards Board Statement No. 125,” the receivables securitization transactions are accounted for as sales and, as a result, the related receivables and debt are excluded from the accompanying Condensed Consolidated Balance Sheets. The related fees and discounting expense are recorded as “Other (income) expense, net” in the accompanying Condensed Consolidated Statements of Income. The SPS holds a subordinated retained interest in the receivables not sold to third parties. The subordinated interest in receivables is recorded at fair value, which is determined based on the present value of future expected cash flows estimated using management’s best estimates of credit losses and discount rates commensurate with the risks involved. Due to the short-term nature of trade receivables, the carrying amount, less allowances, approximates fair value. Variations in the credit and discount assumptions would not significantly impact fair value. Key figures related to the securitization program are as follows (in millions):

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7.

We value our inventories at the lower of cost or market. Other than maintenance and operating supplies, we value the majority of our U.S. cement inventories using the last-in, first-out method. We value other inventories at average cost. At September 30, 2004 and 2003 and at December 31, 2003, our inventories from continuing operations consisted of the following (in thousands):

8.		In April 2001, we entered into commercial paper agreements, under which we may from time to time issue up to an aggregate principal amount of $300 million in unsecured, short-term promissory notes through private placements. At September 30, 2004, we had $40.0 million of commercial paper outstanding under the agreements with a weighted-average interest rate of 1.95 percent and maturity dates ranging from 14 to 34 days. The agreements, which expire in April 2007, require the maintenance of certain financial ratios, among other restrictions. At September 30, 2004, we were in compliance with these requirements.
		There were $56.6 million short-term borrowings outstanding on our uncommitted bilateral lines of credit at a weighted average interest rate of 2.42 percent as of September 30, 2004.
		On February 5, 2004, we entered into a $200 million interest rate swap which effectively converts our $200 million senior notes, maturing in July 2013, from a fixed rate coupon of 6.9 percent to a floating rate coupon at six month LIBOR plus a fixed spread of 2.43 percent. The current semiannual interest rate is 4.29 percent.
9.		The components of our net periodic pension and other postretirement costs, including the Blue Circle Mirror Plans, are as follows (in millions):

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		We contributed $100.5 million to pension plans during the first nine months of 2004. Expected contributions for the remainder of 2004 are $8.0 million.
		In May 2004, the Financial Accounting Standards Board issued Staff Position No. 106-2 (“FSP 106-2”), “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (the “Act”). The Act introduces a prescription drug benefit under Medicare (“Medicare Part D”) as well as a federal subsidy to sponsors of postretirement health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. FSP 106-2 provides authoritative guidance on the accounting for the federal subsidy and specifies the disclosure requirements for employers who have adopted FSP 106-2, including those who are unable to determine whether benefits provided under its plan are actuarially equivalent to Medicare Part D. FSP 106-2 superseded FSP 106-1, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003", which was issued in January 2004 and permitted a sponsor of a postretirement health care plan that provides a prescription drug benefit to make a one-time election to defer accounting for the effects of the Act until more authoritative guidance on the accounting for the federal subsidy was issued. We elected the one-time deferral allowed under FSP 106-1. We adopted FSP 106-2 effective July 1, 2004. We have initially concluded that our retiree medical plans provide benefits that are at least actuarially equivalent to Medicare Part D. However, detailed final regulations necessary to implement the Act have not been issued, including those that would specify the manner in which actuarial equivalency must be determined, the evidence required to demonstrate actuarial equivalency, and the documentation requirements necessary to be entitled to the subsidy. Since final regulations have not been issued, our initial conclusion is subject to change.
		As permitted by FSP 106-2, we elected to recognize the impact of the anticipated federal subsidy on our retirement benefits expense as of January 1, 2004. Results for the nine months ended September 30, 2004 reflect a benefit of $0.7 million as a result of implementation of FSP 106-2. The provisions of the Act reduced our accrued postretirement benefit obligation (“APBO”) by $11.5 million. The amounts above exclude a benefit of $0.1 million and an APBO reduction of $2.1 million recognized in connection with our BCNA Mirror Plans, the costs of which are reimbursed to us by Lafarge S.A.

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10.

Net income per share from continuing operations for the three and nine months ended September 30, 2004 and 2003 are as follows (in thousands, except per share amounts):

		Basic net income per common equity share was computed by dividing net income from continuing operations by the weighted average number of shares of common stock outstanding during the period. For each period presented, diluted net income per common equity share assumes the exercise of stock options and stock warrant, to the extent such conversion is dilutive.
11.		Comprehensive income consists of the following (in thousands):

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12.		The operating segments reported below are those for which separate financial information is available and for which executive management regularly evaluates operating income or loss amounts (before other postretirement benefit expense for retirees, foreign exchange gains and losses, minority interests, interest and income taxes) in deciding how to allocate resources and in assessing performance. Each of our three reportable operating segments, Construction Materials, Cement and Gypsum, represents a separately managed strategic business unit with its own capital requirements and marketing strategies. The basis of segmentation is consistent with our year-end consolidated financial statements. We account for intersegment sales and transfers at market prices. We attribute revenue to geographic areas based on the location of the assets producing the revenue.
		Operating segment information consists of the following (in millions):

(a)

Excludes gains and losses on divestments of operations, other postretirement benefit expense for retirees, minority interests, interest, income taxes, foreign exchange gains and losses.

10

Condensed consolidated geographic information consists of the following (in millions):

Assets by operating segment consist of the following (in millions):

13.

Our sale of Lafarge Florida Inc. to Florida Rock Industries, Inc. closed on August 12, 2003. The assets and operations of Lafarge Florida Inc. were classified within our cement segment. The sale price of $123.9 million resulted in a pretax gain of $93.1 million, which is included in “Income from discontinued operations, net of tax” in the condensed consolidated statements of income for the three and nine months ended September 30, 2003.

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Net sales and earnings before income tax from our discontinued Florida operations are as follows (in thousands):

		Included in earnings before income tax are allocated interest expenses of $100,000 on a quarterly basis ($400,000 annually), based upon the book value of the net assets sold.
14.		In November 2002 and in accordance with EITF 94-3 “Liability Recognition for Costs to Exit an Activity”, the company recorded a reserve of approximately $11.0 million in connection with the idling of our gypsum drywall operations in Wilmington, Delaware. Through September 30, 2004, cash payments of approximately $7.8 million had been charged to the reserve, leaving a balance at September 30, 2004 of approximately $3.2 million.
15.		On March 28, 2001, Dunn Industrial Group, Inc. (“Dunn Industrial”) filed a lawsuit against us and the City of Sugar Creek, Missouri in the Circuit Court of Jackson County, Missouri. In the suit, Dunn Industrial, the general contractor for the construction of our new cement plant in Sugar Creek, Missouri, alleges that we expanded the scope of work expected of Dunn Industrial in the construction of the plant without commensurate increases in time required for performance and amounts to be paid to Dunn Industrial. In connection therewith, the suit alleges breach of contract, quantum meruit, breach of warranty and negligent misrepresentation and seeks foreclosure of mechanic’s liens against us and the City of Sugar Creek, Missouri as well as damages. The trial court ruled that the issues raised by Dunn Industrial need not be arbitrated but rather should be litigated. In December 2002, the Missouri appellate court reversed the trial court’s ruling and agreed with us that Dunn Industrial must arbitrate its claims. Upon further appeal by Dunn Industrial, the Missouri Supreme Court upheld the lower appellate court’s ruling and agreed that Dunn Industrial must arbitrate its claims. In its demand for relief in the arbitration, Dunn Industrial claims damages in excess of $120.5 million. We have filed certain counter claims, and we believe that Dunn Industrial’s claims are without merit and are vigorously defending our position in the arbitration. We believe this matter will not have a material adverse effect on our financial condition.
		In June 2001, Lafarge Canada Inc. (“LCI”) paid Canadian $15.6 million (approximately U.S. $10 million), representing its share of the damages awarded to the plaintiffs in a lawsuit originating in 1992 arising from claims of building owners and other plaintiffs regarding defective concrete foundations. In December 2002, the Ontario Court of Appeal confirmed the trial court’s decision on LCI’s insurance coverage according to which LCI is entitled to be reimbursed by its insurers for most of the damages it paid to the plaintiffs, and for most of the defense expenses and third party costs it paid in the lawsuit. In August 2003, the Supreme Court of Canada dismissed the application made by certain of LCI’s excess insurers for leave to appeal the Court of Appeal’s decision. We have already expensed the amounts not payable by the insurers. LCI is also involved as a defendant in a related

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		class action initiated in 1999. Approximately 215 homeowners have joined in the class action. We believe that any liability that LCI may incur arising from the class action (net of anticipated insurance recoveries) will not have a material adverse effect on our financial condition.
		Currently, we are involved in one matter under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, which together are referred to as Superfund, and the corrective action provisions of the Resource Conservation and Recovery Act of 1976. At this site, which the U.S. Environmental Protection Agency (“EPA”) has listed on the National Priority List, some of the potentially responsible parties named by the EPA have initiated a third-party action against 47 parties, including us. We also have been named a potentially responsible party for this site. The suit alleges that in 1969 one of our predecessors sold equipment containing hazardous substances that may now be present at the site. It appears that the largest disposer of hazardous substances at this site is the U.S. Department of Defense. At a July 2, 2004 status conference, we understand that the Department of Defense indicated that it has proceeded with an approved remediation plan for the site. We anticipate receiving a deminimis settlement offer for this matter and believe it will not have a material adverse effect on our financial condition.
		On August 26, 2003, United States Gypsum Corporation (“USG”) filed a lawsuit against us in the United States District Court for the Northern District of Illinois alleging our infringement of a USG patent relating to the production of gypsum drywall. On May 12, 2004, we were served with an amended complaint alleging our misappropriation of USG trade secrets and setting forth claims related thereto. In the suit, USG seeks unspecified damages and certain injunctive relief relating to the patent and our alleged misappropriation of trade secrets. The suit is in the discovery stage and we are vigorously defending our position against USG’s allegations. We believe that this matter will not have a material adverse effect on our financial condition.
		On April 19, 1999, several individuals living in Alpena, Michigan filed a class action complaint against us in the United States District Court for the Eastern District of Michigan claiming personal injury and property damages allegedly stemming from certain emissions which they claim originated from our cement manufacturing plant in Alpena. On October 24, 2001, the trial court ordered that the case could proceed as a class action on behalf of all persons who owned single family residences in Alpena from April 1996 to the present who have suffered damage from emissions from the Alpena plant. We appealed the court’s decision on several grounds, including that the court did not have jurisdiction over the putative class as not all class members’ claims satisfied the $75,000 amount in controversy for diversity jurisdiction. On September 7, 2004, a Panel of the United States Court of Appeals for the Sixth Circuit affirmed the lower court’s order of class certification. On September 21, 2004, we petitioned the Sixth Circuit for Rehearing and Rehearing En Banc, which petition remains pending as of the date of filing. In addition, the U.S. Supreme Court has granted petitions for certiorari in two cases in which the Court is expected to address the jurisdictional question at issue in our case. We intend to vigorously defend against the allegations raised. We believe that this matter will not have a material adverse effect on our financial condition.

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		When we determine that it is probable that a liability for environmental matters or other legal actions has been incurred and the amount of the loss is reasonably estimable, an estimate of the costs to be incurred is recorded as a liability in our financial statements. As of September 30, 2004, liabilities recorded for our environmental obligations and other legal actions are not material to our financial statements. Although we believe our accruals for environmental liabilities and other legal actions are adequate, we may incur costs in excess of the amounts provided at September 30, 2004. However, we have concluded that the possibility of material liability in excess of the amount reported in the September 30, 2004 Condensed Consolidated Balance Sheet is remote.
		In the ordinary course of business, we are involved in certain legal actions and claims, including proceedings under laws and regulations relating to environmental and other matters. Because such matters are subject to many uncertainties and the outcomes are not predictable with assurance, the total amount of these legal actions and claims cannot be determined with certainty. We believe that all pending legal and environmental matters will be resolved without material adverse impact to our financial condition, results of operations or liquidity.
16.		At September 30, 2004, we have cash and short-term investments of approximately $534.5 million and cumulative undistributed earnings of approximately $1.33 billion in Lafarge Canada Inc. No provision for U.S. income taxes or Canadian withholding taxes has been made since we intend to reinvest the earnings in Canada and would repatriate the earnings only when possible to do so at minimal additional tax cost. On October 22, 2004, President George W. Bush signed into law The American Jobs Creation Act of 2004. Among other things, the new legislation introduces a new deduction for domestic manufacturing activities, which when fully phased in could reduce our U.S. effective tax rate by up to 3 percentage points, and creates a one-year period in which companies can repatriate certain foreign earnings at a special 5.25 percent effective rate. With regards to the repatriation of foreign earnings, Lafarge would also be subject to Canadian withholding tax, which would result in a total effective tax rate of approximately 8 percent to 10 percent including the special legislation rate. Regulations implementing the legislation have not been promulgated yet. Therefore, it is unclear how much, if any, of our foreign earnings could be repatriated under this legislation. We are evaluating the impact and opportunities of the new legislation, including whether the repatriation of our Canadian earnings would be feasible. If we make a decision to repatriate earnings in the future, we will incur a one-time charge for income taxes in the period we no longer believe the earnings are indefinitely invested in Canada.
		Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
		Overview
		Lafarge North America produces cement, ready-mixed concrete, aggregates, asphalt and gypsum drywall. Our customers are primarily construction contractors or other businesses involved in the construction industry. Our sales and earnings come from deliveries of our products or the sales of construction services, and we receive cash from our customers within normal payment terms. We are increasing our efforts to move beyond being a traditional materials provider to competing based

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		on value. We seek to add value through the application of our industry-leading expertise, development of new high-performance materials, and creation of responsive solutions to customer problems.
		As the largest diversified supplier of construction materials in the United States and Canada, Lafarge North America operates in an industry in which capital investment decisions and financial performance are viewed from a long-term perspective. Because both the raw materials for our products and the products themselves are expensive to transport, our businesses are generally very local, with local customers and local competitors. In order to expand our market coverage, we also employ large shipping vessels to transport cement and aggregates to terminals in strategic geographic locations. This allows us to ship products economically over considerably greater distances. The structure of the markets in which we compete, and the demand for individual products, vary for each business line. In general, demand for our products is influenced by national and regional economic conditions and trends in the construction industry. Also, our significant presence in northern geographic markets makes our operating results sensitive to weather conditions.
		Company management is focused primarily on two key priorities: delivering higher performance and expanding the company through disciplined growth and development. Through the application of proprietary performance programs, management seeks to leverage key strategic, operational, cost and revenue drivers in each product segment to improve the quality of our products and services, and mitigate negative cost and market pressures on our financial results. In 2003, the company initiated efforts to further strengthen its performance culture by intensifying its focus on customer orientation. This effort involves identifying how Lafarge can tailor product and service offerings to create greater value for customers, making them more successful in their businesses. Management believes that offering this type of superior service and product quality will set Lafarge apart from its competition, and will strengthen our ability to improve prices in the future. Management also continues to actively identify and evaluate opportunities for top-line growth, particularly in aggregates, that meet our financial return criteria.

Three Months Ended September 30, 2004

During the three months ended September 30, 2004, we recorded a net income of $165.6 million, or $2.16 per share diluted. The results compare with third quarter 2003 net income of $225.3 million, or $3.04 per share diluted, which included $78 million, or $1.05 per share diluted, income from cement-related divestment gains and discontinued operations. Excluding the effects of divestment gains and discontinued operations, net income for the third quarter 2004 improved $18.3 million, or 12.4 percent, compared to the same period last year.

The third quarter of 2003 was strong, due to a combination of improving economic conditions and the recovery of sales volumes that had been delayed during the poor weather experienced in the first six months. Despite this, in the third quarter of 2004 each of our cement, construction materials and wallboard businesses reported higher operating income year-over-year, as third quarter volumes remained strong, supported by good economic conditions, continued low interest rates and some gains in market share. At the same time, we benefited from significant price improvement with the successful implementation of price increases in cement and gypsum during 2004. Offsetting some

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of these gains were higher levels of cement purchases to meet increased demand, higher energy, maintenance and, as expected, higher pension and other postretirement expenses. The strong Canadian dollar favorably impacted operating income in the quarter by $9.7 million.

Net sales from continuing operations were $1,259.6 million, an increase of 8.3 percent compared to the same period in 2003. Excluding the impact of the stronger Canadian dollar, consolidated net sales increased 5.5 percent. U.S. net sales increased by 10.0 percent to $705.6 million compared to $641.6 million in 2003, while Canadian net sales were flat in local currency.

Construction Materials

Our construction materials segment reported operating income of $131.4 million, compared to operating income of $126.2 million during the third quarter 2003. Strong aggregates volumes and prices more than offset lower volumes and margins in ready-mixed concrete and asphalt and paving. Margins for ready-mixed concrete and asphalt and paving continue to be negatively impacted by increased raw material costs and competitive pressures in selected markets. A favorable exchange rate impact of $5.9 million and lower administrative costs were offset by higher energy and pension expenses. Initiatives to improve operating efficiencies, such as the use of recycled oil in our asphalt business and performance-based distribution initiatives, helped mitigate some of the cost increases. Total revenue of construction materials during the quarter was $780.0 million, up 5.5 percent over last year. Excluding the impact of the exchange rate, revenues were 1.7 percent higher than the same period in 2003.

We recorded operating income of $76.6 million from the sale of aggregates (crushed stone, sand and gravel), which was $11.1 million better than last year due to higher volumes and prices, partially offset by higher quarry stripping and equipment repair costs. Shipments of aggregates of 44.5 million tons were 8.7 percent above last year due to better overall market demand. Volumes in the U.S. were up 7.6 percent compared with the year-ago quarter, due to improved economic conditions in the Great Lakes and Maryland markets. This was partially offset by slightly lower sales volumes in Colorado related to the completion of a large project in 2003. Canadian regions exceeded prior year’s volumes by 9.8 percent primarily due to higher levels of infrastructure activity across Canada. Average selling prices, which in total were 1.6 percent higher than last year, were up in all markets except in Western Canada due to product and geographic mix and the Denver market due to competitive pressures.

We recorded $17.3 million of operating income from the sale of ready-mix concrete, which was $3.0 million lower than last year, due to lower volumes and margins and higher delivery and production costs. Overall, shipments of ready-mixed concrete in the quarter were 3.5 million cubic yards, 3.1 percent lower primarily due to the completion of several large projects in 2003 including the New Orleans airport project. Third quarter 2004 shipments in Louisiana were also adversely affected by hurricanes. Ready-mix concrete margin over materials was lower than last year due to higher material costs, most notably cement, which has not yet been fully recovered in concrete selling prices. Continued weak pricing in the Denver market and competitive pricing pressures in the Montreal market have also adversely affected results. Helped by our performance-based distribution initiatives implemented during the past year, delivery efficiencies improved and mitigated the impact of higher diesel costs in the quarter.

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We recorded $36.8 million of operating income from the sale of asphalt and paving products and services, which compared to operating income of $39.0 million in the prior year. Revenues were $281.5 million, 1.8 percent higher than last year (2.8 percent lower excluding the favorable foreign exchange rate impact). Excluding the portable highway paving business that we exited in the Western U.S., asphalt and paving volumes were flat as stronger activity in the New Mexico, Denver, Calgary and Edmonton markets was offset by weakness in Western New York and certain Ontario markets. Margins have been negatively impacted in most regions as a result of a more competitive pricing environment. In addition, higher energy, liquid asphalt and equipment repair costs contributed to the decline in operating margins.

		Cement
		Our cement segment, excluding discontinued operations (Lafarge Florida Inc.), reported operating income of $149.9 million for the third quarter, $11.9 million higher than last year. Strong sales volumes and higher prices offset increased cement purchases and freight costs (to meet demand) as well as unfavorable fuel mix. Cement purchases, which have a lower profit margin than cement we produce, were necessary to meet the high demand. The favorable exchange rate impact contributed $4.4 million to third quarter cement earnings.
		Net sales from continuing operations were $456.1 million, an increase of 10.2 percent compared with the third quarter of 2003. Excluding the favorable impact of the exchange rate, revenues were up 8.3 percent from the same period last year. Cement volumes from continuing operations of 4.8 million tons were up 5.2 percent, as construction activity remained strong, building upon the 13.2 percent favorable variance in the first half of the year. As expected, volume growth in the third quarter was lower than the first six months of the year, due to a comparatively weak first half of 2003 and strong second half of 2003. U.S. volumes, excluding Lafarge Florida Inc., were up 7.2 percent in the third quarter of 2004 with strong demand in all markets. Shipments in the Great Lakes markets were flat due to seasonal capacity constraints. Canadian shipments declined slightly due to lower sales in the prairie provinces of Western Canada.
		Average terminal net price (average selling price per ton less freight to customers), excluding the impact of exchange rates and Lafarge Florida, was up 2.6 percent compared to 2003, continuing the positive trend that started in the second quarter and fully recovering from declines experienced in the U.S. in the second half of 2003. Prices in the U.S. during the current quarter were up 3.6 percent compared with the third quarter of 2003 and 2.1 percent above levels in the second quarter of 2004. September 2004 average prices were $4.10 per ton above those in the fourth quarter of 2003. This was driven by the successful implementation of the second round of price increases of $3.00-$5.00 per ton in most U.S. markets on August 1, 2004, which followed increases of $2.00-$4.00 per ton on April 1, 2004 in most U.S. markets. The positive effect of the price increases was partially offset by the impact of geographic mix. Price increases effective January 1, 2005 have been announced in all U.S. and Canadian markets of US $6.00-$8.00 per ton and CAN $5.00-$10.00 per metric ton, respectively.

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		Our Gypsum segment reported operating income of $11.7 million in the third quarter of 2004, which compared to operating income of $0.6 million for the same period last year. Net sales reached $87.1 million, up 28.9 percent compared to the same period last year. Demand remained strong in the quarter, but hurricanes in Florida negatively impacted sales volumes in August and September. As a result, wallboard sales volumes of 552 million square feet were 1.1 percent lower compared to the same period last year. Compared to the third quarter 2003, wallboard prices increased by 34 percent to $131 per msf (thousand square feet) reflecting the strong demand since the second half of 2003, which sustained four price increases in 2004. These gains were partially offset by higher costs for paper and natural gas. In addition, labor and maintenance increased due to our need to run the plants at capacity to meet demand.
		Corporate and Other Expenses
		Corporate and Other Expenses for the three months ended September 30, 2004 were $23.0 million compared to an income of $10.7 million in prior year, or a $33.7 million difference. Results for 2003 include a divestment gain of $31.2 million related to the sale of the Detroit cement terminal. Other corporate expenses were also higher in 2004 due to higher salaries, governance and compliance costs and pension expenses.
		Income from Managed Assets
		During the three months ended September 30, 2004 and September 30, 2003, we recognized $3.0 million in management fees related to our agreement with Lafarge S.A. to manage certain U.S. cement and construction materials businesses that Lafarge S.A. obtained in its acquisition of Blue Circle Industries PLC (“Blue Circle”). Gross proceeds from the management of these assets totaled $63.8 million and $50.9 million in 2004 and 2003, respectively, which included pro-rata billings for the annual management fee ($3.0 million), direct payroll, pension and other postretirement costs and allocated selling, general and administrative expenses. Expenses associated with management of these assets were $60.8 million and $47.9 million in 2004 and 2003, respectively.
		Interest Expense, Net
		Net interest expense of $12.3 million was $0.9 million better than the prior year. The improvement in net interest expense is attributable to a fixed to floating rate swap we entered into during the first quarter of 2004, which resulted in a $1.2 million reduction in interest expense as well higher interest income from higher invested cash balances. This improvement was partially offset by foreign exchange fluctuations between the U.S. and Canadian dollar. These fluctuations resulted in a $3.7 million currency translation loss on U.S. dollar investments in Canada in the third quarter of 2004 compared to $0.3 million currency loss in the third quarter of 2003, a difference of $3.4 million.

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		Income Taxes
		For the three months ended September 30, 2004, we recorded an income tax expense from continuning operations of $90.3 million. $4.1 million lower than the prior year quarter. Our effective income tax rate was 35.3 percent in 2004 and 36.2 percent in 2003. The higher effective income tax rate in 2003 resulted from the higher tax rate applicable to the profit on the sale of the Detroit cement terminal as well as higher statutory rates in Canada.

		Nine Months Ended September 30, 2004
		For the nine months ended September 30, 2004, we recorded net income of $196.8 million, or $2.58 per share diluted, compared with net income of $212.2 million, or $2.88 per share diluted, in 2003. Results for 2003 include $83.8 million, or $1.14 per share diluted, associated with divestment gains and cement-related discontinued operations. Excluding the effects of divestment gains and discontinued operations, net income for the first nine months of 2004 improved by $68.4 million compared to the same period last year. All of our businesses recorded better operating results than last year, benefiting from continued strong demand and more typical weather than experienced in 2003. Increased volume and prices for cement, aggregates and gypsum offset lower margins from ready-mixed concrete, asphalt and paving. Pension and other postretirement expenses increased by $19.7 million. Earnings before minority interest, interest and income tax comparisons in the first nine months of 2004 were favorably impacted by the absence of $11.2 million in prior year losses related to the Western U.S. portable highway paving business, which we exited during the second quarter of 2003. The strong Canadian dollar favorably impacted operating income by $11.8 million in the first nine months.

Consolidated net sales for 2004 were $2,758.3 million, an increase of 13.2 percent (9.9 percent, excluding the favorable exchange rate impact) compared to last year. U.S. net sales from continuing operations increased by 11.8 percent to $1,580.2 million compared to $1,414.0 million in 2003, while Canadian net sales increased by 7.4 percent in local currency.

Construction Materials

Our construction materials segment reported operating income of $138.6 million, compared to operating income of $110.8 million last year. Net sales of $1,650.5 million were 11.0 percent higher than 2003 (6.5 percent excluding the favorable Canadian currency impact). Higher volumes in aggregates, ready-mixed concrete, asphalt and paving and higher aggregates prices offset lower margins in our ready-mixed concrete, asphalt and paving businesses as well as increased production costs. In addition, 2004 comparisons benefited from the absence of $8.0 million of prior year operating losses associated with our exit from the Western U.S. portable highway paving business.

We recorded operating income of $108.9 million from the sale of aggregates, which was $28.3 million higher than last year as higher volumes and prices partially offset increased quarry stripping costs, increased royalties and higher repair costs. Shipments of aggregates increased by 14.6 percent to 97.5 million tons compared with last year due to improved weather in the first half of the year and stronger overall market demand. In the U.S., sales increased by 14.0 percent with increased shipments in the Great Lakes, Maryland and Missouri markets. Canadian regions

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		increased sales by 15.3 percent primarily due to strong sales in certain Western Canada markets including Vancouver and Calgary. Overall average selling prices of aggregates were higher by 2.4 percent compared to last year due to the implementation of general price increases earlier in the year. In Western Canada, average prices were flat to prior year due to unfavorable geographic mix and product mix.We recorded $21.1 million of operating income from the sale of ready-mixed concrete, which was $0.3 million lower than last year. Higher volumes across most of our markets offset higher raw material costs and increased maintenance costs. Shipments of 8.6 million cubic yards increased 3.4 percent from last year primarily due to strong demand. The Canadian regions had favorable volumes due to sustained project work in Vancouver and in Calgary. The U.S. regions benefited from higher levels of construction activity in Maryland and New Mexico. Margin over materials was lower than last year, as improvements in Eastern U.S. and Western Canada were offset by price pressures due to soft market conditions in the Denver market and increased competition in the Montreal market as well as higher raw material costs in all regions.
		We recorded $13.0 million of operating income from the sale of asphalt and paving products and services, which was an increase of $0.8 million from the previous year. Results for 2003 included losses of $8 million related to our exit from the Western U.S. portable highway paving business. The relatively small increase is reflective of margins that continue to be negatively impacted in all regions as a result of a more competitive pricing environment and higher raw materials costs. The increased use of recycled asphalt and oil partially offset some of the cost increases. Revenues were $482.1 million, 5.8 percent higher than last year (0.8 percent excluding the favorable exchange rate). Excluding divested operations, sales volumes were up 6.1 percent due to more favorable weather in 2004 and stronger carryover work in most regions.

Cement

Our cement segment, excluding our discontinued operations, reported operating income of $244.1 million, $32.1 million higher than last year. Net sales of $1,008.2 million increased by 13.4 percent from 2003 (11.0 percent excluding the favorable Canadian currency impact). Higher volumes and better prices offset increased distribution costs, energy costs and fuel expenses. The favorable exchange rate impact contributed $8.9 million to cement earnings for the first nine months. In the first nine months of 2004, our cement production has increased by 675 thousand tons, or 8 percent compared with the same period in 2003. Even with this increased production level, demand has outpaced supply. In order to meet the increased levels of demand, we have imported approximately 160 thousand tons of cement in the first three quarters and we have taken advantage of the flexibility of our widespread cement network to maximize our distribution capabilities.

Excluding divested Florida operations, cement shipments of 10.7 million tons were up 9.5 percent, driven by strong demand across most of our markets, some recovery in market share and continued favorable weather conditions. U.S. shipments increased 11.1 percent compared to last year. Canadian shipments improved by 4.9 percent with most of the increases coming from Western Canada.

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Average terminal net price (average selling price per ton less freight to customers) increased by 1.5 percent compared to last year (excluding the foreign exchange impact and Lafarge Florida). Higher prices reflect the impact of two price increases successfully implemented in most of our markets in 2004. Average Canadian cement selling prices were up 1.7 percent year to date, in local currency. U.S. average cement prices increased 1.8 percent as gains from price increases were partially offset by geographic and customer mix.

Gypsum

Our gypsum segment reported operating income of $23.3 million on net sales of $240.5 million, which compared to an operating loss of $8.1 million on net sales of $185.1 million in 2003. Volumes and prices increased, driven by strong demand in the residential market, but were partially offset by higher paper and natural gas prices as well as labor costs.

Sales volume of 1,635 million square feet is up 5.6 percent from the same period last year as demand in the residential construction activity continued to be strong in the U.S. and Canada. Average selling prices increased to $120.8 per msf (thousand square feet), $26 per msf higher than last year, reflecting the full impact of six price increases since August 2003.

Corporate and Other Expenses

Corporate and Other Expenses for the nine months ended September 30, 2004 amounted to an expense of $68.9 million, an increase of $36.3 million from prior year. Results for 2003 include a net nonrecurring gain of $23.4 million, which included a divestment gain of $31.2 million related to the sale of the Detroit cement terminal, a $4.6 million charge primarily related to foreign exchange losses on certain intercompany transactions and $3.2 million of losses associated with our exit from the Western U.S. portable highway paving business. Corporate expenses were higher in 2004 due to increased pension and other postretirement expenses, higher salaries and higher governance and compliance costs.

Income from Managed Assets

During the nine months ended September 30, 2004 and September 30, 2003, we recognized $9.0 million in management fees related to our agreement with Lafarge S.A. to manage certain U.S. cement and construction materials business that Lafarge S.A. obtained in its acquisition of Blue Circle Industries PLC. Gross proceeds from the management of these assets totaled $181.0 million and $152.6 million in 2004 and 2003, respectively, which included pro-rata billings for the annual management fee ($9.0 million), direct payroll, pension and other postretirement costs and allocated selling, general and administrative expenses. Expenses associated with management of these assets were $172.0 million and $143.6 million in 2004 and 2003, respectively.

Interest Expense, Net

Net interest expense of $26.3 million was $13.9 million lower than the prior year. Approximately half of the improvement is due to foreign exchange fluctuations between the U.S. and Canadian dollar. These fluctuations resulted in a $0.8 million currency translation loss on U.S. dollar

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investments in Canada in 2004 compared to $7.0 million currency loss in 2003, a difference of $6.2 million. The balance of the improvement in net interest expense is attributable to a fixed to floating rate swap we entered into during the first quarter of 2004, which resulted in a $3.7 million reduction in interest expense as well as higher interest income from higher invested cash balances.

Income Taxes

For the nine months ended September 30, 2004, we recorded an income tax expense from continuing operations of $108.8 million, $21.3 million higher than prior year. Our effective income tax rate was 35.6 percent in 2004 and 37.0 percent in 2003. The higher effective income tax rate in 2003 resulted from the higher tax rate applicable to the profit on the sale of the Detroit cement terminal as well as higher statutory rates in Canada.

Cumulative Effect of Change in Accounting Principle

Effective January 1, 2003, we adopted Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations.” This statement applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset. The statement requires legal obligations associated with the retirement of long-lived assets to be recognized at their fair value at the time that the obligations are incurred. Upon initial recognition of a liability, that cost should be capitalized as part of the related long-lived asset. The asset is depreciated and the liability is accreted over the useful life of the asset. Most of our asset retirement obligations are incurred as reclamation liabilities related to its mining process. Previously, we accrued for reclamation costs on the units of production basis. Application of the new rules resulted in an increase in net property, plant and equipment of $4.0 million, an increase in the asset retirement obligation liability of $8.8 million, and a pretax cumulative charge of $4.8 million, as of the effective date of January 1, 2003.

Liquidity and Capital Resources

Nine Months Ended September 30, 2004

Net cash of $20.6 million was used in operating activities in the first nine months of 2004 compared with net cash provided from operating activities of $35.9 million during the same period in 2003 representing a change of $56.5 million. The decrease in cash provided by operations reflects increased pension contributions of $80.8 million, which are reflected in the Net change in noncurrent assets and liabilities, and a net increase in working capital due to higher levels of sales partially offset by increased net income from continuing operations.

Net cash used by investing activities was $130.7 million compared to net cash provided by investing activities of $91.7 million representing a change of $222.4 million. Capital expenditures more than doubled during the first nine months of 2004 as compared with 2003, from $86.0 million to $212.1 million, due to increased spending on corporate information technology projects, costs related to the replacement cement terminal in Detroit and timing factors associated with various projects. Capital expenditures (including acquisitions already completed or in process) are expected to be approximately $275 million to $325 million in calendar year 2004. For the 2003 period, net

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cash from investing activities includes proceeds of $123.9 million from the sale of Lafarge Florida Inc. and proceeds of $38.2 million from the sale of the former Detroit cement terminal. Net cash provided by financing activities for the nine months ended September 30, 2004 was $78.2 million compared to net cash consumed by financing activities of $102.4 million for the comparable period in 2003. The change reflects an increase in short-term borrowings in 2004 whereas we repaid short-term borrowings in 2003. Repayments were made in 2003 utilizing cash proceeds received in connection with the two large asset dispositions noted above. Issuance of long-term debt for 2003 includes $47.0 million of proceeds received in connection with the issuance of industrial revenue bonds related to our Kansas City, Missouri plant. Also, proceeds from issuance of equity securities increased to $38.8 million in 2004 from $5.4 million in 2003 primarily due to more employee stock option exercises in 2004.

		Other
		In April 2001, we entered into commercial paper agreements under which we may from time to time issue up to an aggregate principal amount of $300 million in unsecured, short-term promissory notes through private placements. At September 30, 2004, we had $40 million of commercial paper outstanding under the agreements. These borrowings are backed by a $300 million, syndicated, committed revolver that expires in April 2007.

We also have a syndicated, committed revolving 5-year credit facility totaling $300 million extending through April 2007. At September 30, 2004, no amounts were outstanding under the facility. We are required to pay annual commitment fees of 0.125 percent of the total amount of the facility. Borrowings made under the revolving credit facility would bear interest at 0.75 percent over LIBOR and are subject to certain conditions, including the maintenance of certain financial ratios relating to fixed charge coverage and leverage. At September 30, 2004, we were in compliance with these requirements.

Outstanding balances under our $200 million receivables securitization program as of September 30, 2004 and 2003 and December 31, 2003 totaled $75.0 million, $153.2 million and $82.0 million, respectively. Since this program is accounted for as a sale of receivables, the related cash flows are included in net cash provided or used by operations.

At September 30, 2004, we have cash and short-term investments of approximately $534.5 million and cumulative undistributed earnings of approximately $1.33 billion in Lafarge Canada Inc. No provision for U.S. income taxes or Canadian withholding taxes has been made since we intend to reinvest the earnings in Canada and would repatriate the earnings only when possible to do so at minimal additional tax cost. On October 22, 2004, President George W. Bush signed into law The American Jobs Creation Act of 2004. Among other things, the new legislation creates a one-year period in which companies can repatriate certain foreign earnings at a special 5.25% effective rate. Lafarge would also be subject to Canadian withholding tax, which would result in a total effective tax rate of approximately 8 percent to 10 percent including the special legislation rate. Regulations implementing the legislation have not been promulgated yet. Therefore, it is unclear how much, if any, of our foreign earnings could be repatriated under this legislation. We are evaluating the impact and opportunities of the new legislation, including whether the repatriation of our Canadian

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earnings would be feasible. If we make a decision to repatriate earnings in the future, we will incur a one-time charge for income taxes in the period we no longer believe the earnings are indefinitely invested in Canada. We are exposed to foreign currency exchange rate risk inherent in our Canadian revenues, expenses, assets and liabilities denominated in Canadian dollars. The strengthening of the Canadian dollar during the twelve months ended September 30, 2004 has resulted in an increase in shareholders’ equity of $99.6 million resulting from foreign currency translation adjustments.

We are also exposed to interest rate risk through our debt. Historically, we have primarily used fixed-rate debt instruments to reduce the risk of exposure to changes in interest rates. Fixed-rate debt instruments protect us from the impact of a rise in interest rates in the short term, but exposes us to an opportunity cost in the event of a fall in interest rates. To achieve a better balance of fixed and floating interest rates, on February 5, 2004, we entered into a $200 million interest rate swap which effectively converts our $200 million senior notes, maturing in July 2013, from a fixed rate coupon of 6.9 percent to a floating rate coupon at six month LIBOR plus a fixed spread of 2.43 percent. The current semiannual interest rate is 4.29 percent.

We entered into a Management Agreement dated July 11, 2001 with Lafarge S.A. to manage and operate certain U.S. cement and construction materials businesses that Lafarge S.A. obtained in its acquisition of U.K.-based Blue Circle Industries PLC on that date. Pursuant to that agreement, we manage most of Blue Circle’s U.S. businesses, which include five full production cement manufacturing plants, 14 cement terminals, a slag grinding facility, 15 aggregate-producing pits and quarries, 114 ready-mixed concrete plants and several concrete block operations. We also entered into an Option Agreement with Lafarge S.A. dated July 11, 2001, which expires December 31, 2004, pursuant to which we may purchase the assets we manage for a fixed price of $1.4 billion, subject to certain adjustments at the time of the exercise. At the November 2, 2004 meeting of the board of directors, the special committee of independent directors that has been evaluating the matter informed the board that it had decided that such option will not be exercised. The board of directors approved the decision. The terms of the agreement under which Lafarge North America manages the U.S.-based Blue Circle assets will remain unchanged, and the agreement has been renewed for the year 2005. The lapse of this option does not preclude future discussions regarding our potential purchase of these assets.

On November 2, 2004, our Board of Directors approved a new share repurchase program commencing on January 1, 2005 and expiring on December 31, 2005. Under this program, we are authorized to repurchase shares in aggregate up to $60 million. Details regarding the current share repurchase program, which expires on December 31, 2004, may be found in Part II “Other Information”, Item 2 “Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities” of this report.

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Safe Harbor for Forward-Looking Statements

Statements made in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by the context of the statement and generally arise when we are discussing our beliefs, estimates or expectations. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions (“Factors”) that are difficult to predict. Some of the Factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to: the cyclical nature of our business; national and regional economic conditions in the U.S. and Canada; Canadian currency fluctuations; seasonality of our operations; levels of construction spending in major markets; supply/demand structure of our industry; competition from new or existing competitors; unfavorable weather conditions during peak construction periods; changes in and implementation of environmental and other governmental regulations; our ability to successfully identify, complete and efficiently integrate acquisitions; our ability to successfully penetrate new markets; and other Factors disclosed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission. In general, we are subject to the risks and uncertainties of the construction industry and of doing business in the U.S. and Canada. The forward-looking statements are made as of this date, and we undertake no obligation to update them, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information required by this Item is contained in “Liquidity and Capital Resources” in Management’s Discussion and Analysis of Financial Condition and Results of Operations reported in Item 2 of Part I of this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Item 4. Controls and Procedures

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in reasonably assuring the timely accumulation and communication to management of information required to be disclosed in the reports that we file with the SEC.

There was no change in our internal control over financial reporting during the third quarter of 2004 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information presented in Note 15 of the “Notes to Condensed Consolidated Financial Statements (unaudited)” is incorporated herein by reference, pursuant to Rule 12b-23.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities (dollars in thousands, except per share amounts):

(1)

All shares were purchased on the open-market and pursuant to the publicly announced program.

(2)

Includes brokerage commissions.

(3)

On May 5, 2003, we announced that our Board of Directors approved a share repurchase program through December 31, 2004. Under this program, we are authorized to purchase in aggregate up to $50.0 million. On November 2, 2004, we announced that our Board of Directors approved a new share repurchase program commencing on January 1, 2005 and expiring on December 31, 2005. Under this program, we are authorized to repurchase shares in aggregate up to $60 million.

Item 6. Exhibits

	31.1		Certification of Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002
	31.2		Certification of Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002
	32.1		Certification of Chief Executive Officer required by Section 906 of the Sarbanes-Oxley Act of 2002
	32.2		Certification of Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURE

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

	LAFARGE NORTH AMERICA INC.
Date: November 8, 2004	By:	/s/ LARRY J. WAISANEN
		Larry J. Waisanen
		Executive Vice President and Chief Financial Officer

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