EXHIBIT 5.4
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INTERNAL REVENUE SERVICE                           DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
31 HOPKINS PLAZA
BALTIMORE, MD 21201-0000

                                      Employer Identification Number:
Date:  JAN 02 1996                       51-0332232
                                      File Folder Number:
HANSON NATURAL RESOURCES COMPANY         521047499
  C/O HANSON INDUSTRIES               Person to Contact:
C/O A. DOUGLAS P. CRAIG, ESQ             SYLVAN J OPPENHEIMER
C/O CRAIG & ELLS                      Contact Telephone Number:
28 WEST 44TH ST., SUITE 1603             (410) 962-3645
NEW YORK, NY 10036                    Plan Name:
                                       LEE RANCH COAL COMPANY RETIREMENT &
                                       SAVINGS PLAN FOR HOURLY EMPLOYEES
                                      Plan Number: 203


Dear Applicant:

   We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your
permanent records.

   Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation
periodically.

   The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the
qualified status of your employee retirement plan, and provides information
on the reporting requirements for your plan. It also describes some events
that automatically nullify it. It is very important that you read the
publication.

   This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other
federal or local statutes.

   This determination is subject to your adoption of the proposed
amendments submitted in your letter dated December 4, 1995. The proposed
amendments should be adopted on or before the date prescribed by the
regulations under Code section 401(b).

   This determination applies to plan year(s) beginning after December 31,
1992.

   This determination letter is applicable for the amendment(s) adopted on
December 31, 1993.

   This determination letter is also applicable for the amendment(s)
adopted on October 1, 1993.

   This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.

   This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise
specified in this letter.



                                                         Letter 835 (DO/CG)




                                  -2-

HANSON NATURAL RESOURCES COMPANY


   This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's
coverage group consists of those employees treated as currently benefiting
for purposes of demonstrating that the plan satisfies the minimum coverage
requirements of section 410(b) of the Code.

   This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.

   We have sent a copy of this letter to your representative as indicated
in the power of attorney.

   If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.

                                 Sincerely yours,

                                 /s/ Paul M. Hunington

                                 District Director

Enclosure(s)
Publication 794




                                                         Letter 835 (DO/CG)