SC 14D1/A

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ______________________
                                AMENDMENT NO. 3
                                      TO
                       SCHEDULE 14D-1 (FINAL AMENDMENT)
              Tender Offer Statement Pursuant To Section 14(d)(1)
                    of the Securities Exchange Act of 1934
                                      and
                                 SCHEDULE 13D
                             _____________________
                          LONE STAR INDUSTRIES, INC.
                           (Name of Subject Company)

                            LEVEL ACQUISITION CORP.
                    AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
                         DYCKERHOFF AKTIENGESELLSCHAFT
                                   (Bidders)

                                                         
              COMMON STOCK,
        PAR VALUE $1.00 PER SHARE                                          COMMON STOCK
    (Including the Associated Rights                                    PURCHASE WARRANTS
        to purchase Common Stock)
     (Title of Class of Securities)                               (Title of Class of Securities)
               542290 408                                                    542290 11
  (CUSIP Number of Class of Securities)                       (CUSIP Number of Class of Securities)

  

                                DR. PETER ROHDE
                                 PETER STEINER
                         DYCKERHOFF AKTIENGESELLSCHAFT
                             BIEBRICHER STRASSE 69
                           65203 WIESBADEN, GERMANY
                                49 (0611) 676-0

          (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
           RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
                                with a copy to:
                                THOMAS A. RALPH
                               WILLIAM G. LAWLOR
                                PETER D. CRIPPS
                            DECHERT PRICE & RHOADS
                           4000 BELL ATLANTIC TOWER
                               1717 ARCH STREET
                       PHILADELPHIA, PENNSYLVANIA 19103
                                (215) 994-4000
                              __________________


     This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed September 3, 1999 and the Schedule 13D filed September 3,
1999 (together, as amended and supplemented, the "Schedule 14D-1") relating to
the offer by Level Acquisition Corp., a Delaware corporation (the "Purchaser")
and an indirect  wholly owned subsidiary of Dyckerhoff Aktiengesellschaft, a
corporation formed under the laws of the Federal Republic of Germany ("Parent"),
to purchase (i) all of the outstanding shares of common stock, par value $1.00
per share (the "Shares"), of Lone Star Industries, Inc., a Delaware corporation
(the "Company"), together with the associated rights to purchase common stock
issued pursuant to the Rights Agreement, dated as of November 10, 1994 by and
between the Company and Chemical Bank, as Rights Agent, at a price of $50.00 per
Share, net to the seller in cash, without interest thereon, and (ii) all of the
outstanding Common Stock Purchase Warrants of the Company (the "Warrants"), each
representing the right to purchase two Shares at an exercise price of $18.75 per
Warrant (or $9.375 per Share), issued pursuant to the Warrant Agreement dated as
of April 13, 1994 between the Company and Chemical Bank, as Warrant Agent, for
$81.25 per Warrant, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
September 3, 1999 (the "Offer to Purchase"), and in the related Letters of
Transmittal, (the Offer to Purchase and the Letters of Transmittal, as amended
or supplemented from time to time, together constitute the "Offer").  Unless
otherwise indicated, all capitalized terms used but not defined herein shall
have the meanings assigned thereto in the Offer to Purchase.

     The Schedule 14D-1 is hereby amended and supplemented as follows:

     ITEM 5  Purpose of the Tender Offer and Plans or Proposals of Bidder.

     Following the Effective Time, the Board of Directors of the Surviving
Corporation has been reconstituted and currently consists of Felix Pardo,
William Troutman, Peter Steiner, Philip Magel, Alexander Roentgen and Michael
Clarke. In addition, Mr. Clarke has been named President and Chief Executive
Officer of the Surviving Corporation.

     ITEM 6  Interest in Securities of the Subject Company.

     Based on the final report supplied by the Depositary, 18,329,265 Shares and
2,628,238 Warrants (together representing approximately 94.5% of the Fully
Diluted Shares) were validly tendered and not withdrawn pursuant to the Offer.

     On October 8, 1999, pursuant to the Agreement and Plan of Merger, dated as
of September 2, 1999, by and among the Parent, Purchaser and the Company,
Purchaser merged with and into the Company, with the Company being the surviving
corporation, in accordance with the relevant provisions of the Delaware General
Corporation Law (the "Merger"). Upon the consummation of the Merger, each
outstanding Share (other than Shares (i) held in the treasury of the Company or
owned by any of its subsidiaries, (ii) owned by Purchaser, and (iii) held by
stockholders who properly perfect their dissenters' rights) has been converted
into the right to receive $50.00 in cash. Upon the Effective Time, Parent owned
100% of the outstanding Shares and approximately 98.9% of the Fully Diluted
Shares. Upon the Effective Time, the par value of the Shares became $.01 per
Share.

     On October 4, 1999, the New York Stock Exchange suspended trading in Shares
and Warrants and stated that it would seek approval from the Securities and
Exchange Commission to delist the Shares and Warrants.


     ITEM 10  Additional Information.

     On October 8, 1999, Parent issued a press release announcing the
consummation of the Merger. The full text of the press release is attached
hereto as Exhibit (a)(12) and is incorporated herein by reference.

     ITEM 11  Material to be Filed as Exhibits.

(a)(12) Press Release dated October 8, 1999.











                                   SIGNATURE

     After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated:  October 12, 1999


                               DYCKERHOFF AKTIENGESELLSCHAFT


                               By: /s/ Peter Steiner
                                   ------------------------------
                                   Name:  Peter Steiner
                                   Title: Chief Financial Officer


                               By: /s/ Luis Rauch
                                   ------------------------------
                                   Name:  Luis Rauch
                                   Title: Treasurer


                               LEVEL ACQUISITION CORP.


                               By: /s/ Felix Pardo
                                   ------------------------------
                                   Name:  Felix Pardo
                                   Title: President, Treasurer and Secretary


                               INDEX TO EXHIBITS


EXHIBIT
- -------

(a)(1)  Offer to Purchase, dated September 3, 1999.*

(a)(2)  Letter of Transmittal to Tender Shares of Common Stock.*

(a)(3)  Letter of Transmittal to Tender Warrants to Purchase Common Stock.*

(a)(4)  Notice of Guaranteed Delivery.*

(a)(5)  Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
        Nominees.*

(a)(6)  Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
        Companies and Other Nominees.*

(a)(7)  Guidelines for Certification of Taxpayer Identification Number on
        Substitute Form W-9.*

(a)(8)  Press Release dated September 2, 1999.*

(a)(9)  Summary Advertisement.*

(a)(10) Press Release dated September 16, 1999.*

(a)(11) Press Release dated October 2, 1999.*

(a)(12) Press Release dated October 8, 1999.

(b)(1)  Term Loan Facilities Agreement, dated as of September 1, 1999, by and
        among Parent, Purchaser, Deutsche Bank AG and Dresdner Bank AG.*

(c)(1)  Agreement and Plan of Merger, dated as of September 2, 1999, by and
        among Parent, Purchaser and the Company.*

(c)(2)  Confidentiality Agreement, dated as of July 8, 1999, by and among
        Parent, Dyckerhoff, Inc. and the Company.*

(c)(3)  Tender Agreement, dated as of September 2, 1999, by and among Parent,
        Purchaser and certain stockholders of the Company.*

(d)     None.

(e)     Not applicable.

(f)     None.

*       Previously filed.

EX-99.A12

FOR IMMEDIATE RELEASE
- ---------------------


     Dyckerhoff AG Completes Acquisition of Lone Star Industries, Inc.

WIESBADEN, GERMANY (October 8, 1999) - Dyckerhoff AG (Frankfurt and Luxembourg
Exchanges:  DYK) today announced the completion of its acquisition of Lone Star
Industries, Inc. (NYSE:  LCE) by the merger of Level Acquisition Corp., an
indirect wholly owned subsidiary of Dyckerhoff, into Lone Star.  As a result of
the merger, which was effective today, each share of common stock of Lone Star
not owned by Dyckerhoff or its subsidiaries was converted into the right to
receive $50.00 per share in cash, subject to dissenter's rights.

Dyckerhoff is one of the leading cement and building materials companies in
Europe with sales volume in excess of $2.2 billion.  In the U.S., Dyckerhoff has
a 50 percent share in Glens Falls Lehigh Cement Company servicing the
northeastern part of the U.S.

Lone Star is a producer of cement and ready-mixed concrete.


CONTACT:    William E. Roberts   (203) 969-8600
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