April 24, 2006

Via Facsimile ((214) 999-1605) and U.S. Mail

S. Talmadge Singer II, Esq.
Thompson & Knight L.L.P.
1700 Pacific Avenue, Suite 3300
Dallas TX  75201

	Re:	Texas Industries, Inc.
		TXI Capital Trust I
		Schedule TO-I
		Filed April 12, 2006
		File No. 005-51233

Dear Mr. Singer:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedule TO-I
1. Provide an analysis supporting your conclusion that the
exemption
provided by section 3(a)(9) of the Securities Act of 1933 is
available for this transaction.  In this regard, explain why you
believe that the trust and Texas Industries are the same issuer
for
purposes of the section 3(a)(9) exemption.  We note additionally
the
additional payment being made to tendering security holders above
that which would paid to security holders who redeemed their
securities under the terms of the trust agreement.
2. We note your solicitation of consents to amend the trust
agreement.  Provide an analysis supporting your conclusion that
Regulation 14A is not applicable to this solicitation.

Item 10.  Financial Statements
3. It appears that certain financial information has been
incorporated by reference to satisfy Item 1010(a) of Regulation M-
A.
Please provide the pro forma financial information pursuant to
Item
1010(b) of Regulation M-A, if applicable, and the complete
summarized
financial information as required by Instruction 6 to Item 10 of
Schedule TO.  Please advise us regarding whether you intend to
disseminate that information to security holders.  Refer to
telephone
interpretation H.7 in the July 2001 supplement to our "Manual of
Publicly Available Telephone Interpretations" that is available on
the Commission`s website at www.sec.gov  for additional guidance.

Offer to Exchange

Summary of the Offer and Consent Solicitation, page 1
4. Please provide a summary of all the terms of the tender offer.
We
note, for example, that the offer may have certain conditions
described in the section "Termination of Offer and Consent
Solicitation" on page 20.  In this respect, it appears that unless
a
majority of the subject securities are tendered, you will not
accept
any tendered securities.  If this is true, please state so in this
summary.

Summary of Additional Terms, page 4
5. Please revise the language in the last paragraph of page 4 that
states that you will deliver the common stock to the exchange
agent
"as promptly as practicable" after the expiration of the offer to
state that you will deliver those securities "promptly," as
required
by Rule 13e-4(f)(5).  Please make a similar revision in the
response
to "When will I receive the common stock...?" on page 8.
6. In the response to "Will I have to pay any fees or commissions
if
I tender my trust securities?", please clarify what fees and
commissions, if any, a security holder would incur if it held the
securities other than through a broker or other nominee.

Risk Factors

Holders of Trust Securities who participate in the exchange offer,
page 15
7. Please describe briefly the "contractual and legal rights"
security holders will lose upon tendering their securities.

In the future, we may acquire any Trust Securities that are not
tendered, page 16
8. Clarify your current intent as to the future purchases
described
in this risk factor, including, if known, information about
pricing.
Please make a similar revision in the section titled "Purchases of
Trust Securities by Us" on page 26.

The Offer and Consent Solicitation

Terms of the Offer and Consent Solicitation, page 19
9. The second bullet point in the penultimate paragraph in this
page
indicates that the company may terminate the offer at any time for
any reason in its sole discretion.  The right to terminate the
offer
for any reason would render the offer illusory.  Please revise to
eliminate this right or clarify here and throughout you offer
document and letter of transmittal.

Termination of the Offer and Consent Solicitation, page 20
10. It appears that the disclosure in the bullet points describes
conditions to the offer.  If so, please identify them as such and
clarify the meaning of (i) a material impairment to your ability
to
complete the current transaction and (ii) a material adverse
change
or development.  Note that conditions may not be subject to your
sole
discretion and that you should include a reasonableness standard.
The ability of the issuer to determine, in its sole discretion,
whether a condition has occurred may render the offer illusory.

Material United States Federal Income Tax Considerations, page 29
11. Provide an analysis supporting your reference to Treasury
Department Circular 230 or delete the legend.  Also, while you may
recommend that security holders consult their individual tax
advisors
with respect to their particular tax consequences, you may not
"urge"
them to do so.  Please revise here and elsewhere in your offer
document.

Interests of Directors and Officers, page 34
12. With respect to your disclosure in the last paragraph of page
34,
please tell us why you need to qualify your disclosure "to the
best
of [your] knowledge."  What prevents you from knowing and
disclosing
this information?  Please explain or delete the qualifier.

Description of Capital Stock, page 28
13. Please provide an explanation of any material differences in
the
rights of common stock holders and trust security holders as a
result
of the transaction.  Refer to Item 1004(a)(1)(x) of Regulation M-
A.

Incorporation of Documents by Reference, page 36
14. We note that you attempt to incorporate by reference into the
offer document all filings made while your offer is pending.
However, Schedule TO does not expressly authorize such "forward
incorporation by reference." Rather, General Instruction F
specifies
how you may incorporate by reference in a Schedule TO.

Letter of Transmittal
15. Refer to your requirement that a tendering security holder
acknowledge that the issuance of the common stock is exempt from
registration pursuant to Section 3(a)(9) of the Securities Act
(penultimate paragraph of the letter a tendering security holder
would deliver to you).  The request is inappropriate and should be
deleted.
16. Please clarify the first sentence in the second paragraph of
the
second page of the letter referred to immediately above.  It
appears
that some words may be missing.

Exhibit (a)(5)
17. You stated in this press release that the discussion therein
contains forward-looking statements within the meaning of the
Private
Securities Litigation Reform Act of 1995.  Note that the safe
harbor
protections for forward-looking statements contained in the
federal
securities laws do not apply to statements made in connection with
a
tender offer.  See Section 21E(b)(2)(C) of the Securities Exchange
Act of 1934 and Regulation M-A telephone interpretation M.2
available
at www.sec.gov in the July 2001 Supplement to the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations.  Please confirm that you will avoid making
reference
to that Act in all future communications in connection with the
tender offer.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	In connection with responding to our comments, please
provide,
in writing, a statement from each filing person acknowledging
that:

* the filing person is responsible for the adequacy and accuracy
of
the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the filing person may not assert staff comments as a defense in
any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

						Sincerely,



						Daniel F. Duchovny
						Special Counsel
						Office of Mergers and Acquisitions

S. Talmadge Singer II, Esq.
Thompson & Knight L.L.P.
April 24, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE