Exhibit  4.4


      This  Exhibit  4.4,  for  the form  of  Medusa  Corporation
Performance  Restricted Share Agreement under the 1991  Long-Term
Incentive  Plan  (as  form used for 1995), (which  was  filed  in
February  1996 as an exhibit to the Amendment to Form  S-8,  File
No.   33-46182)  and  is  incorporated  by  reference  into  this
Registration Statement.