Exhibit  4.5


      This  Exhibit 4.5, for the form of Medusa Corporation Stock
Option 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.