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  Form S-8,  File No. 
33-46182) and is incorporated by reference into this Registration Statement.