SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarter Ended

SEPTEMBER 30, 1998

Commission File Number 1-12984

[COMPANY LOGO]

CENTEX CONSTRUCTION PRODUCTS, INC.

A Delaware Corporation

IRS Employer Identification No. 75-2520779
3710 Rawlins, Suite 1600 LB 78
Dallas, Texas 75219
(214) 559-6514

The registrant has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months and has
been subject to such filing requirements for the past 90 days.
- --------------------------------------------------------------------------------
As of the close of business on November 6, 1998, 20,318,677 shares of Centex
Construction Products, Inc. common stock were outstanding.
- --------------------------------------------------------------------------------

CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES

FORM 10-Q TABLE OF CONTENTS

SEPTEMBER 30, 1998

PAGE
----

PART I. FINANCIAL INFORMATION (UNAUDITED)

ITEM 1. Consolidated Financial Statements 1

Consolidated Statements of Earnings for the
Three Months Ended September 30, 1998 and 1997 2

Consolidated Statements of Earnings for the
Six Months Ended September 30, 1998 and 1997 3

Consolidated Balance Sheets as of September 30, 1998
and March 31, 1998 4

Consolidated Statements of Cash Flows for the
Six Months Ended September 30, 1998 and 1997 5

Notes to Consolidated Financial Statements 6-7

ITEM 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 7-12

PART II. OTHER INFORMATION

ITEM 4. Submission of Matters to a Vote of Security Holders 12

ITEM 6. Exhibits and Reports on Form 8-K 13

SIGNATURES 14

CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES

PART 1. FINANCIAL INFORMATION

CONSOLIDATED FINANCIAL STATEMENTS

ITEM 1.

The consolidated financial statements include the accounts of Centex
Construction Products, Inc. and subsidiaries ("CXP" or the "Company"), and have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested that these unaudited consolidated financial
statements are read in conjunction with the consolidated financial statements
and the notes thereto included in the Company's latest Annual Report on Form
10-K. In the opinion of the Company, all adjustments necessary to present fairly
the information in the following unaudited consolidated financial statements of
the Company have been included. The results of operations for such interim
periods are not necessarily indicative of the results for the full year.

-1-

CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(dollars in thousands, except per share data)
(unaudited)

September 30,
------------------------------
For the Three Months Ended 1998 1997
------------ ------------

REVENUES
Cement .............................. $ 45,393 $ 43,826
Gypsum Wallboard .................... 34,876 28,962
Concrete/Aggregates ................. 12,818 11,643
Other, net .......................... 439 523
Less Intersegment Sales ............. (1,750) (1,542)
------------ ------------

91,776 83,412
------------ ------------

COSTS AND EXPENSES
Cement .............................. 27,270 26,590
Gypsum Wallboard .................... 20,845 20,048
Concrete/Aggregates ................. 10,349 10,064
Less Intersegment Purchases ......... (1,750) (1,542)
Corporate General
& Administrative .............. 905 899
Interest Income, net ................ (811) (352)
------------ ------------

56,808 55,707
------------ ------------

EARNINGS BEFORE INCOME TAXES ................. 34,968 27,705

Income Taxes ........................ 12,590 9,935
------------ ------------

NET EARNINGS ................................. $ 22,378 $ 17,770
============ ============

EARNINGS PER SHARE:
BASIC ............................... $ 1.06 $ 0.81
============ ============
DILUTED ............................. $ 1.05 $ 0.80
============ ============

AVERAGE SHARES OUTSTANDING:
BASIC ............................... 21,103,422 22,002,974
============ ============
DILUTED ............................. 21,249,431 22,201,859
============ ============

CASH DIVIDENDS PER SHARE ..................... $ 0.05 $ 0.05
============ ============

See notes to unaudited consolidated financial statements.

-2-

CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(dollars in thousands, except per share data)
(unaudited)

September 30,
------------------------------
For the Six Months Ended 1998 1997
------------ ------------

REVENUES
Cement ...................................... $ 82,923 $ 82,237
Gypsum Wallboard ............................ 67,037 58,822
Concrete/Aggregates ......................... 24,183 21,885
Other, net .................................. 843 1,248
Less Intersegment Sales ..................... (3,364) (2,826)
------------ ------------

171,622 161,366
------------ ------------

COSTS AND EXPENSES
Cement ...................................... 52,175 53,142
Gypsum Wallboard ............................ 40,845 39,487
Concrete/Aggregates ......................... 19,874 19,020
Less Intersegment Purchases ................. (3,364) (2,826)
Corporate General
& Administrative ......................... 1,776 1,836
Interest Income, net ........................ (1,613) (404)
------------ ------------

109,693 110,255
------------ ------------

EARNINGS BEFORE INCOME TAXES ......................... 61,929 51,111

Income Taxes ................................ 22,296 18,244
------------ ------------

NET EARNINGS ......................................... $ 39,633 $ 32,867
============ ============

EARNINGS PER SHARE:
BASIC ....................................... 1.86 $ 1.49
============ ============
DILUTED ..................................... 1.85 $ 1.48
============ ============

AVERAGE SHARES OUTSTANDING:
BASIC ....................................... 21,263,355 21,995,917
============ ============
DILUTED ..................................... 21,415,830 22,179,181
============ ============

CASH DIVIDENDS PER SHARE ............................. $ 0.10 $ 0.10
============ ============

See notes to unaudited consolidated financial statements.

-3-

CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

September 30, March 31,
1998 1998
--------- ---------
(Unaudited) (*)

ASSETS
- ------

Current Assets
Cash and Cash Equivalents ............. $ 56,742 $ 62,090
Accounts & Notes Receivables, net ..... 45,315 36,669
Inventories ........................... 28,270 32,537
--------- ---------
Total Current Assets ............ 130,327 131,296
--------- ---------

Property, Plant and Equipment ............ 380,668 366,353
Less Accumulated Depreciation ......... (160,327) (153,444)
--------- ---------
Property, Plant & Equipment, net 220,341 212,909

Notes Receivable, net .................... 844 935

Other Assets ............................. 5,322 5,972
--------- ---------
$ 356,834 $ 351,112
========= =========

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------

Current Liabilities
Accounts Payable ...................... $ 17,989 $ 18,404
Accrued Liabilities ................... 35,601 35,095
Current Portion of Long-term Debt ..... 80 80
Income Taxes Payable .................. 3,945 --
--------- ---------
Total Current Liabilities ....... 57,615 53,579
--------- ---------

Long-term Debt ........................... 480 480

Deferred Income Taxes .................... 21,312 22,250

Stockholders' Equity
Common Stock, Par Value $0.01;
Authorized 50,000,000 Shares;
Issued and Outstanding
20,665,102 and 21,525,148 Shares,
Respectively .................... 207 215
Capital in Excess of Par Value ........ 95,503 130,413
Retained Earnings ..................... 181,717 144,175
--------- ---------
Total Stockholders' Equity ............... 277,427 274,803
--------- ---------
$ 356,834 $ 351,112
========= =========

*From audited financial statements.

See notes to unaudited consolidated financial statements.

-4-

CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)

September 30,
----------------------
For the Six Months Ended 1998 1997
-------- --------

CASH FLOWS FROM OPERATING ACTIVITIES
Net Earnings ............................. $ 39,633 $ 32,867
Adjustments to Reconcile Net
Earnings to Net Cash Provided
by Operating Activities -
Depreciation, Depletion
and Amortization ....... 7,665 8,024
Deferred Income Tax
(Benefit) Provision .... (938) 216
Increase in Accounts & Notes
Receivable ........................ (8,555) (8,342)
Decrease in Inventories .................. 4,267 5,778
Increase in Accounts Payable
& Accrued Liabilities ............. 91 5,063
Decrease (Increase) in
Other, net ........................ 913 (244)
Increase in Income Taxes Payable ......... 3,945 4,614
-------- --------
47,021 47,976
-------- --------

CASH FLOWS FROM INVESTING ACTIVITIES
Property, Plant and Equipment
Additions, net .................... (15,314) (4,888)
-------- --------
(15,314) (4,888)
-------- --------

CASH FLOWS FROM FINANCING ACTIVITIES
Dividends Paid to Shareholders ........... (2,137) (2,199)
Retirement of Common Stock ............... (37,797) (3,161)
Proceeds from Stock Option
Exercises ......................... 2,879 4,235
Decrease in Notes Payable ................ -- (2,000)
-------- --------
(37,055) (3,125)
-------- --------

NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS ......................... (5,348) 39,963
CASH AT BEGINNING OF PERIOD ................ 62,090 4,812
-------- --------

CASH AT END OF PERIOD ...................... $ 56,742 $ 44,775
======== ========

See notes to unaudited consolidated financial statements.

-5-

CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998

(A) A summary of changes in stockholders' equity is presented below.

Capital in
Common Excess of Retained
Stock Par Value Earnings Total
---------- ---------- ---------- ----------
(dollars in thousands)

Balance, March 31, 1997 $ 220 $ 147,212 $ 92,004 $ 239,436
Net Earnings -- -- 56,533 56,533
Stock Option Exercises -- 6,727 -- 6,727
Dividends Paid to Shareholders -- -- (4,362) (4,362)
Retirement of Common stock (5) (23,526) -- (23,531)
---------- ---------- ---------- ----------
Balance March 31, 1998 215 130,413 144,175 274,803
Net Earnings -- -- 39,633 39,633
Stock Option Exercises -- 2,879 -- 2,879
Dividends Paid to Shareholders -- -- (2,091) (2,091)
Retirement of Common Stock (8) (37,789) -- (37,797)
---------- ---------- ---------- ----------
BALANCE SEPTEMBER 30, 1998 $ 207 $ 95,503 $ 181,717 $ 277,427
========== ========== ========== ==========

(B) Inventories:

Inventories are stated at the lower of average cost (including
applicable material, labor, depreciation, and plant overhead) or market.
Inventories consist of the following:

Unaudited Audited
Sept. 30, March 31,
1998 1998
--------- ---------
(dollars in thousands)

Raw Materials and Materials-in-Progress $ 6,761 $ 8,478
Finished Cement 3,626 5,169
Aggregates 1,505 1,830
Gypsum Wallboard 1,573 2,020
Repair Parts and Supplies 14,178 14,121
Fuel and Coal 627 919
------- -------
$28,270 $32,537
======= =======

-6-

CENTEX CONSTRUCTION PRODUCTS, INC.

In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings Per Share" ("SFAS No. 128"). SFAS No. 128, which
simplifies the standards for computing and presenting earnings per share, became
effective for periods ending after December 15, 1997. Accordingly, earnings per
share as previously reported have been restated to conform to the new standard.
Basic earnings per share were computed using the average number of common shares
outstanding in each of the three and six month periods ended September 30, 1998
and 1997. Diluted earnings per share for this three and six months ended
September 30, 1998 and 1997 assume the dilutive impact of stock options.

(D) New Accounting Standards:

Effective April 1, 1998, the Company adopted Statement of Financial
Accounting Standards: Statement No. 130, "Reporting Comprehensive Income,"
("SFAS No. 130). SFAS No. 130 establishes standards for reporting and displaying
comprehensive income and its components. There are no items that the Company is
required to recognize as components of comprehensive income.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION

RESULTS OF OPERATIONS

The Company reported the highest earnings and revenues in its history
for both the quarter ended September 30, 1998, the second quarter of fiscal
1999, and for the first six months of fiscal 1999. Revenues for the second
quarter of fiscal 1999 totaled $91,776,000, a 10% increase over revenues of
$83,412,000 for the same quarter last year. CXP's net earnings for the quarter
ended September 30, 1998 were $22,378,000, a 26% increase over $17,770,000 for
the same quarter last year. Diluted earnings per share for this year's quarter
of $1.05 increased 32% over $0.80 per diluted share for the same quarter in
fiscal 1998.

For the six months ended September 30, 1998, CXP's net earnings
increased 21% to a record $39,633,000 or $1.85 per diluted share from
$32,867,000 or $1.48 per diluted share for the same period a year ago. Revenues
for the six months rose 6% to $171,622,000 from $161,366,000 for the same period
in the prior fiscal year. Diluted earnings per share for the quarter and six
months increased more than net earnings due to fewer average shares outstanding
in the current periods versus the same periods a year ago. The quarter's and six
months earnings gain resulted from increased earnings in each of the Company's
business segments. A strong national economy has resulted in cement and gypsum
wallboard consumption for the first nine months of 1998 exceeding last year's
same period record consumption rates.

-7-

The following table compares sales volume, average unit sales prices
and unit operating margins for each of the Company's operations:

Gypsum
Cement Wallboard Concrete Aggregates
(Ton) (MSF) (Cubic Yard) (Ton)
-------------------- -------------------- -------------------- --------------------
Three Months Ended Sept. 30, 1998 1997 1998 1997 1998 1997 1998 1997
- ---------------------------- -------- -------- -------- -------- -------- -------- -------- --------

Sales Volume (M) 652 663 295 268 191 188 808 681

Average Net Sales Price $ 69.69 $ 66.08 $ 118.55 $ 107.93 $ 50.09 $ 47.36 $ 4.06 $ 4.03

Operating Margin (1) $ 27.82 $ 25.99 $ 47.69 $ 33.22 $ 8.96 $ 7.24 $ 0.95 $ 0.32

Six Months Ended Sept. 30,
- --------------------------

Sales Volume (M) 1,203 1,258 577 544 375 344 1,440 1,420

Average Net Sales Price $ 68.94 $ 65.37 $ 116.27 $ 108.23 $ 48.96 $ 47.33 $ 4.04 $ 3.95

Operating Margin (1) $ 25.56 $ 23.13 $ 45.43 $ 35.57 $ 8.23 $ 6.68 $ 0.85 $ 0.40

- -----------------------
(1) Segment operating margins represent revenues less direct operating
expenses, segment depreciation, and segment selling, general and
administrative expenses.

Cement revenues for the current quarter totaled $45,393,000, up 4% from
$43,826,000 for the same quarter in the prior year. Operating earnings were
$18,123,000, a 5% increase over $17,236,000 for the same quarter last year. A
combination of higher operating margins due to a 5 1/2% increase in average net
sales prices partially offset by 11,000 tons less sales volume and a $1.78 per
ton increase in cost of sales accounted for the quarterly operating earnings
gain. Average cement sales price of $69.69 per ton improved $3.61 per ton over
prior year's quarter as a result of increasing prices in all of the Company's
sales regions during the previous twelve months. Cement cost of sales increased
over prior year's quarter mostly due to higher maintenance and repair costs.

For the current six months, Cement revenues were $82,923,000 million, a
1% increase over $82,237,000 for the same period a year ago. Operating earnings
from Cement were $30,748,000, up 6% from 29,095,000 for the similar period last
year. The operating earnings gain resulted from higher operating margins
partially offset by lower sales volume. Cement sales volume of 1,203,000 tons
was 4% lower than sales volume for the first six months of fiscal 1998. While
all of CXP's cement plants continue to produce clinker at capacity, the quantity
of finished cement available to sell this year has been hampered by lower
finished cement production earlier in the fiscal year and the delayed start of
contract work. Demand continues to be strong in all of the Company's cement
markets and the Company expects fiscal 1999 to be another "sold out" year.

Gypsum Wallboard revenues of $34,876,000 for the quarter increased 20%
over revenues of $28,962,000 for the same quarter in the prior fiscal year.
Operating earnings for the quarter were $14,031,000, up 57% over $8,914,000 for
the same period last year. Increased sales volume and higher operating margins
resulted in the quarterly gain. Sales volume of 295 million square feet ("MMSF")
for this year's quarter was 27 MMSF or 10% higher than 268 MMSF sold during the
prior year's quarter. National wallboard consumption for the first nine months
of calendar 1998 was at a record pace as single-family home construction
remained strong. Supported by strong demand and a mid-September price increase
the Company's average net sales price for the quarter was $118.55 per thousand
board feet ("MSF"), 10% higher than

-8-

$107.93 per MSF for the same quarter last year. The September price increase
resulted in average net pricing of approximately $121.00 per MSF at quarter end.

For the current six month period, Gypsum Wallboard revenues were
$67,037,000, a 14% increase over $58,822,000 for the same period a year ago.
Operating earnings from Gypsum Wallboard rose 35% to $26,192,000 for the first
six months of this fiscal year from $19,335,000 for last year's similar period.
The operating earnings gain resulted from increased sales volume and a 28%
increase in operating margins. Gypsum Wallboard sales volume for the six months
increased 6% to 577 MMSF due to increased plant efficiencies. The gain in
operating margins resulted from the combination of a 7% sales price increase and
a 2 1/2% reduction in cost of sales.

Revenues from Concrete and Aggregates were $12,818,000 for the quarter
this fiscal year, up 10% from $11,643,000 for the same quarter a year ago.
Concrete and Aggregates reported operating earnings for the quarter of
$2,469,000, up 56% from $1,579,000 for the same quarter last year. Concrete
earnings this year increased 26% to $1,707,000 from last year's comparable
quarter mainly due to higher sales prices. Concrete sales volume for the quarter
this year was 191,000 cubic yards, compared to 188,000 cubic yards for the same
quarter last year. The Company's average Concrete net sales price of $50.09 per
cubic yard for the current quarter was 6% higher than $47.36 per cubic yard for
the same quarter a year ago. Higher sales prices at both concrete operations
resulted in the sales price gain. Aggregates earnings of $762,000 increased 248%
from prior year's quarter due to higher operating margins and a 19% increase in
sales volume. The Company's Aggregates operation reported sales volume of
808,000 tons for the quarter this year, 19% above sales volume of 681,000 tons
for the same quarter last year. Sales volume increased as a result of increased
crushed products sales volume at both the California and Texas operations.
Product mix and higher net sales prices resulted in average aggregates pricing
of $4.06 per ton for this year's quarter versus $4.03 per ton for the same
quarter a year ago. Cost of sales declined $0.60 per ton due to lower production
cost and less legal fees this year.

For the six months, Concrete and Aggregates revenues were $24,183,000
this fiscal year, up 11% from $21,885,000 for the same period last year.
Operating earnings were $4,309,000 for the six months this year, a 50% increase
over $2,865,000 for the same period last year. Concrete earnings of $3,085,000
increased 34% due to higher sales volume and improved operating margins. Sales
volume of 375,000 cubic yards for the first six months of fiscal 1999 was 9%
above prior year's six month total due to a strong Texas residential market.
Aggregates operating earnings for the six months this year were $1,224,000, up
116% over the same period last year. Increased operating margins due to higher
net sales prices and reduced cost of sales resulted in the improvement

Other Income of $439,000 and $843,000 for the quarter and six months
decreased $84,000 and $405,000, respectively, from the prior year's quarter and
six months. The six months decline is due to lower trucking income this year.
Other Income includes clinker sales income, non-inventoried aggregates income,
trucking income, asset sales and other miscellaneous income and cost items.

Net Interest Income for this year's quarter and six months was $459,000
and $1,209,000 above last year's quarter and six months Net Interest Income of
$352,000 and $404,000, respectively, due to higher cash balances during this
year's current periods.

-9-

STOCK REPURCHASE PROGRAM

Reflecting on the Company's continuing confidence in its future
performance, CXP's Board of Directors during the quarter authorized the
repurchase of an additional one million shares of the Company's stock, bringing
to four million shares the cumulative total authorized to be repurchased since
becoming publicly held in April 1994. The Company repurchased 616,000 shares
from the public during the second quarter and 348,000 shares since the end of
the quarter, bringing total shares repurchased from the public since March 31,
1998 to 1,337,500. Centex Corporation now owns approximately 58.9% of the
outstanding shares of CXP common stock. There are approximately 747,000 shares
remaining under the Company's current authorization.

FINANCIAL CONDITION

The Company has a four year $35 million unsecured revolving credit
facility that expires on March 31, 2001 to finance its working capital and
capital expenditures requirements. Based on its financial condition and a
virtually debt free balance sheet at September 30, 1998, the Company believes
that its internally generated cash flow coupled with funds available under the
credit facilities will enable CXP to provide adequately for its current
operations and future growth.

Working capital at September 30, 1998 was $72.7 million, down from
$77.7 million at March 31, 1998. The decrease resulted mainly from a $5.3
million reduction in cash due to capital expenditures and stock repurchases
exceeding six months cash flow from operating activities of $47.0 million by
$6.1 million. Stock repurchases during the six months amounted to $37.8 million.
Capital spending of $15.3 million for this year's six months is up $10.4 million
over prior year's six months as a result of expenditures relating to the three
previously announced expansion projects currently under way. Cash payments for
income taxes totaled $17.4 million and $11.8 million in the first six months of
fiscal 1999 and 1998, respectively.

YEAR 2000 COMPLIANCE

The Company has a variety of operating systems, computer software
program applications, computer hardware equipment and other equipment with
embedded electronic circuits, including applications used in the Company's
financial business systems, manufacturing processes and administrative functions
(collectively, the "Systems"). To the extent that the Systems are unable to
interpret appropriately the upcoming calendar year 2000, some level of
modification or possible replacement will be necessary.

From fiscal 1995 through the present, the Company in its normal course
of business has replaced, upgraded or changed substantially all of its business
systems and administrative hardware and software. Such replacements, upgrades
and changes occurred primarily for reasons unrelated to Year 2000
non-compliance, and have not been accelerated to any material extent as a result
of Year 2000 non-compliance. The Company has evaluated and tested critical
financial Systems for Year 2000 compliance. A small number of these Systems were
found to be non-compliant, and

-10-

13
the replacement or upgrading of any non-compliant items is expected to be
completed by March 31, 1999. Currently, the Company is in the assessment phase
concerning non-financial Systems with some remediation and testing taking place.
The assessment phase is estimated to be completed during the third quarter of
fiscal year 1999. Also, the Company is developing a contingency plan that is
scheduled to be completed by the fourth quarter of fiscal year 1999. The Company
has established a goal of September 30, 1999 for completing assessment,
remediation and testing.

To date, expenses associated with Year 2000 compliance have been
minimal. Since the Company's manufacturing operations are not highly automated,
the Company believes that the total cost to correct remaining Year 2000
non-compliance issues will not be material. Internally generated cash has been,
and the Company anticipates that it will continue to be, sufficient to fund the
expenditures.

The Company believes that a material adverse effect of the Year 2000
issue on the Company is highly unlikely. Nevertheless, it is not possible to
anticipate all possible future outcomes or accurately determine the effects upon
the Company's operations, business or financial condition, because the Year 2000
issue is far-reaching and consequences are dependent on many factors, some of
which are not completely within the Company's control. If third party providers,
due to the Year 2000 issue, fail to provide the Company with components or
materials which are necessary to manufacture its products, with sufficient
electrical power and other utilities to sustain its manufacturing process, or
with adequate, reliable means of transporting its products to its customers,
then any such failure could have a material adverse effect on the business,
operations and financial performance of the Company. The amount of potential
liability and lost revenue has not been estimated. Currently, the Company is not
aware of any significant third party providers or customers that are not Year
2000 compliant. In order to address the potential Year 2000 non-compliance by
third parties affecting the Company's operations, the Company will continue to
survey its key customers and third party providers asking them to respond with
their Year 2000 plans. If the Company finds a third party whose lack of Year
2000 readiness would have a substantial impact on the Company's operations, the
Company will take corrective action.

Certain statements in this section, other than historical information,
are "forward-looking" statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements involve risks and uncertainties,
including the ability of third parties to correct material non-compliant
systems, the ability of the Company to remediate any Year 2000 non-compliance
issues, and the Company's assessment of the impact of the Year 2000 issue on the
Company's financial results and operations.

-11-

OUTLOOK

Key drivers of demand for the Company's products, such as consumer
confidence, employment rates and interest rates, all remain at favorable levels.
Assuming no significant change in overall economic climate, and given the
current and anticipated levels of pricing, the Company should post its fifth
consecutive year of record financial performance.

The Albuquerque gypsum wallboard plant did not operate between
September 28 and October 8, 1998 to allow installation of the new board line and
dryer. The project was ahead of schedule and on budget. In July, the Illinois
cement plant broke ground on a project to construct a new 4,000 horse power
finish mill, which will come on-line in mid-calendar 1999.

FORWARD-LOOKING STATEMENTS

The information contained in this Report includes forward-looking
statements involving a number of risks and uncertainties. Forward-looking
statements may be identified by the context of the statement and generally arise
when the Company is discussing its beliefs, estimates or expectations. In
addition to the factors discussed elsewhere in this document, other determinants
that could cause actual results to differ from the anticipated results or other
expectations expressed in the Company's forward-looking statements include
increases in short- and/or long-term interest rates or changes in the
relationship between short- and long-term interest rates; changes in general
market conditions; decline or growth in home building and other construction
industries; changes in public infrastructure expenditures; competition in
the local markets in which the Company, through it subsidiaries, conducts
business; changes in the economy in general; changes in governmental
regulation; and the cost and availability of raw materials. These and other
factors are described in the Annual Report on Form 10-K of Centex Construction
Products, Inc. for the fiscal year ended March 31, 1998.
The report is filed with the Securities and Exchange Commission.

PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On July 16, 1998, CXP held its Annual Meeting of Stockholders. At the
Annual Meeting, Robert L. Clarke, O. G. Dagnan, Laurence E. Hirsch, David W.
Quinn, and Harold K. Work were elected as directors to serve until the next
Annual Meeting of Stockholders. Voting results for these nominees are summarized
as follows:

Number of Shares
----------------
Name For Withheld
---- ---------- --------

Robert L. Clarke 18,908,964 326,778
O. G. Dagnan 18,908,964 326,778
Laurence E. Hirsch 18,908,964 326,778
David W. Quinn 18,908,964 326,778
Harold K. Work 18,932,864 302,875

-12-

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

27 - Financial Data Schedule

(b) Reports on Form 8-K

The Registrant filed no reports on Form 8-K during
the quarter ended September 30, 1998.

All other items required under Part II are omitted because they are not
applicable.

-13-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

CENTEX CONSTRUCTION PRODUCTS, INC.
----------------------------------
Registrant

November 12, 1998 /s/ O.G. DAGNAN
------------------------------------
O.G. Dagnan
Chairman and Chief Executive Officer

November 12, 1998 /s/ ARTHUR R. ZUNKER, JR.
------------------------------------
Arthur R. Zunker, Jr.
Senior Vice President-Finance and Treasurer
(principal financial and
chief accounting officer)

-14-

EXHIBIT INDEX

Exhibit
Number Description
- ------ -----------

27 Financial Data Schedule