AMENDMENT NO. 1 TO SEPARATION AND DISTRIBUTION AGREEMENT

Exhibit 10.1

AMENDMENT NO. 1 TO
SEPARATION AND DISTRIBUTION AGREEMENT

           This AMENDMENT NO. 1 TO SEPARATION AND DISTRIBUTION AGREEMENT (this “Amendment”) is made as of July 27, 2005 by and between Texas Industries, Inc. (“TXI”) , a Delaware corporation, and Chaparral Steel Company (“Chaparral”) , a Delaware corporation, and, as of the date hereof, a wholly-owned subsidiary of TXI.

          WHEREAS, TXI and Chaparral have previously entered into the Separation and Distribution Agreement dated as of July 6, 2005 (the “Agreement”).

          WHEREAS, the parties have determined that it would be advisable to amend Section 5.14(a) of the Agreement as provided herein.

          NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto hereby agree as follows:

1.        Definitions.   All terms not defined in this Amendment are used as defined in the Agreement.

2.        Amendment.   Section 5.14(a) of the Agreement is hereby amended and replaced in its entirety by the following:

(a)     Unexercisable Options.   Each outstanding option to purchase TXI Common Stock that is held by a Chaparral Business Employee or a Chaparral director (a “TXI Option”) shall, to the extent such TXI Option is not exercisable as of the Cessation Time, be cancelled and replaced with a substitute option granted by Chaparral to purchase from Chaparral shares of Chaparral Common Stock (a “Substitute Option”).  The number of shares of Chaparral Common Stock subject to each Substitute Option and the exercise price per share will be calculated in