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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

OR

For the transition period from                      to                     

Commission File Number 1-4887

TEXAS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (972) 647-6700

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the registrant (1) 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [    ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [    ]

The aggregate market value of the Registrant’s Common Stock, $1.00 par value, held by non-affiliates of the Registrant as of November 28, 2003, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $591,271,000 (based on the closing sale price of the Registrant’s Common Stock on that date as reported on the New York Stock Exchange).

As of August 2, 2004, 21,329,441 shares of the Registrant’s Common Stock, $1.00 par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE.

Portions of the Registrant’s definitive proxy statement for the annual meeting of shareholders to be held October 19, 2004, are incorporated by reference into Part III.

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PART I

(a) General Development of Business

Texas Industries, Inc. and subsidiaries (unless the context indicates otherwise, collectively, the “Registrant”, the “Company” or “TXI”), is a leading supplier of construction materials through two business segments: cement, aggregate and concrete products (the “CAC” segment); and structural steel and steel bar products (the “Steel” segment). Through the CAC segment, TXI produces and sells cement, stone, sand and gravel, ready-mix concrete, and other products. Through the Steel segment, TXI produces and sells structural steel and special bar quality and other products. Demand for structural steel, cement, aggregate and concrete products is driven primarily by construction activity, while special bar quality products supply original equipment manufacturers and oil related markets.

TXI believes it is the largest producer of cement in Texas, a major cement producer in California and the second largest supplier of structural steel products in North America. TXI is the only North American producer of both cement and steel.

Incorporated April 19, 1951, TXI began its cement operations in 1960 with the opening of its Midlothian, Texas facility and added its steel operations in 1975 with the construction of a plant in Midlothian. On December 31, 1997, TXI acquired Riverside Cement Company, the owner of a 1.3 million ton per year portland cement plant and a 100,000 ton per year white cement plant. The acquisition increased TXI’s capacity at the time by 60% and opened the California regional cement market to the Company. During the May 2001 quarter TXI completed the expansion of its Midlothian, Texas cement plant. This expansion added approximately 1.5 million tons of capacity, which increased the Company’s total capacity by over 40% to 4.9 million tons. TXI’s structural steel facility in Virginia began operations during the August 1999 quarter expanding TXI’s steel capacity by over 60% to 3.0 million tons.

(b) Financial Information about Industry Segments

Financial information for the Registrant’s two industry segments, is presented in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 12 and 13, incorporated herein by reference.

(c) Narrative Description of Business

CEMENT, AGGREGATE AND CONCRETE

The CAC business segment includes the manufacture and sale of cement, aggregates, ready-mix concrete and other related products. Production and distribution facilities are concentrated primarily in Texas, Louisiana and California, with markets extending into contiguous states. The Company does not place heavy reliance on patents, franchises, licenses or concessions related to its CAC operations.

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Cement

TXI’s cement operations produce gray portland cement as its principal product. Also produced are specialty cements such as white portland, masonry and oil well.

Cement production facilities are located at four sites in Texas and California: Midlothian, Texas, south of Dallas/Fort Worth, the largest cement plant in Texas; Hunter, Texas, south of Austin; and Oro Grande and Crestmore, California, both near Los Angeles. Except for the Crestmore facility, the limestone reserves used as the primary raw material are located on fee-owned property adjacent to each of the plants. Raw material for the Crestmore facility is purchased from multiple outside suppliers. Information regarding each of the Company’s facilities is as follows:

The Company uses its patented CemStar^SM process in both of its Texas facilities and its Oro Grande, California facility to increase combined annual production by approximately 6%. The CemStar^SM process adds “slag,” a co-product of steel-making, into a cement kiln along with the regular raw material feed. The added slag serves to increase the production of clinker with little additional cost. The primary fuel source for all of the Company’s facilities is coal; however, the Company displaces approximately 15% of its coal needs at its Midlothian plant and approximately 8% of its coal needs at its Hunter plant by utilizing alternative fuels such as waste-derived fuels and tires. The Company’s facilities also consume large amounts of electricity obtained primarily under variable-price firm supply contracts of short duration. The Company believes that adequate supplies of both fuel and electricity are readily available.

The Company produced approximately 5.1 million tons of finished cement in 2004, 4.8 million tons in 2003 and 4.7 million tons in 2002. Total annual shipments of finished cement were approximately 5.3 million tons in 2004, 4.9 million tons in 2003 and 4.9 million tons in 2002, of which 4.4 million tons in 2004, 4.0 million tons in 2003 and 3.9 million tons in 2002 were shipped to outside trade customers.

The Company markets its cement products in the southwestern United States. The principal marketing area includes the states of Texas, Louisiana, Oklahoma, California, Nevada, Arizona and Utah. Sales offices are maintained throughout the marketing area and sales are made primarily to numerous customers in the construction industry, no one of which accounted for more than ten percent of the trade sales volume in 2004.

Cement is distributed by rail or truck to eight distribution terminals located throughout the marketing area.

The cement industry is highly competitive with suppliers differentiating themselves based on price, service and quality.

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Aggregates

TXI’s aggregate operations, which produce sand, gravel, and crushed limestone, are conducted from facilities primarily serving the Dallas/Fort Worth, Austin and Houston areas in Texas; the southern Oklahoma area; and the Alexandria, New Orleans, Baton Rouge and Monroe areas in Louisiana. The following table summarizes certain information about the Company’s aggregate production facilities.

Reserves identified with the facilities shown above and additional reserves available to support future plant sites are contained on approximately 39,000 acres of land, of which approximately 25,000 acres are owned in fee and the remainder leased. The plants operated at 82 percent of rated annual productive capacity for 2004 and sales for the year totaled 22.9 million tons, of which approximately 17.7 million tons were shipped to outside trade customers. In addition, the Company owns and operates three industrial sand plants and an aggregate blending facility.

The cost of transportation limits the marketing of aggregate products to the areas within approximately one hundred miles of the plant sites, therefore, sales are related to the level of construction activity near the plants. The products are marketed by the Company’s sales organization located in the areas served by the plants and are sold to numerous customers, no one of which would be considered significant to the Company’s business. Products are distributed to trade customers principally by contract or customer-owned haulers or through Company-owned rail distribution facilities.

Ready-mix Concrete

TXI’s ready-mix concrete operations are situated in three areas in Texas (Dallas/Fort Worth/Denton, Houston and East Texas), in north and central Louisiana, and at one location in southern Arkansas. The following table summarizes various information concerning these facilities.

The plants listed above are located on sites owned or leased by the Company. TXI manufactures and supplies a substantial amount of the cement and aggregates used by the ready-mix plants with the remainder being purchased from outside suppliers. Ready-mix concrete is sold to various contractors in the construction industry, no one of which would be considered significant to the Company’s business. The Company believes that it is a significant participant in each of the Texas and Louisiana concrete products markets. The principal methods of competition in concrete products markets are quality and service at competitive prices.

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Other Products

Expanded shale and clay, a specialty aggregate product, is manufactured from facilities serving the Dallas/Fort Worth, Austin and Houston areas in Texas; the Oakland/San Francisco and Los Angeles areas in California; and the Denver area in Colorado. The following table summarizes certain information about the Company’s expanded shale and clay production facilities.

The expanded shale and clay plants operated at 80 percent of rated annual productive capacity for 2004 and sales for the year totaled approximately 1.6 million cubic yards, of which approximately 1.4 million cubic yards were shipped to outside trade customers.

The cost of transportation limits the marketing of expanded shale and clay products to the areas within approximately one hundred miles of the plant sites, therefore, sales are related to the level of construction activity near the plants. The products are marketed by the Company’s sales organization located in the areas served by the plants and are sold to numerous customers, no one of which would be considered significant to the Company’s business. Products are distributed to trade customers principally by contract or customer-owned haulers, and to a lesser extent by rail.

The Company manufactures and markets prepackaged concrete and related products from plant or distribution sites owned by the Company in the Dallas/Fort Worth, Austin and Houston areas in Texas and Bossier City, Louisiana.

The products are marketed by the Company’s sales force in each of these locations, and are delivered primarily by contract haulers. Because the cost of delivery is significant to the overall cost of most of these products, the market area is generally restricted to within approximately one hundred miles of the plant locations. These products are sold to various contractors, owners and distributors, no one of which would be considered significant to the Company’s business.

During 2004, the Company sold its clay brick and concrete block production facilities in Texas and Louisiana.

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STEEL

TXI’s steel facilities, located in Midlothian, Texas and Dinwiddie County, Virginia, produce a broad array of steel products. TXI uses its patented near net shape casting technology at both facilities. The process involves casting molten steel into a shape that is closer to a product’s final shape than traditional casting methods. This technology provides energy and capital cost savings in the making of wide flange beams and other structural steel products. The Texas facility has two electric arc furnaces with continuous casters that feed melted steel to a bar mill, a structural mill and a large beam mill. Finished (rolled) products produced include beams up to twenty-four inches wide, special bar quality products, merchant bar quality rounds, reinforcing bar and channels. The Virginia facility has one electric arc furnace and in-line processing units consisting of two near net shape casters and a sophisticated rolling mill. Finished products produced include beams up to thirty-six inches wide, sheet piling and H-piling.

The rated annual capacities of the operating facilities are as follows:

The bar and structural mills produced approximately 2.1 million tons of finished products in 2004, 1.8 million tons in 2003 and 1.9 million tons in 2002.

The principal raw material is recycled steel scrap. Shredded steel represents approximately 40% of the raw material mix. A major portion of the shredded steel requirements of the Texas facility is produced by an on-site shredder operation utilizing primarily crushed auto bodies purchased on the open market. The Company purchases shredded steel on the open market to meet the requirements of the Virginia facility. Another grade of recycled steel scrap, #1 Heavy, representing approximately 30% of the raw material mix is also purchased on the open market. The purchase price of recycled steel scrap is subject to market forces largely beyond the Company’s control. The supply of recycled steel scrap is expected to be adequate to meet future requirements.

Steel mills with electric arc furnaces consume large amounts of electricity and natural gas. Electricity for the Texas facility is obtained under variable-price supply contracts typically of short duration. Electricity for the Virginia facility is obtained from a local utility under an interruptible supply contract with price adjustments that reflect increases or decreases in the utility’s fuel costs. Natural gas is obtained under supply contracts. The Company believes that adequate supplies of both electricity and natural gas are readily available.

The Company’s steel products are marketed by the Company’s sales organization throughout North America. Sales are primarily to steel service centers and steel fabricators for use in the construction industry, as well as to cold finishers, forgers and original equipment manufacturers for use in the railroad, defense, automotive, mobile home and energy industries. The Company does not place heavy reliance on franchises, licenses or concessions. None of TXI’s customers accounted for more than ten percent of the Steel segment’s sales in 2004. Sales to affiliates are minimal. Orders are generally filled within 45 days and are cancelable. Delivery of finished products is accomplished by common-carrier, contract or customer-owned haulers, rail or barge.

The Company competes with steel producers, including foreign producers, on the basis of price, quality and service. Certain of the foreign and domestic competitors, including both large integrated steel producers and mini-mills, have substantially greater assets and larger sales organizations than TXI. Intense sales competition exists for substantially all of TXI’s steel products.

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RISKS RELATING TO THE COMPANY

Competition

All of the markets in which the Company participates are highly competitive. The Company competes in each of its cement, aggregate and concrete products markets with several other domestic suppliers of these products as well as with importers of foreign cement. The Company competes in its steel markets with national and international producers of steel products. Some of the Company’s competitors are larger, have greater financial resources and have less financial leverage than the Company. The Company competes on the basis of, among other things, competitive prices, prompt availability, customer service and quality products.

Sensitivity to Economic Cycles; Seasonality and Weather

A significant percentage of the Company’s sales of both CAC and Steel products is attributable to the level of construction activity, which is affected by such cyclical factors as general economic conditions, availability of public funds, interest rates, inflation, consumer spending habits and employment. The Company’s CAC operating profit is generally lower in its fiscal quarter ended February 28 as compared to the other three fiscal quarters due to the impact of winter weather on construction activity. Extended periods of inclement weather can adversely impact construction activity at other times of the year as well. Steel results are also affected by the Company’s shut-downs scheduled every twelve to twenty-four months to refurbish its steel production facilities.

Growth Strategy

A significant element of the Company’s operating strategy is to pursue strategic acquisitions that either expand or complement the Company’s products or markets or to build new or expand existing production facilities. There can be no assurance that the Company will be able to identify and make acquisitions on acceptable terms, that the Company will be able to obtain the permits necessary to build new or expand existing production facilities, that the Company will be able to obtain financing for such acquisitions or expansions on acceptable terms or that the Company will be able successfully to integrate such acquisitions into existing operations.

Availability and Pricing of Raw Materials and Energy

The Company is dependent upon purchased recycled scrap steel as a raw material and upon the availability of energy sources, including electricity and fossil fuels. Accordingly, the Company’s results of operations and financial condition have in the past been, and may again in the future be adversely affected by increases in raw material costs or energy costs, or their lack of availability.

Status of Certain Tariffs

CAC Segment. A group of domestic cement producers, including the Company, filed antidumping petitions that have resulted in the imposition of significant antidumping duty cash deposits on gray portland cement and clinker imported from Mexico and Japan. In addition, the U.S. Department of Commerce has signed agreements with the Venezuelan Government and Venezuelan cement producers, which are designed to eliminate the dumping and illegal subsidization of gray portland cement and clinker from Venezuela. On an annual basis, the antidumping duties are subject to review by the Department of Commerce to determine whether the current antidumping duty deposit rates should be adjusted upward or downward. A substantial reduction or elimination of the existing antidumping duties could lower the Company’s results of operations.

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In 1995, the Antidumping Code of General Agreement on Tariffs and Trade was substantially altered pursuant to the Uruguay Round of multilateral trade negotiations. U.S. legislation approving and implementing the Uruguay Round agreements requires the Department of Commerce and the U.S. International Trade Commission (“ITC”) to conduct “sunset” reviews of all outstanding antidumping and countervailing duty orders and suspension agreements, including the antidumping orders against gray portland cement and clinker from Mexico and Japan and the suspension agreements on gray portland cement and clinker from Venezuela, to determine whether they should be terminated or remain in effect. In 2000, the Department of Commerce and the ITC conducted “sunset” reviews of the antidumping orders and suspension agreements and determined that they should remain in effect until 2005 when the ITC is scheduled to conduct another sunset review. However, the ITC determined that the suspension agreements with Venezuela were no longer necessary. Mexican cement producers have appealed the ITC sunset determination regarding imports from Mexico to a dispute panel established under the North American Free Trade Agreement. The Government of Mexico has also requested consultations with the United States regarding the Mexican cement antidumping order under World Trade Organization (“WTO”) dispute settlement rules. The consultations could lead to Mexico filing a WTO complaint challenging the Department of Commerce’s and the ITC’s determinations in sunset reviews and the annual determination of the amount of duties. In addition, the Government of Mexico has filed a request with the WTO to form a dispute resolution panel regarding the United States antidumping order on Mexican cement. The exact schedule of the WTO preceding is not yet established. Domestic cement producers have appealed the ITC sunset review determinations regarding imports from Venezuela to the U.S. Court of International Trade. Although to date Venezuelan imports have not competed in the Company’s markets to any significant degree, they may do so in the future.

Independently owned cement operations could undertake to construct new import facilities and begin to purchase large quantities of low-priced cement from countries not yet subject to antidumping orders, such as those in Asia, which could not compete with domestic producers. An influx of low-priced cement or clinker products from countries not subject to antidumping orders could lower the Company’s results of operations.

Steel Segment. Excessive imports of steel into the United States have, and may again in the future, exert downward pressure on U.S. steel prices and significantly reduce the Company’s sales, margins and profitability. Some foreign steel producers are owned, controlled or subsidized by foreign governments. As a result, decisions by these producers with respect to their production, sales and pricing are often influenced to a greater degree by political and economic policy considerations than by prevailing market conditions, realities of the marketplace or consideration of profit or loss.

In July 1999, complaints were filed with the ITC and the U.S. Department of Commerce by the Company, Northwestern Steel & Wire Co., Nucor-Yamato Steel Co. and the United Steelworkers of America seeking to impose antidumping and countervailing duties against imports of structural steel beams from Germany, Japan, South Korea and Spain. In June and July 2000, the ITC made respective determinations that an industry in the United States is materially injured or threatened with material injury by reason of such imports from Japan and Korea that the Department of Commerce has determined are subsidized and sold in the United States at less than fair value. As a result of the ITC’s affirmative determinations, the Department of Commerce directed the U.S. Customs Service to impose countervailing and antidumping duties on imports of certain structural steel beams from these two countries. However, imports of structural steel beams from other countries increased significantly and the Committee for Fair Beam Imports (composed of Northwestern Steel & Wire Co., Nucor Corp., Nucor-Yamato Steel Co. and the Company) again petitioned the ITC and the U. S. Department of Commerce concerning imports of certain structural steel beams from China, Germany, Luxembourg, Russia, South Africa, Spain and Taiwan. On June 17, 2002, the ITC determined that, although the Department of Commerce had determined that these imports were being sold in the United States at less than fair value, such imports did not materially injure or threaten with material injury an industry in the United States, and no antidumping duties were imposed on imports of structural steel beams from these countries.

Existing duties are subject to annual review upon request. A substantial reduction or elimination of the existing antidumping duties, or an influx of low-priced steel products from countries not subject to antidumping orders, could again create downward pressure on U.S. steel prices and, in turn, lower the Company’s results of operations.

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Impact of Environmental Laws

The Company’s operations and those of its subsidiaries are subject to various federal, state and local environmental, health and safety laws and regulations. These laws and regulations govern the generation, use, handling, storage, transportation and disposal of hazardous substances and wastes, and provide for the investigation and remediation of contamination existing at current and former properties, and at third-party waste disposal sites. They have tended to become increasingly stringent over time. As with others in its business, the Company expends substantial amounts to comply with these laws and regulations, including amounts for pollution control equipment required to monitor and regulate wastewater discharges and air emissions. The U.S. Environmental Protection Agency (“EPA”) and state agencies are charged with enforcing these laws and regulations, and these agencies can impose substantial fines and penalties, as well as curtail and/or suspend the Company’s operations, for violations and non-compliance. Moreover, certain of these laws and regulations permit private parties to bring actions against the Company for injuries to persons and damages to property allegedly caused by its operations. Changes in environmental laws may interrupt production, increase the cost of compliance and hinder the Company’s ability to build new or expand production facilities.

Emissions sources at the Company’s facilities are regulated by a combination of permit limitations and emission standards of national and statewide application. The Company believes it is in substantial compliance with its permit limitations and emission standards and regulations applicable to its existing facilities. Future changes in permit limitations and emission standards, however, may result in prolonged production interruption, significant costs of compliance or a hindrance of ability to build new or expand existing production facilities.

Many of the raw materials, products and by-products associated with the operation of any industrial facility, including those for the production of steel, cement or concrete products, contain chemical elements or compounds that can be designated as hazardous. Such raw materials, products and by-products may also exhibit characteristics that result in their being classified as a hazardous substance or waste. Some examples are the metals present in cement kiln dust (“CKD”), electric arc furnace dust (“EAF dust”) generated by the Company’s steel facilities and the ignitability of the waste derived fuels that the Company uses as a primary or supplementary fuel substitute for nonrenewable coal and natural gas to fire certain of its cement kilns.

Currently, CKD is exempt from hazardous waste management standards under the Resource Conservation and Recovery Act (“RCRA”) if certain tests are satisfied. The Company has demonstrated that the CKD it generates satisfies these tests. However, the EPA plans to apply site-specific waste-management standards to CKD under the Clean Air Act and RCRA to assure that the environment is protected. The Company has established operating practices and is implementing waste management programs that it believes will comply with these anticipated standards, but such practices and programs may not continue to comply in the future if regulations become more restrictive.

The Company utilizes hazardous materials such as gasoline, acids, solvents and chemicals as well as materials that have been designated or characterized as hazardous waste by the EPA, which it utilizes for energy recovery. This requires the Company to familiarize its work force with the more exacting requirements of applicable environmental laws and regulations with respect to human health and the environment related to these activities. The failure to observe these exacting requirements could jeopardize the Company’s hazardous waste management permits and, under certain circumstances, expose it to significant liabilities and costs of cleaning up releases of hazardous substances into the environment or claims by employees or others alleging exposure to hazardous substances.

The Company’s steel facilities generate, in the same manner as other similar steel plants in the industry, EAF dust that contains lead, chromium and cadmium. The EPA has listed this EAF dust, which is collected in baghouses, as hazardous waste. The Company has contracts with reclamation facilities in the United States and Mexico pursuant to which such facilities receive the EAF dust generated by the Company and recover the metals from the dust for reuse, thus rendering the dust non-hazardous. In addition, the Company is continually investigating alternative reclamation technologies and has implemented processes for diminishing the amount of EAF dust generated.

The Company intends to comply with all legal requirements regarding the environment and health and safety matters, but since many of these requirements are subjective and therefore not quantifiable, are presently not determinable, or are likely to be affected by future legislation or rule making by government agencies, it is not possible to accurately predict the aggregate future costs of compliance and their effect on the Company’s operations, future net income or financial condition. Notwithstanding the Company’s intentions to comply with all legal requirements, if injury to persons or damage to property or contamination of the environment has been or is caused by the conduct of its business or hazardous substances or wastes used in, generated or disposed of by it, the Company may be liable for such injuries and damages, and be required to pay the cost of investigation and remediation of such contamination. The amount of such liability could be material and the Company may incur material liability in connection with possible claims related to its operations and properties under environmental, health and safety laws.

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Equipment Failure

Due to the high fixed cost nature of the Company’s business, interruptions in its production capabilities may cause the Company’s productivity and results of operations to decline significantly during the affected period. The Company’s manufacturing processes are dependent upon critical pieces of equipment, such as its cement kilns, grinding mills, stone crushers, steel furnaces, continuous casters and rolling equipment, as well as electrical equipment, such as transformers. This equipment may, on occasion, be out of service as a result of unanticipated failures or damaged during accidents, which may lead to production curtailments and shutdowns. In addition to equipment failures, its facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions.

Earthquakes

The Company’s operations in California are susceptible to damage from earthquakes. Any significant earthquake damage could materially adversely affect the Company’s results of operations. The Company maintains only a limited amount of earthquake insurance and, therefore, is not fully insured against earthquake risk.

OTHER ITEMS

Employees

TXI has approximately 4,100 employees: 2,500 employed in CAC operations, 1,400 employed in Steel operations and the balance employed in corporate resources.

Intellectual Property

While the Company maintains trademarks such as TXI ^® and Maximizer ^® and process patents such as CemStar ^SM and near net shape casting, the Company does not believe any of its active trademarks or patents are essential to the Company’s business as a whole.

Real Estate

The Company is involved in the development of its surplus real estate and real estate acquired for development of high quality industrial and multi-use parks in the metropolitan areas of Dallas/Fort Worth and Houston, Texas.

Available Information

TXI files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements and other information filed by TXI at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call (800) SEC-0330 for further information on the Public Reference Room. The SEC maintains an internet web site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. TXI’s filings are also available to the public at the website maintained by the SEC, http://www.sec.gov.

TXI makes available, free of charge, through its investor relations website its reports on Forms 10-K, 10-Q and 8-K, and amendments to those reports, as soon as reasonably practicable after they are filed with the SEC. The URL for TXI’s investor relations website is www.txi.com.

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The information required by this item is included in Item 1.

The information required by this item is included in the section of the Notes to Consolidated Financial Statements entitled “Legal Proceedings and Contingent Liabilities” presented in Part II, Item 8 on page 37 and incorporated herein by reference.

None

The following table presents certain information about the executive officers of the Registrant.

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PART II

The shares of common stock, $1 par value, of the Registrant are traded on the New York Stock Exchange (ticker symbol TXI). As of August 2, 2004 , there were 2,535 holders of record of the Company’s common stock. Common stock market prices, dividends and certain other items are presented in the Notes to Consolidated Financial Statements entitled “Quarterly Financial Information” on page 46, incorporated herein by reference. The restriction on the payment of dividends described in the Notes to Consolidated Financial Statements entitled “Long-term Debt” on pages 32 and 33 is incorporated herein by reference. The Company’s quarterly cash dividend at $.075 per common share has remained unchanged since January 1997.

TEXAS INDUSTRIES, INC. AND SUBSIDIARIES