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Letter of Correspondence

 Paris, July 6, 2005

 VIA EDGAR (Correspondence)

 Ms. Nili Shah

 Accounting Branch Chief

 Securities and Exchange Commission

 Division of Corporation Finance

 450 Fifth Street, N.W.

 Washington D.C. 20549

 RE: SEC Comment Letter Dated June 8, 2005 (File No. 1-15218)

 Dear Ms. Shah

 We have reviewed the comments included in your letter dated June 8, 2005 regarding the Form
20-F filed by Lafarge S.A. on March 25, 2005. Our responses to the Staff’s comments are set out below.

 The titles and paragraph numbers below correspond to those contained in your letter. For convenience, we have repeated the Staff’s comments under each number in bold and have followed each comment with our
responses.

 Item 5. Operating and Financial Review and Prospects, page
59

1.
Your disclosure of fair value assumptions and sensitivity analyses in your critical accounting policies on page 61 covers € 1.9 billion of goodwill and intangible assets.
Please disclose this information for the remainder of your goodwill and market share assets.

 Response :

 Our disclosure and analysis on page 61 of our Form 20-F provides information related only to that portion of goodwill and market share
that, as of December 31, 2004, is most susceptible to impairment based on a change in the discount or perpetual growth rate assumptions. Accordingly, we believe that this disclosure was prepared in accordance with SEC release No 33-8350, which
requires a disclosure regarding significant accounting estimates and assumptions and their sensitivity to change.

 We wish to inform the Staff that the primary financial statements to be included in our fiscal 2005 Form 20-F will be prepared in
accordance with IFRS. This will require us to provide a sensitivity analysis, similar to that discussed above, within the notes to our 2005 Annual Report on Form 20-F. We will provide this sensitivity analysis in our MD&A as well, to the extent
that it is more comprehensive than our existing disclosure. In addition, we will include an additional sentence in the disclosure comparable to the following:

The remaining portion of goodwill of €xx is not currently as susceptible to impairment based on changes in discount and/or
perpetual growth rates and has therefore been excluded from the sensitivity analysis above.

 1

2.
Please revise your table of contractual obligations as follows :

•

To increase transparency of cash flow, please include scheduled interest payments in your table. To the extent that the interest rates are variable and unknown, you may use your
judgment to determine whether or not to include estimates of future variable rate interest payments in the table or in a footnote to the table.

 Regardless of whether you decide to include variable rate estimated interest payments in the table or in a footnote, you
should provide appropriate disclosure with respect to your assumptions.

•

To the extent that you are in the position of paying cash rather than receiving cash under your interest rate swaps, please disclose estimates of the amounts you will be obliged
to pay.

•

To the extent you are required or planning to fund your pension plans in the future, present in this table funding contributions to your pension plans for at least the following
year and, if known, for subsequent years. Include a footnote to the table that (1) discusses the basis for inclusion or exclusion of these obligations and (2) explicitly states the periods for which no amounts have been included in the
table.

 Response :

 Pursuant to our follow-up conversations with
the Staff, we will modify our disclosure to comply with the Staff’s comments on a prospective basis, commencing with our 2005 Annual Report on Form 20-F. This modification will encompass the following:

•

An additional line-item within the table termed “Interest payments” below the line-item “Debt” which will quantify our interest obligations. This information
will be provided for all periods presented within the table (i.e. less than 1 year, 1-5 years and more than five years). In addition, a footnote will be added to the table to indicate that interest payments associated with variable rate debt are
computed based on the rates in effect as of December 31.

•

An additional line-item within the table termed “Net obligations on interest rate swaps” below the line-item “Interest payments”, which will quantify our
obligations related to paying, rather than receiving, cash on our interest rate swaps. These amounts will be calculated as the net amount equal to the difference between interest to be paid and to be received under the swaps. This information will
be provided for all periods presented within the table (i.e. less than 1 year, 1-5 years and more than five years). In addition, a footnote will be added to the table to indicate that interest payments of the variable rate leg of the swaps are
computed based on the rates in effect as of December 31.

•

A discussion, following the table of contractual obligations, regarding our pension funding obligations. This discussion will likely be for the following year only as information
regarding subsequent periods will not be known with sufficient reliability. We note that expected future contributions to our significant pension plans are discussed by main geographical areas in our current item 5 and in Note 22 to the consolidated
financial statements (pages F-37and F-38).

 Note 2 –
Summary of Significant Accounting Policies, (b) Principles of consolidation, page F-8

3.
You state on page 11 that “the presence of minority interests may, among other things, impede [your] ability to implement organizational efficiencies and transfer cash and
assets from one subsidiary to another in order to allocate assets most effectively.” You also state on page 20 that the “presence of minority shareholders often leads to the implementation of shareholder agreements that contain board
membership or other similar provisions, shareholders’ information rights and control provisions.” Please specify for us the nature of the rights held by these minority interests. In addition, please explain, in detail, your evaluation of
whether such rights represent substantive participating veto or approval rights under U.S. GAAP pursuant to EITF 96-16.

 2

 Response :

 The rights granted to minority shareholders in the companies we consolidate vary. The nature of these rights
are essentially as follows:

•

representation rights on the board of directors of the company;

•

veto or approval rights on certain decisions;

•

information rights;

•

exit rights (as described in note 26(c) to our 2004 consolidated financial statements).

 Based on our analysis of the shareholder agreements of the subsidiaries that we fully consolidate under U.S.
GAAP, the nature of these rights is either protective or non-substantive participating.

 Protective rights include the need for unanimous board of director approval for:

•

the issuance of debt securities outside of the ordinary course of business, initiating an initial public offering or other changes in the share capital of the company;

•

significant business acquisitions or disposals, including sale or merger of the company;

•

purchase or sale of assets, or other various activities that are outside the normal course of business;

•

changes in the nature of the business, amendments to by-laws or modification to the overall business plan;

•

transactions with related parties other than at arms length, primarily as it relates to board members;

•

issuance of guarantees;

•

liquidation of the company;

•

information rights in relation to the company’s financial statements or management reports;

 Participating rights include:

•

unanimous board of directors approval for changes to the company’s business plan or annual budget;

•

participation in the appointment and remuneration of management;

•

consent to the acquisition or disposition of assets considered to occur in the normal course of business.

 We do not consider any of the aforementioned participating
rights to be substantive as, in all such cases, one of the following occurs (or may occur, at our sole option):

•

the ultimate decision is based upon the vote of a simple majority, which we possess;

•

we have a “casting vote”, which allows us to control the ultimate outcome;

•

we have the ability to call the shares of the minority interest at fair value or less.

 In certain circumstances, when we invoke these rights, the minority shareholder may put their shares to us.
These puts are made at fair value or less and thus do not represent a disincentive for us to exercise the aforementioned rights

 Based on the above, we believe that our consolidation practices comply with the provisions of EITF 96-16.

 3

 Note 2 – Summary of Significant Accounting Policies. (d) Translation of financial statements denominated in
foreign currencies, page F-9

4.
If material, please explain how you apply SFAS No. 52 in accounting for your operations in highly inflationary economies under U.S. GAAP. In this regard, please tell us :

•

Why you do not consider your subsidiaries in Serbia and Montenegro and Zimbabwe as operating in highly inflation economies.

•

Whether you remeasure the financial statements of these operations to the euro, your reporting currency, as required by paragraph 11 of SFAS No. 52. If, instead, you remeasure
these financial statements into the U.S. dollar under U.S. GAAP, as you do under French GAAP, please tell us your consideration of paragraphs 5 –8 and the factors in Appendix A of SFAS No. 52 in determining that the U.S. dollar is the
functional currency for these operations.

•

Whether, under U.S. GAAP, you remeasure goodwill, intangible assets, inventory, and expenses related to intangible assets, inventory, fixed assets, investments, and operating
supplies using historical rates.

 If you
do not believe your operations in highly inflation economies are material, please explain your quantitative and qualitative basis for this conclusion.

 Response :

 Serbia and Montenegro and Zimbabwe:

 We consider Serbia and Montenegro and Zimbabwe to be operating in highly inflationary economies. We have not accounted for these
subsidiaries in accordance with paragraph 11 of SFAS No. 52 and refer you to the discussion below regarding materiality.

 Turkey:

 We remeasure the financial statements of our subsidiary in Turkey using the U.S. dollar (USD) rather than our reporting currency, the
euro. We identified the USD as the function currency for Turkey in 1996 (and all subsequent periods) for several reasons, including the following:

•

all reference macro indicators of the economy were in USD;

•

our debt (the largest component of total liabilities) was denominated in USD;

•

cement prices were expressed in USD in the market; and

•

some of our cost elements were expressed in USD, for example, petcoke, fuel and sub-contracting of delivery;

 We believe that, based strictly on the criteria set out in
paragraph 11 of SFAS No. 52, it would have been most appropriate to remeasure these financial statements using the euro. However, we believe that the resulting difference was not material to our financial statements and refer you to the discussion
below regarding materiality.

 Remeasurement:

 We confirm that under both French GAAP and U.S. GAAP we
remeasure goodwill, intangible assets, property, plant and equipment, spare parts (nonmonetary portion of our inventories) and the related expenses to the above elements, using historical rates. In our 2005 Annual Report on Form 20-F we will modify
the accounting policy description (Note 2(d)) to be compliant with IFRS. To the extent there is a difference in accounting for hyper inflationary countries between IFRS and U.S. GAAP, we will provide additional disclosure in the footnote which
describes the accounting treatment followed under U.S. GAAP and the basis for the GAAP difference(s).

 Materiality:

 As mentioned previously, and as shown below in accordance with French GAAP, we believe that the impact of accounting for our subsidiaries
operating in highly inflationary economies in strict accordance with SFAS No. 52 would not have had a

 4

 material impact on our financial position or results of operations for any of the periods presented due
to the relative small size of these subsidiaries compared to the Group as a whole:

Serbia & Montenegro

Zimbabwe

Turkey

2004

2003

2002

2004

2003

2002

2004

2003

2002

 As Reported (million €)

 Total Assets

119

110

113

15

7

8

237

244

341

 Total Liabilities

67

51

45

2

6

11

80

98

161

 Sales

54

57

47

25

11

6

114

101

144

 Net Income (Loss)

(3
)

—

5

4

1

(1
)

10

(4
)

(9
)

 % of Consolidated Total

 Total Assets

0.5
%

0.4
%

0.4
%

0.1
%

0.0
%

0.0
%

1.0
%

1.0
%

1.3
%

 Total Liabilities

0.4
%

0.3
%

0.2
%

0.0
%

0.0
%

0.1
%

0.5
%

0.6
%

0.8
%

 Sales

0.4
%

0.4
%

0.3
%

0.2
%

0.1
%

0.0
%

0.8
%

0.7
%

1.0
%

 Net Income

-0.3
%

0.0
%

1.1
%

0.5
%

0.1
%

-0.2
%

1.2
%

-0.5
%

-2.0
%

 The
following table summarizes the estimated impact that applying the guidance prescribed in SFAS No. 52 would have on the non-monetary items of our balance sheet (prepared in accordance with French GAAP) as of December 31, 2004. Our non-monetary items
primarily include property, plant and equipment (PP&E), goodwill and portions of our inventories.

Nonmonetary Assets (million €)

Revised Estimate

As Reported

Difference

 Serbia & Montenegro

140

113

28

 Zimbabwe

52

6

47

 Turkey

245

186

59

 Total

438

304

133

 Total consolidated assets at December 31, 2004

24,772

 Difference as a % of total consolidated assets

0.5
%

 Based
upon our analysis, we do not believe that the estimated impact is material to the consolidated balance sheet from a quantitative perspective either in total or on an individual financial line-item basis. Additionally, we do not believe that the
impact is quantitatively material to the income statement. This is based on an analysis on the three largest components of the difference noted above:

•

Monetary net assets of these subsidiaries is relatively insignificant (i.e., less than €20 million at December 31, 2004)

•

Goodwill – Goodwill is not amortized for purposes of U.S. GAAP. In addition, the increase in the value of goodwill would not result in goodwill impairment.

•

PP&E – The impact on the income statement from amortization of the increased carrying value would be minimal on an annual basis due to the relatively long amortization
period of our PP&E.

•

Our inventory of spare parts is less than €8 million (as reported) and €10 million (revised estimate) for the three subsidiaries; only a small portion of which is charged
to income on an annual basis.

 From a qualitative perspective, SAB Topic 1.M addresses circumstances in which a quantitatively small misstatement may be rendered material. In this regard, the differences noted above do not:

•

mask a change in earnings or other trends,

•

hide a failure to meet analysts’ consensus expectations,

•

change income into a loss,

•

affect compliance with regulatory requirements, loan covenants or other contractual requirements,

•

have impacted management compensation,

•

conceal an unlawful transaction.

 In summary, we do not believe that these differences would impact the judgment of a reasonable person relying upon our financial
statements. We have shared this analysis with our auditors, Deloitte & Associés, who do agree with our conclusions.

 5

 Note 2 – Summary of Significant Accounting Policies, (k) Impairment of long-lived assets, page F-11

5.
Please explain your consideration of SFAS No. 142 in testing goodwill for impairment under U.S. GAAP. Specifically, please explain :

•

The level at which you test for goodwill impairment. Your disclosures in note 2(k) suggest that