U S AGGREGATES INC
AMENDMENT NO. 3 TO PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AMENDMENT NO. 3 TO PURCHASE AGREEMENT
<TEXT>
















                           U.S.  AGGREGATES,  INC.

                      -----------------------------------

                  AMENDMENT  NO.  3  TO  AMENDED  AND  RESTATED
                    NOTE  AND  WARRANT  PURCHASE  AGREEMENT

                      -----------------------------------


                      Dated  as  of  September  29,  2000











        $30,000,000  Senior  Subordinated  Notes  Due  November  22,  2006
                                    and
        $15,000,000  Senior  Subordinated  Notes  Due  November  22,  2008



<PAGE>



                           U.S.  AGGREGATES,  INC.


        $30,000,000  Senior  Subordinated  Notes  Due  November  22,  2006
                                    and
        $15,000,000  Senior  Subordinated  Notes  Due  November  22,  2008


                  AMENDMENT  NO.  3  TO  AMENDED  AND  RESTATED
                    NOTE  AND  WARRANT  PURCHASE  AGREEMENT


                                                    As  of  September  29,  2000


The  Prudential  Insurance  Company  of  America
c/o  Prudential  Capital  Group
Two  Ravinia  Drive,  Suite  1400
Atlanta,  Georgia  30346

Ladies  and  Gentlemen:

     U.S.  AGGREGATES,  INC.,  a  Delaware  corporation  (together  with  its
successors  and  assigns,  the  "COMPANY"),  agrees  with  you  as  follows:

1.   PRIOR  AMENDMENT  AND  ISSUANCE  OF  NOTES.

     The  Company  has  entered  into  an  Amendment  No.  1  to  Amended  and
Restated  Note  and  Warrant  Purchase  Agreement,  dated as of April  14,  1999
and  an  Amendment  No.  2  to  Amended  and Restated Note and Warrant  Purchase
Agreement,  dated  as  of  August  12,  1999,  pursuant  to  which  certain
amendments  were  made  to  the  Amended and Restated Note and Warrant  Purchase
Agreement  dated  as  of  June  5,  1998  (as  in effect  immediately  prior  to
giving  effect  to  the  amendments  provided  for  by  this  Agreement,  the
"Existing  Note  Purchase  Agreement"  and,  as  amended  pursuant  to  this
Agreement  and  as  may  be  further  amended,  restated  or otherwise  modified
from   time  to  time,  the  "Amended  Note  Purchase  Agreement")  whereby
$30,000,000  aggregate  principal  amount  of  10.34% Senior Subordinated  Notes
due  November  22,  2006  and  $15,000,000  aggregate principal amount of 10.09%
Senior  Subordinated  Notes  due  November  22,  2008 (such Notes as  in  effect
immediately  prior  to  giving  effect  to the amendments provided for  by  this
Agreement,  the  "Existing  Notes"  and,  as amended pursuant to this  Agreement
and  as  may  be  further,  as  may  be amended, restated or otherwise  modified
from  time  to  time,  the  "Notes") of the Company have been issued to you  and
are  currently  outstanding.

2.   DEFINED  TERMS.

     Capitalized  terms  used  herein  and  not  otherwise  defined  have  the
meanings  ascribed  to  them  in  the  Existing  Note  Purchase  Agreement.

3.   REQUEST  FOR  CONSENT  TO  AMENDMENTS.

     The  Company  requests  that  you  consent  to  the  amendments  to  the
Existing  Note  Purchase  Agreement  and  the  Existing  Notes provided  for  by
this  Agreement  (the  "Amendments").

4.   REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.

     To  induce  you  to  enter  into  this  Agreement  and to  consent  to  the
Amendments,  the  Company  represents  and  warrants  as  follows:

     4.1  Organization  and  Existence.

     The  Company  is  a  corporation  duly  organized  and  existing  in  good
standing  under  the  laws  of  the  State  of Delaware and  has  the  requisite
corporate  power  and  authority  to  execute and deliver this Agreement and  to
perform  its  obligations  under  the  Amended  Note  Purchase  Agreement.

     4.2  Actions  Pending.

     There  are  no  actions,  suits,  investigations or proceedings pending or,
to  the  knowledge  of  the  Company,  threatened against the Company or any  of
its  Subsidiaries,  or  any  properties  or  rights of the Company or any of its
Subsidiaries,  by  or  before  any  court,  arbitrator  or  administrative  or
governmental  body  that,  individually  or  in the aggregate, could  reasonably
be  expected  to  have  a  Material  Adverse  Effect.

     4.3  Amendment  Authorized;  Obligations  Enforceable.

          (a)   Agreement  is  Legal  and  Authorized.   The  execution  and
     delivery  by  the  Company  of  this  Agreement,  and  compliance  by  the
     Company  with  all  of  the  provisions  of  the  Amended  Note  Purchase
     Agreement,  are  within  the  corporate  powers  of  the  Company.

          (b)   Company  Obligations  are  Enforceable.  The  Company  has  duly
     authorized  this  Agreement  by  all  necessary  action on its part.   This
     Agreement  has  been  executed  and  delivered  by  one  or  more  duly
     authorized  officers  of  the  Company,  and each of this Agreement and the
     Amended  Note  Purchase  Agreement  constitutes  a legal, valid and binding
     obligation  of  the  Company,  enforceable  in  accordance with its  terms,
     except  that  the  enforceability  thereof  may  be:

               (i)    limited  by  applicable  bankruptcy,  reorganization,
          arrangement,  insolvency,  moratorium,  or  other  similar   laws
          affecting  the  enforceability  of  creditors'  rights  generally; and

               (ii)  subject  to  the  availability  of  equitable  remedies.

     4.4  No  Conflicts.

     Neither  the  execution  nor  delivery  of  this Agreement, nor fulfillment
of  nor  compliance  with  the  terms  and  provisions  of  the  Amended  Note
Purchase  Agreement  and  the  other  Financing Documents will conflict with, or
result  in  a  breach  of  the terms, conditions or provisions of, or constitute
a  default  under,  or  result  in  any violation of, or result in the  creation
of  any  Lien  upon  any  of  the  Properties  of  the Company  or  any  of  its
Subsidiaries  pursuant  to,  the  charter  or bylaws of the Company  or  any  of
its  Subsidiaries,  any  award  of  any  arbitrator or any agreement  (including
any  agreement  with  stockholders),  instrument,  order,  judgment,  decree,
statute,  law,  rule  or  regulation  to  which  the  Company  or  any  of  its
Subsidiaries  is  subject.

     4.5  Governmental  Consent.

     Neither  the  execution  and  delivery  of  this  Amendment,  nor  the
performance  by  the  Company  of  its  obligations  under  the  Amended  Note
Purchase  Agreement  and  the  other  Financing Documents, is such as to require
any  authorization,  consent,  approval,  exemption  or  other  action  by  or
notice  to  or  filing  with  any  court or administrative or governmental  body
(other  than  routine  filings  with  the  Securities  and  Exchange  Commission
and/or  state  Blue  Sky  authorities)  on the part of the Company in connection
with  the  execution  and  delivery  of  this  Agreement or  fulfillment  of  or
compliance  with  the  terms  and  provisions  of  the  Amended  Note  Purchase
Agreement  or  of  the  other  Financing  Documents.

     4.6  Full  Disclosure.

     This  Agreement  and  the  documents,  certificates  or  other  writings
delivered  to  you  by  or  on  behalf  of  the Company in connection  with  the
proposal  and  negotiation  of  the  Amendments,  taken  as  a  whole,  do  not
contain  any  untrue  statement  of  a  material  fact  or  omit  to  state  any
material  fact  necessary  to  make  the  statements  therein not misleading  in
light  of  the  circumstances  under  which  they were made.  There is  no  fact
known  to  the  Company  that  could  reasonably  be expected to have a Material
Adverse  Effect  that  has  not  been  set  forth  herein  or  in  the  other
documents,  certificates  and  other  writings  delivered to you by or on behalf
of  the  Company  specifically  for  use  in  connection  with the  transactions
contemplated  by  the  Note  Purchase  Agreement  and  this  Agreement.

     4.7  Amendment  of  Bank  Credit  Agreement.

     Attached  hereto  as  Exhibit  C  is a copy of the Fourth Amendment to  the
Bank  Credit  Agreement  (the  "Fourth  Amendment"),  which  has  been  duly
executed  and  delivered  by  each  of the parties thereto, is true, correct and
complete,  and  (subject  only  to  the effectiveness of this Agreement)  is  in
full  force  and  effect.

     4.8  No  Defaults.

     No  event  has  occurred  and  no condition exists that, upon the execution
and  delivery  of  this  Agreement  and  the effectiveness of the Amendments and
the  Fourth  Amendment,  would  constitute  a  Default  or  an Event of Default.

5.   AMENDMENTS.

     5.1   Amendments  to  Existing  Note  Purchase  Agreement  and  Existing
Notes.

     Subject  to  paragraph  5.2,  (i)  the Existing Note Purchase Agreement  is
hereby  amended  in  the  manner  specified in Exhibit A1 to this Agreement  and
(ii)  the  Existing  Notes  are  hereby  amended  in  the  manner  specified  in
Exhibit  A2.

     5.2  Effectiveness  of  Amendments.

     The  amendments  of  the  Existing  Note  Purchase  Agreement  and  the
Existing  Notes  contemplated  by  paragraph  5.1,  Exhibit  A1 and  Exhibit  A2
shall  become  effective  only  upon  the  date of the satisfaction in  full  of
the  following  conditions  precedent  (which  date  shall  be  the  "Effective
Date"):

          (a)   the  Company  and  you  shall  have  executed  and  delivered  a
     counterpart  of  this  Agreement;

          (b)  the  representations  and  warranties  set  forth in paragraph  4
     shall  be  true  and  correct;

          (c)    the  Company  shall  have  authorized,  by  all  necessary
     corporate  action,  the  execution  and  delivery of this Agreement and the
     performance  of  all  obligations  of,  and the satisfaction of all closing
     conditions  set  forth  in,  this  paragraph 5 by, and the consummation  of
     all  transactions  contemplated  by  this  Agreement  by,  the  Company;

          (d)  each  Restricted  Subsidiary  shall  have  executed and delivered
     the  Guarantor  Consent  in  respect  of  its  obligations  under  the
     Subsidiary  Guaranty,  substantially  in  the  form  attached  hereto  as
     Exhibit  B;

          (e)   the  Company  shall  have  paid  you  an amendment  fee  in  the
     amount  of  $225,000;

          (e)   the  Company  shall  have  paid  the  fees and expenses of  your
     special  counsel  as  provided  in  Section  6;  and

          (f)   all  proceedings  taken  in  connection  with this Agreement and
     all  documents  and  papers  relating  thereto shall be satisfactory to you
     and  your  special  counsel,  and  you  and your special counsel shall have
     received  copies  of  such  documents  and  papers as you or  your  special
     counsel  may  reasonably  request  in  connection  herewith, including  any
     legal   opinions  of  counsel  to  the  Company  in  respect  of   the
     transactions  contemplated  hereunder.

6.   EXPENSES.

     Whether  or  not  the  Amendments  become  effective, the Company  will  on
the  Effective  Date  (or  if  an  invoice  is  delivered  subsequent  to  the
Effective  Date  or  if  the  Amendments  do not become effective, promptly  and
in  any  event  within  10  days of receiving any statement or invoice therefor)
pay  all  fees,  expenses  and  costs relating to this Agreement, including, but
not  limited  to,  (a)  the  cost  of reproducing this Agreement and  the  other
documents  delivered  in  connection  herewith  and (b) the reasonable fees  and
disbursements  of  your  special  counsel  (namely,  Bingham Dana  LLP,  or  its
successor   or  assigns)  incurred  in  connection  with  the  preparation,
negotiation  and  delivery  of  this  Agreement.  Nothing  in this  paragraph  6
shall  limit  the  Company's  obligations  under  paragraph  14B of the  Amended
Note  Purchase  Agreement.

7.   MISCELLANEOUS.

     7.1  Part  of  Note  Purchase  Agreement,  Future  References,  etc.

     This  Agreement  shall  be  construed  in connection with and as a part  of
the  Existing  Note  Purchase  Agreement  and,  except as expressly  amended  by
this  Agreement,  all  terms,  conditions  and  covenants  contained  in  the
Existing  Note  Purchase  Agreement  and  the Existing Notes are hereby ratified
and  shall  be  and  remain  in  full  force  and effect.  Any and all  notices,
requests,  certificates  and  other  instruments  executed  and delivered  after
the  execution  and  delivery  of  this Agreement may refer to the Existing Note
Purchase  Agreement  and  the  Existing  Notes without making specific reference
to  this  Agreement,  but  nevertheless  all  such references shall include this
Agreement  unless  the  context  otherwise  requires.

     7.2  Counterparts;  Effectiveness.

     This  Agreement  may  be  executed  in any number of counterparts, each  of
which  shall  be  an  original  but  all of which together shall constitute  one
instrument.    Delivery  of  an  executed  signature  page   by   facsimile
transmission   shall  be  effective  as  delivery  of  a  manually   signed
counterpart  of  this  Agreement.

     7.3  Successors  and  Assigns.

     All  covenants  and  other  agreements  in  this Agreement contained by  or
on  behalf  of  any  of  the  parties hereto shall bind and inure to the benefit
of  the  respective  successors  and  assigns  of the parties hereto (including,
without  limitation,  any  Transferee)  whether  so  expressed  or  not.

     7.4  Governing  Law.

     THIS  AGREEMENT  SHALL  BE  CONSTRUED  AND ENFORCED IN ACCORDANCE WITH, AND
THE  RIGHTS  OF  THE  PARTIES  SHALL  BE GOVERNED BY, THE INTERNAL LAWS  OF  THE
STATE  OF  NEW  YORK.

[Remainder  of  page  intentionally  left  blank;  next page is signature page.]



<PAGE>



     If  you  are  in  agreement  with  the  foregoing,  please so  indicate  by
signing  the  agreement  below  on  the  accompanying  counterpart  of  this
Agreement  and  return  it  to  the  Company,  whereupon  the  foregoing  shall
become  a  binding  agreement  among  you  and  the  Company.

                                   Very  truly  yours,

                                   U.S.  AGGREGATES,  INC.



                                   By:  /s/ Michael J. Stone
                                        Name:   Michael J. Stone
                                        Title:  Chief  Financial  Officer,
                                                Treasurer and  Secretary


The  foregoing  Agreement  is
hereby  accepted  as  of  the
date  first  above  written.

THE  PRUDENTIAL  INSURANCE  COMPANY
OF  AMERICA



By:  /s/ Robert R. Derrick
     Name:   Robert R. Derrick
     Title:  Vice President



<PAGE>



                                                                     EXHIBIT  A1

         AMENDMENTS  TO  EXISTING  NOTE  PURCHASE  AGREEMENT

     1.    The  first  sentence  of  Paragraphs  3(i)  (Authorization  of  1998
Notes)  of  the  Existing  Note  Purchase  Agreement  is  hereby  amended  and
restated  in  its  entirety  to  read  as  follows:

          "The  Company  will  authorize  the  issue  of its senior subordinated
     promissory  notes  in  the  aggregate  principal amount of Fifteen  Million
     Dollars  ($15,000,000),  to  be  dated  the  date  of  issue  thereof,  to
     mature  November  22,  2008,  to  bear  interest,  payable  quarterly  in
     arrears,  on  the  unpaid  balance  thereof  until  the  principal  thereof
     shall  have  become  due  and  payable  at  the rate and  manner  specified
     therein,  and  to  be  in  substantially the form of Exhibit A2 hereto (the
     "1998  Notes")."

     2.    Paragraphs  8A  (Interest  Expense  Coverage),  8B  (Fixed  Charge
Coverage),  8C  (Leverage  Ratio)  and  8E  of  the  Existing  Note  Purchase
Agreement  are  hereby  amended  and  restated  in  its  entirety  to  read
respectively  as  follows:

          "8A.  Interest  Expense  Coverage.  The  Company  will  not permit the
     ratio  of  EBITDA  to  Consolidated  Interest  Expense,

               (i)  for  the  period  of  twelve  (12)  consecutive  calendar
          months  most  recently  ended  as  of  the  Closing  Date,  to be less
          than  1.75  to  1.0,  and

               (ii)  for  any  period  of  four  (4) consecutive fiscal quarters
          of  the  Company  ending  in  any period specified in the table below,
          to  be  less  than  the  ratio  set forth opposite such period in such
          table:

  Fiscal  Period           Ratio

Closing  Date           1.75  to  1.00
through  September
29,  1999

September  30,          2.00  to  1.00
1999  through
September  29,
2000

September  30,          2.25  to  1.00
2000  through
December  30,  2000

December  31,  2000     1.60  to  1.00
through  March  30,
2001

March  31,  2001        1.65  to  1.00
through  June  29,
2001

June  30,  2001         1.20  to  1.00
through  December
30,  2001

December  31,  2001     2.25  to  1.00
and  at  all  times
thereafter

          "8B.  Fixed  Charge  Coverage.  The  Company  will  not  permit  the
     ratio  of

               (i)  EBITDA  for  any  period  of  four  (4)  consecutive  fiscal
          quarters  of  the  Company  to

               (ii)  Consolidated  Fixed  Charges  for  such  period

               to  be  less  than  the  ratio  set forth opposite such period in
          such  table:

  Fiscal  Period           Ratio

Closing  Date            .85  to  1.00
through  December
30,  2000

December  31,  2000      .65  to  1.00
through  June  29,
2001

June  30,  2001          .55  to  1.00
through  December
30,  2001

December  31,  2001      .90  to  1.00
and  at  all  times
thereafter

          "8C.  Leverage  Ratio.  The  Company  will  not, as of any Calculation
     Date  in  any  period  specified  in the table below, permit the ratio (the
     "Leverage  Ratio")  of

               (i)  Consolidated  Debt  (excluding,  to  the  extent included in
          the  computation  of  Consolidated  Debt  at  such  time,  any
          outstanding  indebtedness  for  borrowed  money  evidenced  by  the
          Harris  Trust  Note),  determined  on  such  Calculation  Date  after
          giving  effect  to  the  incurrence  of any Debt by the Company or any
          Restricted  Subsidiary  on  such  date  and  the  application  of  the
          proceeds  thereof,  to

               (ii)  EBITDA  for  the  period  of  four  (4)  consecutive fiscal
          quarters  of  the  Company  most  recently  ended  at  such  time,

     to  be  greater  than  the  ratio  set  forth  opposite such period in such
     table:

         Fiscal  Period                       Ratio

Closing  Date  up  to  but  not           6.0   to  1.00
including  September  30,  1998

September  30,  1998  up  to  but  not    5.25  to  1.00
including  September  30,  1999

September  30,  1999  up  to  but  not    4.75  to  1.00
including  September  30,  2000

September  30,  2000  up  to  but  not    5.00  to  1.00
including  December  31,  2000

December  31,  2000  up  to  but  not     6.50  to  1.00
including  March  31,  2001

March  31,  2001  up  to  but  not        6.25  to  1.00
including  September  30,  2001

September  30,  2001  up  to  but  not    6.00  to  1.00
including  December  31,  2001

December  31,  2001  and  thereafter      4.00  to  1.00

          As  used  in  this  paragraph  8C,  "Calculation  Date"  means

               (a)  the  Closing  Date,

               (b)  the  last  day  of  each  fiscal  quarter of the Company, or

               (c)  the  date  of  any  Acquisition  Loan,

     as  the  case  may  be."

          "8E.  Restricted  Payments  The  Company  will  not,  and  will  not
     permit  any  Restricted  Subsidiary  to,

               (i)    declare  or  pay  any  dividend  (other  than   stock
          dividends)  or  distribution  on  any  of  its  capital  stock,

               (ii)       purchase  or  redeem  any  capital  stock  of  the
          Company  or  any  Restricted  Subsidiary  (or any warrants, options or
          other  rights  in  respect  thereof),

               (iii)     make  any  other  distribution  to  shareholders of the
          Company  or  any  Restricted  Subsidiary,

               (iv)       prepay,  purchase,  defease  or  redeem  any  Debt
          subordinate  to  the  Notes,  or

               (v)       set  aside  funds  for  any  of  the  foregoing;

     provided  that  (i)  any  Restricted  Subsidiary may declare dividends,  or
     make  other  distributions,  to  the  Company  or  to  another  Restricted
     Subsidiary  of  the  Company  (but  not  to any other Person) and  (ii)  so
     long  as  no  Event  of  Default  or  Default  exists  or  would  result
     therefrom  and,  if  both  immediately  prior and immediately after  giving
     effect  thereto,  the  Leverage  Ratio  is equal to or less than 3.0:1, the
     Company  may  declare  and  pay  dividends  on  its  common  stock  in  any
     fiscal  year  of  the  Company  in  an  amount  not  to  exceed  15%  of
     Consolidated  Net  Income  for  the  immediately preceding fiscal  year  of
     the  Company  (provided,  that  the  Company  may  only  pay  any  dividend
     pursuant  to  this  clause  (ii)  if,  after  giving  effect  thereto,  the
     Company  shall  be  in  compliance  with  paragraph  8A, paragraph  8B  and
     paragraph  8C  on  a  pro  forma  basis  for  the twelve consecutive  month
     period  ending  on  the  date  of payment, as determined by the Company  in
     good  faith  in  a  certificate  provided  to  the holders of Notes  on  or
     prior  to  the  date  of  declaration  of  such  dividend),  it  being
     understood  that,  unless  an  Event  of Default under clause (i) or clause
     (ii)  of  paragraph  9A  exists,  dividends  may  be paid  within  60  days
     after  the  date  of  declaration  thereof  if  at such date of declaration
     such  dividend  complied  with  this  clause  (ii) even if at the  time  of
     payment  thereof  the  Company  is  not  in  compliance  with  this  clause
     (ii)."

     3.    Section  8  of  the  Existing  Note  Purchase  Agreement  is  hereby
amended  by  the  addition  on  the  following  Paragraph  8N and  Paragraph  8M
immediately  following  the  existing  Paragraph  8M:

          "8N.  Capital  Expenditures.  The  Company  will  not  and  will  not
     permit  any  Restricted  Subsidiary  to,  make  or  commit  to  make  any
     capital  expenditure  in  any  fiscal  year  of the Company, except capital
     expenditures  which  do  not  in  the  aggregate exceed (i) $35,000,000  in
     the  fiscal  year  of  the  Company  ended  December  31,  2000  and  (ii)
     $10,000,000  in  each  fiscal  year  of  the  Company  thereafter.

          8M.  Minimum  EBITDA.

               (a)   The  Company  will  not  permit  EBITDA  for  the  period
          January  1.  2001  through  any  date set forth below to be less  than
          the  amount  set  forth  below  opposite  such  date:

                 Date              EBITDA  Amount

                 March  31,  2001    $1,307,085
                 April  30,  2001    $2,780,985
                 May  31,  2001      $6,976,834
                 June  30,  2001     $11,867,436
                 July  31,  2001     $15,971,515
                 August  31,  2001   $20,249,990
                 September 30, 2001  $24,274,490
                 October  31,  2001  $27,028,462
                 November 30,  2001  $28,108,365
                 December 31,  2001  $28,364,812.

               (b)   The  Company  will  not  permit  EBITDA  for  any  period
          ending  during  any  fiscal  year  of  the Company ending on or  after
          December  31,  2002  to  be  less than the amount equal to 80% of  the
          amount  required  by  the  Bank  Credit  Agreement  for  such  period
          (EBITDA  to  be  determined  for  such  period  on the same  basis  as
          EBITDA  is  determined  under  the  Bank  Credit  Agreement).

     4.    The  definition  of  "Remaining  Scheduled  Payments" in Section  13A
of  the  Existing  Note  Purchase  Agreement  shall  be  amended  and  restated
respectively  to  read  as  follows:

          "Remaining  Scheduled  Payments"  shall  mean,  with  respect  to  the
     Called  Principal  of  any  Note,  all  payments  of such Called  Principal
     and  interest  thereon  (interest  thereon  being  determined assuming  for
     the  purposes  of  this  definition  that  interest shall accrue  from  the
     Settlement  Date  at  the  rate  of (x) 10.34% per annum in the case of the
     1996  Notes  and  (y)  10.09%  in the case of the 1998 Notes) that would be
     due  on  or  after  the  Settlement  Date  with  respect  to  such  Called
     Principal  if  no  payment  of  such  Called Principal were made  prior  to
     its  scheduled  due  date."

     5.    The  definitions  of  "EBITDA",  "Consolidated  Capital Expenditures"
and  "Consolidated  Fixed  Charges"  in  Section  13B  of  the  Existing  Note
Purchase  Agreement  shall  be  amended  and  restated respectively to  read  as
follows:

          ""EBITDA"  means,  in  respect  of  any  period,  Consolidated  Net
     Income  (exclusive  of,  to  the  extent  deducted  in  determining  such
     Consolidated  Net  Income  (and  without  duplication), income that is both
     non-operating  and  non-recurring)  for  such  period  plus to  the  extent
     deducted  in  the  computation  of  such Consolidated Net Income,  each  of
     the  following:

               (i)  Consolidated  Interest  Expense,

               (ii)  taxes  imposed  on  or  measured  by  income  or  excess
          profits  of  the  Company  and  its  Restricted  Subsidiaries,

               (iii)      the  amount  of  all  depreciation,  amortization  and
          depletion   allowances  of  the  Company   and   its   Restricted
          Subsidiaries,

               (iv)  the  amount  of  any  loss  realized upon the sale or other
          disposition  of  property  of  the  Company  or  any   Restricted
          Subsidiary  that  is  not  sold  or  otherwise  disposed  of  in  the
          ordinary  course  of  business;

               (v)   expense  that  is  both  non-operating  and  non-recurring;
          and

               (vi)  restructuring  charges  incurred  in  connection  with
          business  closures;  provided  that  the  consolidated  net  income
          (plus,  to  the  extent  deducted  in  calculating  such  consolidated
          net  income,  interest  expense,  income  tax  expense,  depreciation
          and  amortization)  of  any  Person,  or  attributable to any division
          or  similar  business  unit,  in  each  case  set  forth  on  the
          Designated  Asset  Schedule  (as  defined  in  the  Bank   Credit
          Agreement  (as  in  effect  on  the Effective Date)), disposed  of  by
          the  Company  or  any  Subsidiary  to  an unaffiliated third party  in
          an  Asset  Sale  (as  defined  herein)  during  such period  (a  "Sold
          Business")  will  be  included  on  a pro forma basis for the  portion
          of  such  period  after  such  Sold  Business  was sold  or  otherwise
          disposed  of  in  an  amount  equal to the amount forecasted  in  good
          faith  by  the  Company  for  such  Sold  Business as what  such  Sold
          Business  would  have  earned  during  the  remainder of  such  period
          until  the  time  of  sale  or  disposition  (as  such  time  was
          anticipated  by  the  Company  in  the  estimates referred  to  below)
          had  it  not  been  sold  or otherwise disposed of, which forecast  is
          set  forth  in  estimates  delivered  by the Company to the holders of
          Notes  prior  to  the  Effective  Date;

     but   subtracting   therefrom,  to  the  extent   reflected   in   the
     determination  of  Consolidated  Net  Income,  any gain realized  upon  the
     sale  or  other  disposition  of  property of the Company or any Restricted
     Subsidiary  that  is  not  sold  or  otherwise disposed of in the  ordinary
     course   of  business;  provided  that  for  purposes  of  determining
     compliance  with  paragraph  8C  hereof  only, EBITDA with respect  to  any
     such  period  shall  be  adjusted  to include the historical EBITDA of  any
     Restricted  Subsidiary  that  was  acquired  (a)  during such  period,  and
     (b)  if  the  Calculation  Date  is  the  date of any Acquisition Loan,  on
     the  Calculation  Date,  as  if  such  Restricted  Subsidiary  had  been
     acquired  on  the  first  day  of  such  period."

          "Consolidated  Capital  Expenditures"  means,  for  any  period,  all
     expenditures  which,  in  accordance  with  GAAP, would be required  to  be
     capitalized  and  shown  on  the  consolidated  balance  sheet  of  the
     Company,  but  excluding  (a)  payments  on  the Lohja Note and Investments
     in  preferred  stock  issued  by  Dekalb Stone (to the extent such payments
     or  Investments  constitute  capital  expenditures)  and  (b)  expenditures
     made  in  connection  with  the  replacement,  substitution  or restoration
     of  assets  to  the  extent  financed (i) from insurance proceeds (or other
     similar  recoveries)  paid  on  account  of  the loss of or damage  to  the
     assets  being  replaced  or  restored  or  (ii) with awards of compensation
     arising  from  the  taking  by  eminent  domain  or  condemnation  of  the
     assets  being  replaced.

     As  used  in  this  definition,

               "Lohja  Note"  means  the  Promissory  Note  dated July 13,  1994
          issued  by  the  Company  to  the order of Lohja, Inc. in the original
          principal  amount  of   Three  Million  Seven  Hundred  Fifty-Nine
          Thousand  Five  Hundred  Dollars  ($3,759,500).

          "Consolidated  Fixed  Charges"  means,  in  respect of any  period  of
     four  (4)  consecutive  fiscal  quarters  of  the  Company,  the  sum  of

               (i)   Consolidated  Interest  Expense  in  respect  of  such
          period,  plus

               (ii)  Maintenance  Capital  Spending  made  during  such  period,
          plus

               (iii)      taxes  paid  in  cash  by  the  Company  and  its
          Restricted  Subsidiaries   (other  than  taxes  that  are  directly
          attributable  to  Asset  Sales)  during  such  period,  plus

               (iv)   all   scheduled  principal  payments   due   on   any
          Consolidated  Debt  during  such  period,  other  than  any  principal
          payments  to  be  made  as  a  result  of any mandatory  reduction  of
          commitments  under  the  Bank  Credit  Agreement.

          As  used  in  this  definition,

               "Asset  Sale"  means  the  sale,  lease,  assignment  or  other
          transfer  for  value  by  the  Company or any Restricted Subsidiary to
          any  Person  (other  than  the  Company  or any Restricted Subsidiary)
          of  any  asset  or  right  of  the  Company  or  such  Restricted
          Subsidiary  (including  any  sale  or  other transfer of stock of  any
          Restricted  Subsidiary,  whether  by  merger,  consolidation   or
          otherwise);  for  purposes  of  greater  clarity,  it  is  understood
          that  a  sale  by  the  Company  or  any Restricted Subsidiary of  its
          own  capital  stock  is  not  an  "Asset  Sale"  hereunder.

               "Maintenance  Capital  Spending"  means,  for  any  period,  the
          aggregate  amount  of  Consolidated  Capital  Expenditures  for  such
          period  necessary  to  maintain  the  then existing properties of  the
          Company  and  its  Restricted  Subsidiaries  in good working order and
          condition;  provided  that  Maintenance  Capital  Spending  shall  not
          exceed  (1)  $17,200,000  for  each  of  the  fiscal  periods  ending
          September  30,  2000  and  December  31, 2000 and (b) $10,000,000  for
          each  fiscal  period  ending  during  the  fiscal year of the  Company
          ending  December  31,  2001.

     6.    Clause  (xi)  of  the  definition  of  "Restricted  Investment"  in
Section  13B  of  the  Existing  Note Purchase Agreement is amended and restated
respectively  to  read  as  follows:

          "(xi)       Permitted   Acquisitions  so  long   as   the   total
     consideration  for  all  Permitted  Acquisitions  (including  cash  and
     noncash  purchase  price,  liabilities  assumed,  deferred  or  financed
     purchase   price,  purchase  price  characterized  as   noncompetition
     payments  and  the  like)  does  not  exceed (x) $0 during the fiscal  year
     of  the  Company  ended  December  31,  2001  or  (y)  $10,000,000  in  any
     fiscal  year  of  the  Company  ended thereafter and both before and  after
     giving  effect  to  such  acquisition,  the  Leverage Ratio (as defined  in
     paragraph  8C  hereof)  shall  be  less  than  3.0 to 1.0 on  a  pro  forma
     basis."

     7.    The  definitions  of  "Effective  Date",  "Interest Rate Change Date"
and  "Leverage  Ratio"  shall  be  added  to  Section 13B of the  Existing  Note
Purchase  Agreement  in  the  respective  alphabetical order thereof to read  as
follows:

          ""Effective  Date"  means  the  "Effective  Date"  as defined  in  the
     Amendment  No.  3  to  this  Agreement  dated  as  of  September  29, 2000.

          "Interest  Rate  Change  Date"  means  the earlier to occur of (a) the
     date  upon  which  the  Company  shall  have  applied to the prepayment  of
     the  Notes,  in  accordance  with  paragraph 6A or paragraph 6B, the sum of
     Ten  Million  Dollars  ($10,000,000),  together  with  interest thereon  to
     the  prepayment  dates  and  the  Yield-Maintenance  Amounts, if any,  with
     respect  to  the  Notes,  and  (b) the date the Leverage Ratio is less than
     3.0  to  1.0.

          "Leverage  Ratio"  has  the  meaning  assigned to it in paragraph 8C."

     8.    The  Existing  Note  Purchase  Agreement  is  amended  by  deleting
therefrom  the  current  forms  of  Exhibit  A1  and  Exhibit  A2  thereto  and
replacing  them  with  Exhibit  A3  and  Exhibit  A4,  respectively,  attached
hereto.   Any  reference  in  the  Existing  Note  Purchase  Agreement  to  the
"10.34%  Senior  Subordinated  Notes  Due  November 22, 2006" shall be deemed  a
reference  to  the  "Senior  Subordinated  Notes Due November 22, 2006" and  any
reference  in  the  Existing  Note  Purchase  Agreement  to the  "10.09%  Senior
Subordinated  Notes  Due  November  22,  2008"  shall be deemed a  reference  to
the  "Senior  Subordinated  Notes  Due  November  22,  2008"



<PAGE>



                                                                     EXHIBIT  A2

                       AMENDMENTS  TO  EXISTING  NOTES

     1.   The  1996  Notes  outstanding  on  the  Effective  Date  of this First
Amendment  are  hereby,  without  any  further  action  required  on the part of
any  other  Person,  deemed  to  be automatically amended to conform to and have
the  terms  provided  in  Exhibit  A3 attached hereto (except that the principal
amount  and  the  payee  of  each  Note  shall remain unchanged).  Any 1996 Note
issued  on  or  after  the  Effective  Date  of this First Amendment shall be in
the  form  of  Exhibit  A3  attached  hereto.

     2.   The  1998  Notes  outstanding  on  the  Effective  Date  of this First
Amendment  are  hereby,  without  any  further  action  required  on the part of
any  other  Person,  deemed  to  be automatically amended to conform to and have
the  terms  provided  in  Exhibit  A4 attached hereto (except that the principal
amount  and  the  payee  of  each  Note  shall remain unchanged).  Any 1998 Note
issued  on  or  after  the  Effective  Date  of this First Amendment shall be in
the  form  of  Exhibit  A4  attached  hereto.



<PAGE>



                                                                     EXHIBIT  A3

               FORM  OF  SENIOR  SUBORDINATED  NOTE  -  1996  NOTE

                           U.S.  AGGREGATES,  INC.

              Senior  Subordinated  Note  Due  November  22,  2006


No.  S-___                                                 PPN:  [90345@  AA  1]
$_________                                                                [Date]

     U.S.  AGGREGATES,  INC.,  a  Delaware  corporation  (together  with  its
successors,  the  "Company"),  for  value  received,  hereby  promises to pay to
___________  or  registered  assigns  the  principal sum of ____________ DOLLARS
($________),  together  with  all  Capitalized  Interest Amounts (as hereinafter
defined),  or,  if  less,  the  unpaid  principal  amount  of  this  Note,  on
November  22,  2006,  and  to  pay  interest (computed on the basis of a 360-day
year  of  twelve  30-day  months)  on  the  unpaid principal balance hereof from
the  date  of  this  Note  until  the  principal  amount hereof shall become due
and  payable,  at  the  rate  of  (i)  at  all  times prior to but excluding the
Effective  Date  (as  defined  in  the  Note  Agreement (as defined below)), ten
and  thirty-four  one-  hundredths  percent  (10.34%)  per  annum,  (ii)  at all
time  from  and  including  the  Effective  Date  but prior to the Interest Rate
Change  Date  (as  defined  in  the  Note Agreement), fourteen percent (14%) per
annum  and  all  times  from  and including the Interest Rate Change Date twelve
percent  (12%)  per  annum,  payable  quarterly  on the twenty-second (22nd) day
of  February,  May,  August  and  November  (each an "Interest Payment Date") in
each  year,  commencing  on  the  later  of  February  22,  1997  and  the first
Interest  Payment  Date  occurring  after  the  date of this Note, and to pay on
demand  interest  on  any  overdue  principal  (including  any  overdue
prepayment),  any  overdue  payment  of  Yield-Maintenance  Amount,  if  any, or
(to  the  extent  permitted  by  applicable  law)  any  overdue  installment  of
interest  (the  due  date  of  such  payments  to  be  determined without giving
effect  to  any  grace  period)  or  if  an  Event  of  Default  under  the Note
Agreement  shall  have  occurred  and  be  continuing,  at  the  rate  per annum
equal  to  the  lesser  of  (a)  the  highest  rate allowed by applicable law or
(b)  the  greater  of  (i)  sixteen percent (16%), or (ii) two percent (2%) over
the  rate  of  interest  publicly  announced by Morgan Guaranty Trust Company in
New  York  City  from  time  to  time  as  its  prime  rate.

     If  at  such  time  the  interest rate in effect under this Note is greater
than  twelve  percent  (12%)  per  annum,  on  any  Interest Payment Date during
such  time,  in  lieu  of  making  the  entire  interest payment on this Note in
cash,  the  Company  may:

          (a)  pay  on  such Interest Payment Date, in cash, that portion of the
     interest  accrued  on the outstanding principal amount of such Note to such
     Interest  Payment  Date as would have accrued at the rate of twelve percent
     (12.00%)  per  annum;  and

          (b)  both:

               (i)  pay  on  such Interest Payment Date, in cash, none, any part
          or  all  of  the  interest  accrued on such principal to such Interest
          Payment Date as would  have  accrued  at  the rate of two percent (2%)
          per annum; and

               (ii)  add  to  the  outstanding principal amount of such Notes on
          such  Interest Payment Date the portion of such interest as would have
          accrued at the rate of  two  percent  (2%) per annum which is not paid
          in cash pursuant to the immediately  preceding  clause (i) (each  such
          addition with respect to this Note, a "Capitalized Interest Amount").

Interest  shall  begin  to  accrue  on  each  Capitalized  Interest  Amount
beginning  on  and  including  the  Interest  Payment  Date  on  which  such
Capitalized  Interest  Amount  is  added  to  the principal amount of this Note,
and  such  interest  shall  accrue  and  be  paid, together with the interest on
the  remaining  principal  amount  of  this  Note, in accordance with this Note.
Notwithstanding  anything  herein  to  the  contrary,  all  interest  due  and
payable  on  the  date  that  the  entire  then  outstanding principal amount of
this  Note  becomes  due  and  payable,  whether on the maturity date hereof, by
acceleration  or  otherwise,  shall  be  due and payable in full in cash on such
date.  All  Capitalized  Interest  Amounts  will  for  all purposes of this Note
and  the  Note  Agreement  constitute  outstanding  principal  on  this  Note.

     Payments  of  principal,  Yield-Maintenance  Amount,  if  any, and interest
shall  be  made  in  such  coin  or  currency of the United States of America as
at  the  time  of  payment  is  legal  tender  for  the  payment  of  public and
private  debts  to  the  registered  holder  hereof  at the address shown in the
register  maintained  by  the  Company  for such purpose, in the manner provided
in  the  Note  Agreement.

     This  Note  is  one  of  an issue of Senior Subordinated Notes due November
22,  2006  issued  in  an  aggregate  principal amount of Thirty Million Dollars
($30,000,000)  (which  amount  may  be  increased  by  any  Capitalized Interest
Amounts)  pursuant  to  the  Amended  and  Restated  Note  and  Warrant Purchase
Agreement  (as  amended  and  as  may  be further amended from time to time, the
"Note  Agreement"),  dated  as  of  June  5,  1998,  between the Company and The
Prudential  Insurance  Company  of  America.  Capitalized  terms used herein and
not  defined  herein  have  the  meanings  specified  in  the  Note  Agreement.

     As  provided  in  the  Note  Agreement, this Note is subject to prepayment,
in  whole  or  from  time  to time in part, in certain cases without premium and
in  other  cases  with  a  premium  as  specified  in  the  Note  Agreement.

     This  Note  is  a  registered  note and, as provided in the Note Agreement,
upon  surrender  of  this  Note  for registration of transfer, duly endorsed, or
accompanied  by  a  written  instrument  of  transfer  duly  executed,  by  the
registered  holder  hereof  or  such  holder's  attorney  duly  authorized  in
writing,  a  new  Note  for  a  like  principal  amount  will  be issued to, and
registered  in  the  name  of,  the  transferee.  Prior  to  due presentment for
registration  of  transfer,  the  Company  may  treat  the  person in whose name
this  Note  is  registered  as  the  owner  hereof  for the purpose of receiving
payment  and  for  all  other  purposes,  and  the Company shall not be affected
by  any  notice  to  the  contrary.

     The  obligations  evidenced  by  this  Note  are subordinated to the Senior
Debt  on  the  terms  provided  in  the Note Agreement and the holder hereof, by
acceptance  hereof,  agrees  to  be  bound  by  the  subordination provisions in
the  Note  Agreement.

     THIS  NOTE  IS  GIVEN  IN  SUBSTITUTION  AND  WITHOUT  NOVATION  OF  A
PROMISSORY  NOTE  DATED  NOVEMBER  21,  1996 AND ISSUED BY U.S. AGGREGATES, INC.

     THIS  NOTE  AND  THE  NOTE  AGREEMENT  ARE  GOVERNED  BY,  AND  SHALL  BE
CONSTRUED  AND  ENFORCED  IN  ACCORDANCE  WITH,  THE  INTERNAL LAWS OF THE STATE
OF  NEW  YORK.


                                   U.S.  AGGREGATES,  INC.



                                   By:  /s/ Michael J. Stone
                                        Name:   Michael J. Stone
                                        Title:  Chief  Financial  Officer,
                                                Treasurer and  Secretary



<PAGE>



                                                                     EXHIBIT  A4

               FORM  OF  SENIOR  SUBORDINATED  NOTE  -  1998  NOTE

                           U.S.  AGGREGATES,  INC.

              Senior  Subordinated  Note  Due  November  22,  2008


No.  S-___                                                 PPN:  [90345@  AB  9]
$_________                                                                [Date]

     U.S.  AGGREGATES,  INC.,  a  Delaware  corporation  (together  with  its
successors,  the  "Company"),  for  value  received,  hereby  promises to pay to
___________  or  registered  assigns  the  principal sum of ____________ DOLLARS
($________),  together  with  all  Capitalized  Interest Amounts (as hereinafter
defined),  or,  if  less,  the  unpaid  principal  amount  of  this  Note,  on
November  22,  2008,  and  to  pay  interest (computed on the basis of a 360-day
year  of  twelve  30-day  months)  on  the  unpaid principal balance hereof from
the  date  of  this  Note  until  the  principal  amount hereof shall become due
and  payable,  at  the  rate  of  (i)  at  all  times prior to but excluding the
Effective  Date  (as  defined  in  the  Note  Agreement  (as defined below), ten
and  nine  hundredths  percent  (10.09%)  per  annum,  (ii) at all time from and
including  the  Effective  Date  but  prior to the Interest Rate Change Date (as
defined  in  the  Note  Agreement),  fourteen  percent  (14%)  per annum and all
times  from  and  including  the  Interest Rate Change Date twelve percent (12%)
per  annum,  payable  quarterly  on  the  twenty-second  (22nd) day of February,
May,  August  and  November  (each  an  "Interest  Payment  Date") in each year,
commencing  on  the  later  of  August  22,  1998 and the first Interest Payment
Date  occurring  after  the  date  of  this  Note, and to pay on demand interest
on  any  overdue  principal  (including  any  overdue  prepayment),  any overdue
payment  of  Yield-Maintenance  Amount,  if  any,  and  (to the extent permitted
by  applicable  law)  any  overdue  installment  of  interest  (the  due date of
such  payments  to  be  determined  without  giving  effect to any grace period)
or  if  an  Event  of  Default  under the Note Agreement shall have occurred and
be  continuing,  at  the  rate  per annum equal to the lesser of (a) the highest
rate  allowed  by  applicable  law  or  (b)  the  greater of (i) sixteen percent
(16%),  or  (ii)  two  percent  (2%)  over  the  rate  of  interest  publicly
announced  by  Morgan  Guaranty  Trust  Company  in  New  York City from time to
time  as  its  prime  rate.

     If  at  such  time  the  interest rate in effect under this Note is greater
than  twelve  percent  (12%)  per  annum,  on  any  Interest Payment Date during
such  time,  in  lieu  of  making  the  entire  interest payment on this Note in
cash,  the  Company  may:

          (c)  pay  on  such Interest Payment Date, in cash, that portion of the
     interest  accrued  on the outstanding principal amount of such Note to such
     Interest  Payment  Date as would have accrued at the rate of twelve percent
     (12.00%)  per  annum;  and

          (d)  both:

               (i)  pay  on  such Interest Payment Date, in cash, none, any part
          or  all  of the  interest  accrued on such principal to such Interest
          Payment Date as would  have  accrued  at the  rate of two percent (2%)
          per annum; and

               (ii)  add  to  the  outstanding principal amount of such Notes on
          such  Interest Payment Date the portion of such interest as would have
          accrued at the rate of  two  percent  (2%) per annum which is not paid
          in cash pursuant to the immediately  preceding  clause (i) (each such
          addition with respect to this Note, a "Capitalized Interest Amount").

Interest  shall  begin  to  accrue  on  each  Capitalized  Interest  Amount
beginning  on  and  including  the  Interest  Payment  Date  on  which  such
Capitalized  Interest  Amount  is  added  to  the principal amount of this Note,
and  such  interest  shall  accrue  and  be  paid, together with the interest on
the  remaining  principal  amount  of  this  Note, in accordance with this Note.
Notwithstanding  anything  herein  to  the  contrary,  all  interest  due  and
payable  on  the  date  that  the  entire  then  outstanding principal amount of
this  Note  becomes  due  and  payable,  whether on the maturity date hereof, by
acceleration  or  otherwise,  shall  be  due and payable in full in cash on such
date.  All  Capitalized  Interest  Amounts  will  for  all purposes of this Note
and  the  Note  Agreement  referred  to  below  constitute outstanding principal
on  this  Note.

     Payments  of  principal,  Yield-Maintenance  Amount,  if  any, and interest
shall  be  made  in  such  coin  or  currency of the United States of America as
at  the  time  of  payment  is  legal  tender  for  the  payment  of  public and
private  debts  to  the  registered  holder  hereof  at the address shown in the
register  maintained  by  the  Company  for such purpose, in the manner provided
in  the  Note  Agreement.

     This  Note  is  one  of  an issue of Senior Subordinated Notes due November
22,  2006  issued  in  an  aggregate principal amount of Fifteen Million Dollars
($15,000,000)  (which  amount  may  be  increased  by  any  Capitalized Interest
Amounts)  pursuant  to  the  Amended  and  Restated  Note  and  Warrant Purchase
Agreement  (as  amended  and  as  may  be further amended from time to time, the
"Note  Agreement"),  dated  as  of  June  5,  1998,  between the Company and The
Prudential  Insurance  Company  of  America.  Capitalized  terms used herein and
not  defined  herein  have  the  meanings  specified  in  the  Note  Agreement.

     As  provided  in  the  Note  Agreement, this Note is subject to prepayment,
in  whole  or  from  time  to time in part, in certain cases without premium and
in  other  cases  with  a  premium  as  specified  in  the  Note  Agreement.

     This  Note  is  a  registered  note and, as provided in the Note Agreement,
upon  surrender  of  this  Note  for registration of transfer, duly endorsed, or
accompanied  by  a  written  instrument  of  transfer  duly  executed,  by  the
registered  holder  hereof  or  such  holder's  attorney  duly  authorized  in
writing,  a  new  Note  for  a  like  principal  amount  will  be issued to, and
registered  in  the  name  of,  the  transferee.  Prior  to  due presentment for
registration  of  transfer,  the  Company  may  treat  the  person in whose name
this  Note  is  registered  as  the  owner  hereof  for the purpose of receiving
payment  and  for  all  other  purposes,  and  the Company shall not be affected
by  any  notice  to  the  contrary.

     The  obligations  evidenced  by  this  Note  are subordinated to the Senior
Debt  on  the  terms  provided  in  the Note Agreement and the holder hereof, by
acceptance  hereof,  agrees  to  be  bound  by  the  subordination provisions in
the  Note  Agreement.

     THIS  NOTE  IS  GIVEN  IN  SUBSTITUTION  AND  WITHOUT  NOVATION  OF  A
PROMISSORY  NOTE  DATED  JUNE  5,  1998  AND  ISSUED  BY  U.S.  AGGREGATES, INC.

     THIS  NOTE  AND  THE  NOTE  AGREEMENT  ARE  GOVERNED  BY,  AND  SHALL  BE
CONSTRUED  AND  ENFORCED  IN  ACCORDANCE  WITH,  THE  INTERNAL LAWS OF THE STATE
OF  NEW  YORK.


                                   U.S.  AGGREGATES,  INC.



                                   By:  /s/ Michael J. Stone
                                        Name:   Michael J. Stone
                                        Title:  Chief  Financial  Officer,
                                                Treasurer and  Secretary



<PAGE>



                                                                      EXHIBIT  B

                       [FORM  OF  GUARANTOR  CONSENT]


     Reference  is  made  to  that  certain  Amended  and  Restated  Note  and
Warrant  Purchase  Agreement,  dated  as  of  June 5, 1998 (the  "Note  Purchase
Agreement"),  between  U.S.  Aggregates,  Inc.  (the  "Company")  and   The
Prudential  Insurance  Company  of  America  (the  "Noteholder"),  pursuant  to
which  $30,000,000  principal  amount  of  10.34%  Senior Subordinated Notes due
November  22,  2006  and  $15,000,000  principal  amount  of  10.09%  Senior
Subordinated  Notes  due  November  22,  2008 (the "Notes") of the Company  have
been  issued  to  the  Noteholder  and  are  currently outstanding.  Capitalized
terms  used  herein  and  defined  in  the  Note  Purchase  Agreement  are  used
herein  with  the  meanings  ascribed  to  them in the Note Purchase  Agreement.
The  Note  Purchase  Agreement  was  amended  pursuant  to the terms of  (i)  an
Amendment  No.  1  to  the  Amended  and  Restated  Note  and  Warrant  Purchase
Agreement  dated  as  of  April  14,  1999 and (ii) an Amendment No.  2  to  the
Amended  and  Restated  Note  and  Warrant Purchase Agreement dated as of August
12,  1999  (as  in  effect  immediately prior to giving effect to the amendments
provided  for  in  Amendment  No.  3  to  the  Amended  and  Restated  Note  and
Warrant  Purchase  Agreement,  the  "Existing  Note Purchase Agreement" and,  as
amended  pursuant  to  Amendment  No.  3  to the Amended and Restated  Note  and
Warrant  Purchase  Agreement  and  as  may  be  further  amended,  restated  or
otherwise   modified  from  time  to  time,  the  "Amended  Note   Purchase
Agreement").  The  Existing  Note  Purchase  Agreement  and the Notes are  being
amended  pursuant  to  the  terms  of  Amendment  No.  3 to  the  Note  Purchase
Agreement  dated  as  of  September  29, 2000 (the "Third Amendment Agreement").

     Each  of  the  undersigned  Restricted  Subsidiaries  (each, a "Guarantor")
is  a  party  to  the  Subsidiary  Guaranty entered into in connection with  the
execution  and  delivery  of  the  Note Purchase Agreement and the issuance  and
sale  of  the  Notes.  Each  Guarantor  hereby  consents  to the Third Amendment
Agreement  and  acknowledges  and  affirms  all  of  its obligations  under  the
terms  of  the  Subsidiary  Guaranty.

Dated:  As  of  September  29,  2000



[Remainder  of  page  intentionally  left  blank.  Next page is signature page.]



<PAGE>



     IN  WITNESS  WHEREOF,  each  Guarantor  has  caused this Guarantor  Consent
to  be  executed  on  its  behalf, as of the date first above written, by one of
its  duly  authorized  officers.


                                   SRM  HOLDINGS  CORP.



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   SOUTHERN  READY  MIX,  INC.



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   WESTERN  AGGREGATES
                                   HOLDING  CORP.



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   WESTERN  ROCK  PRODUCTS
                                   CORPORATION



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   COX  ROCK  PRODUCTS,
                                   INCORPORATED



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   COX  TRANSPORT  CORPORATION



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   JENSEN  CONSTRUCTION  &
                                   DEVELOPMENT,  INC.



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   SANDIA  CONSTRUCTION,  INC.



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   SOUTHERN  NEVADA
                                   AGGREGATES,  INC.



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   MOHAVE  CONCRETE  AND
                                   MATERIALS,  INC.  (NEVADA)



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   MOHAVE  CONCRETE  AND
                                   MATERIALS,  INC.  (ARIZONA)



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   A-BLOCK  COMPANY,  INC.
                                   (ARIZONA)



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   A-BLOCK  COMPANY,  INC.
                                   (CALIFORNIA)



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   VALLEY  ASPHALT,  INC.



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   DEKALB  STONE,  INC.



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   GEODYNE  TRANSPORT,  INC.



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   FALCON  RIDGE  CONSTRUCTION,
                                   INC.



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   BECK  PAVING,  INC.



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   MULBERRY  ROCK  CORPORATION



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   BHY  READY  MIX,  INC.



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   BRADLEY  STONE  &  SAND,  INC.



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   TRI-STATE  TESTING
                                   LABORATORIES,  INC.



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   BIG  HORN  REDI  MIX,  INC.



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   TREASURE  VALLEY  CONCRETE,
                                   INC.



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer

                                   MONROC,  INC.



                                   By  /s/ Theresa Pajes
                                      Name:   Theresa Pajes
                                      Title:  Assistant Treasurer



<PAGE>



                                                                      EXHIBIT  C

            [COPY  OF  EXECUTED  FOURTH  BANK  AMENDMENT]



</TEXT>
</DOCUMENT>
