EXHIBIT 4.16



                       WARRANT AGREEMENT

          This WARRANT AGREEMENT (this "Agreement") is made as of
April  27,  2001,  by and between Golder, Thoma, Cressey,  Rauner
Fund  IV,  L.P., a Delaware limited partnership (the "Lender"  or
"GTCR"),  and U.S. Aggregates, Inc., a Delaware corporation  (the
"Company").  Capitalized  terms used  herein  and  not  otherwise
defined shall have the meanings given to such terms in Section 4A
hereof.

          WHEREAS, the Company and the Lender have entered into a
Junior  Subordinated Loan Agreement, dated as of the date  hereof
(as  the  same  shall be modified, amended and supplemented  from
time to time, the "Loan Agreement");

          WHEREAS,  pursuant  to the Loan Agreement,  the  Lender
will  make  a  loan  to  the Company on the  date  hereof  in  an
aggregate principal amount of $2,000,000 (the "Loan");

          WHEREAS, as an inducement and partial consideration  to
the Lender to enter into the Loan Agreement and to make the Loan,
the  Company has agreed to issue to the Lender on the date hereof
a  warrant  (the  "Common  Warrant") representing  the  right  to
purchase the Common Warrant Shares from the Company, pursuant  to
the  terms  and conditions of this Agreement and in the  form  of
Exhibit A attached hereto; and

          WHEREAS, the Company has authorized the issuance of the
Common Warrant to the Lender pursuant to the terms and conditions
of this Agreement and the Common Warrant.

          NOW,  THEREFORE, in consideration of the  premises  and
other   good   and  valuable  consideration,  the   receipt   and
sufficiency of which are hereby acknowledged, the parties  hereto
agree as follows:

     SECTION 1.     Issuance of Common Warrant; Closing.

          1A.   Closing.  The issuance of the Common  Warrant  to
the  Lender (the "Closing") shall take place simultaneously  with
the closing of the Loan pursuant to the Loan Agreement.  The date
of the Closing is hereinafter referred to as the "Closing Date."

          1B.   Issuance of the Common Warrant.  At the  Closing,
the  Company  shall  issue  to  the  Lender  the  Common  Warrant
representing  the  right to purchase the Common  Warrant  Shares.
The Common Warrant shall be exercisable immediately upon issuance
thereof,  and the Lender may exercise all or any portion  of  the
Common  Warrant at any time and from time to time  thereafter  in
accordance with such Common Warrant.

     SECTION  2.      Representations  and  Warranties   of   the
Company.   As of the Closing, the Company represents and warrants
to the Lender as follows:

          2A.   Good Standing.  The Company is a corporation duly
formed,  validly existing and in good standing under the laws  of
the State of Delaware.

          2B.  Authority Relative to this Agreement.  The Company
has all requisite corporate power and authority to enter into and
perform  this  Agreement  and to issue  and  deliver  the  Common
Warrant  to  the Lender.  The execution, delivery and performance
by  the  Company  of this Agreement, including the  issuance  and
delivery  of  the Common Warrant to the Lender,  have  been  duly
authorized by all necessary corporate action on the part  of  the
Company.  This Agreement has been duly executed and delivered  by
the  Company and is a legal, valid and binding obligation of  the
Company and is enforceable against the Company in accordance with
its terms (except as may be limited by bankruptcy, insolvency  or
other laws affecting the enforcement of creditors' rights).

          2C.   No  Conflict  or Violation.   The  execution  and
delivery of this Agreement by the Company, the performance by the
Company  of  its  obligations  hereunder  and  the  issuance  and
delivery  of the Common Warrant to the Lender does not  and  will
not conflict with or result in a violation of (i) the certificate
of   incorporation  of  the  Company  or  (ii)   any   agreement,
instrument,  law,  rule,  regulation, order,  writ,  judgment  or
decree to which the Company is a party or is subject, except  for
such conflicts and violations which will not, individually or  in
the  aggregate, have a material adverse effect on  the  business,
operations,  assets  or  condition (financial  or  otherwise)  or
business  of the Company and will not deprive the Lender  of  any
material benefit under this Agreement.

          2D.   Validity of Issuance.  The Common Warrant  to  be
issued  to the Lender pursuant to this Agreement and the  Warrant
Shares  issued  upon  exercise of the Common Warrant  will,  when
issued,   be   duly   and   validly  issued,   fully   paid   and
non-assessable,  and  free and clear of  all  liens,  claims  and
encumbrances.

     SECTION 3.     Investment Representations; Legends.

          3A.   Investment  Representations.  The  Lender  hereby
represents  and  warrants  to  the Company  that  the  Lender  is
acquiring  the Common Warrant, and to the extent any such  Common
Warrant  has  been  exercised, the Warrant Shares,  for  its  own
account and not with a view to, or for resale in connection with,
the distribution or other disposition thereof.  The Lender agrees
and acknowledges that it will not, directly or indirectly, offer,
transfer  or  sell the Common Warrant or any Warrant  Shares,  or
solicit  any offers to purchase or acquire the Common Warrant  or
any  Warrant Shares, unless the transfer or sale is (i)  pursuant
to  an effective registration statement under the Securities  Act
of  1933,  as  amended, and the rules and regulations  thereunder
(the  "Securities  Act")  and  has  been  registered  under   any
applicable  state securities or "blue sky" laws or (ii)  pursuant
to  an  exemption from registration under the Securities Act  and
all applicable state securities or "blue sky" laws.

          3B.   Additional Investment Representations. The Lender
hereby  represents and warrants to the Company that  (i)  it  has
such  knowledge and experience in financial and business  matters
so  as  to be capable of evaluating the merits and risks  of  its
investment hereunder, (ii) it is able to incur a complete loss of
such  investment, (iii) it is able to bear the economic  risk  of
such  investment for an indefinite period of time and (iv) it  is
an "accredited investor" as that term is defined in Regulation  D
under the Securities Act.

          3C.   Legend. The Lender hereby acknowledges  that  the
Company will stamp or otherwise imprint the Common Warrant with a
legend in substantially the following form:

          THIS  WARRANT  AND ANY SECURITIES  OBTAINABLE
          UPON  ITS  EXERCISE HAVE NOT BEEN  REGISTERED
          UNDER  THE SECURITIES ACT OF 1933, AS AMENDED
          (THE   "SECURITIES  ACT"),  OR  ANY   STATE'S
          SECURITIES  LAWS AND MAY NOT BE  TRANSFERRED,
          SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
          TO   AN  EFFECTIVE  REGISTRATION  UNDER   THE
          SECURITIES  ACT OR PURSUANT TO  AN  EXEMPTION
          THEREFROM.

          In  connection with the transfer of the Common  Warrant
or any Warrant Shares (other than a transfer pursuant to a public
offering  registered under the Securities Act, pursuant  to  Rule
144  or  Rule 144A promulgated under the Securities Act  (or  any
similar  rules then in effect) or to an affiliate of the Lender),
the  Lender  shall deliver, upon the reasonable  request  of  the
Company,   an  opinion  of  counsel,  which  counsel   shall   be
knowledgeable  in  securities laws and  which  opinion  shall  be
reasonably satisfactory to the Company, to the effect  that  such
transfer   may  be  effected  without  registration   under   the
Securities Act.  Upon receipt of an opinion of counsel reasonably
satisfactory  to the Company to the effect that  such  legend  no
longer  applies  to  the  Common Warrant  and/or  any  particular
Warrant  Shares, the Company shall promptly issue  a  replacement
Common  Warrant  and/or replacement certificate  evidencing  such
Warrant  Shares  (as  applicable), which does  not  contain  such
legend.

          In  addition, the Lender hereby acknowledges  that,  so
long  as any particular Warrant Shares remain Stockholder  Shares
(as  defined  in  the Stockholders Agreement), the  Company  will
stamp  or otherwise imprint the Common Warrant and/or certificate
evidencing such Warrant Shares with a legend in substantially the
following form:

     THIS  WARRANT  AND ANY SECURITIES OBTAINABLE  UPON  ITS
     EXERCISE  ARE SUBJECT TO CERTAIN RESTRICTIONS  PURSUANT
     TO  A  STOCKHOLDERS AGREEMENT, DATED AS OF JANUARY  24,
     1994 (AS AMENDED AND MODIFIED FROM TIME TO TIME), AMONG
     THE  ISSUER  OF  SUCH  SECURITIES (THE  "COMPANY")  AND
     CERTAIN  OF THE COMPANY'S STOCKHOLDERS. A COPY OF  SUCH
     STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE
     BY  THE  COMPANY  TO  THE HOLDER  HEREOF  UPON  WRITTEN
     REQUEST.

          Upon  any  Warrant  Shares ceasing  to  be  Stockholder
Shares  (as  defined in the Stockholders Agreement) in accordance
with  the terms of the Stockholders Agreement, the Company  shall
promptly  remove the legend set forth immediately above from  the
Common Warrant and/or certificate evidencing such Warrant Shares.

     SECTION 4.     Miscellaneous

     4A.   Definitions.  For the purposes of this Agreement,  the
following terms shall have the following meanings:

           "Common  Share" means the Company's Common Stock,  par
value $0.01 per share.

          "Common Warrant Shares" means 435,469 of Common  Shares
obtained  or  obtainable upon exercise of the Common Warrant,  as
such  amount of Common Shares shall be adjusted from time to time
in accordance with Section 2 of the Common Warrant.

          "Stockholders    Agreement"    means    that    certain
Stockholders Agreement, dated as of January 24, 1994 (as  amended
or  modified from time to time), among the Company and certain of
its stockholders.

          "Warrant  Shares" means the Common Warrant Shares  then
outstanding.

          4B.   Notices.   All  notices and other  communications
provided  for herein shall be dated and in writing and  shall  be
deemed  to  have been duly given (i) when delivered, if delivered
personally, sent by registered or certified mail, return  receipt
requested  and postage prepaid, or sent via nationally recognized
overnight  courier or via facsimile with confirmation of  receipt
and  (ii)  when received if delivered otherwise, to the party  to
whom it is directed:

     If to the Company:

     U.S. Aggregates, Inc.
     400 South El Camino Real
     Suite 500
     San Mateo, California  94402
     Attention:  Chief Financial Officer

     If to the Lender:

     Golder, Thoma, Cressey, Rauner Fund IV, L.P.
     6100 Sears Tower
     Chicago, Illinois 60606-6402
     Attention:  David A. Donnini

or  to such other address as any party hereto shall have provided
in a written notice to the others.

          4C.  Assignment.  This Agreement and all the provisions
hereof  shall be binding upon and shall inure to the  benefit  of
the  parties hereto and their respective successors and permitted
assigns,  except that neither this Agreement nor  any  rights  or
obligations  hereunder shall be assigned by the  Company  without
the prior written consent of the Lender.

          4D.  Amendment.  This Agreement may be amended only  by
a  written instrument signed by the Company and the holders of  a
majority of the Warrant Shares.

          4E.   Waiver.  Any party hereto may (a) extend the time
for  the  performance of any of the obligations or other acts  of
the  other  party  hereto,  (b) waive  any  inaccuracies  in  the
representations  and  warranties  contained  herein  or  in   any
document delivered pursuant hereto and (c) waive compliance  with
any of the agreements or conditions herein.  Any agreement on the
part of a party hereto to any such extension or waiver shall only
be  valid  as  to  such party if set forth in  an  instrument  in
writing signed by such party.

          4F.   Severability.  In the event that any one or  more
of  the  provisions  hereof, or the application  thereof  in  any
circumstances, is held invalid, illegal or unenforceable  in  any
respect for any reason, the validity, legality and enforceability
of any such provision in every other respect and of the remaining
provisions  hereof  shall not be in any way  impaired;  it  being
intended  that all rights, powers and privileges of  the  parties
hereto  shall  be enforceable to the fullest extent permitted  by
law.

          4G.   Governing Law.  All questions concerning the con-
struction, validity and interpretation of this Agreement shall be
governed by and construed in accordance with the internal laws of
the State of Delaware, without giving effect to any choice of law
or  other conflict of law provision or rule (whether of the State
of  Delaware  or  any other jurisdiction) that  would  cause  the
application of the laws of any jurisdiction other than the  State
of Delaware.

          4H.   Counterparts.  This Agreement may be executed  in
two  or more counterparts (including by means of facsimile), each
of  which when so executed and delivered shall be deemed to be an
original and all of which together shall be deemed to be one  and
the same agreement.

          4I.    Descriptive  Headings.   The  headings  in  this
Agreement  are  for convenience of reference only and  shall  not
limit  or  otherwise  affect the meaning of the  terms  contained
herein.

          4J.   Survival of Representations and Warranties.   All
representations and warranties made in writing by  any  party  in
connection  herewith shall survive the execution and delivery  of
this   Agreement   and  the  consummation  of  the   transactions
contemplated hereby, regardless of any investigation made by  the
Lender or on its behalf.

          4K.  Purchase Price for Common Warrant. The Company and
the  Lender  hereby  agree  that for purposes  of  Sections  1271
through 1275 of the Internal Revenue Code of 1986, as amended (or
any successor statute), the aggregate original purchase price  of
the  Common Warrant is an amount to be mutually determined by the
Company and the Lender by December 31, 2001.

          4L.   Entire Agreement.  Except as otherwise  expressly
set  forth  herein,  this Agreement, the Loan Agreement  and  the
Common  Warrant  embody the complete agreement and  understanding
among  the  parties  hereto with respect to  the  subject  matter
hereof  and  supersede  and  preempt  any  prior  understandings,
agreements or representations by or among the parties, written or
oral, which may have related to the subject matter hereof in  any
way.


                   *       *        *       *


          IN WITNESS WHEREOF, the parties hereto have caused this
Warrant Agreement to be signed by its duly authorized officers as
of the date first written above.


                              U.S. AGGREGATES, INC.

                              By: /s/ James A. Harris
                              ___________________________________

                              Its: Chief Executive Officer
                              ___________________________________


                              GOLDER, THOMA, CRESSEY, RAUNER FUND
                              IV, L.P.

                              By:  GTCR IV, L.P.

                              Its: General Partner

                              By:  Golder, Thoma, Cressey,
                                   Rauner, Inc.
                              Its: General Partner

                              By: David A. Donnini
                              ___________________________________
                              Its: Principal



<PAGE>



                                                        Exhibit A

     THIS  WARRANT  AND ANY SECURITIES OBTAINABLE  UPON  ITS
     EXERCISE  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
     ACT  OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
     STATE'S  SECURITIES  LAWS AND MAY NOT  BE  TRANSFERRED,
     SOLD  OR  OTHERWISE DISPOSED OF EXCEPT PURSUANT  TO  AN
     EFFECTIVE  REGISTRATION UNDER  THE  SECURITIES  ACT  OR
     PURSUANT TO AN EXEMPTION THEREFROM.

     THIS  WARRANT  AND ANY SECURITIES OBTAINABLE  UPON  ITS
     EXERCISE  ARE SUBJECT TO CERTAIN RESTRICTIONS  PURSUANT
     TO  A  STOCKHOLDERS AGREEMENT, DATED AS OF JANUARY  24,
     1994 (AS AMENDED AND MODIFIED FROM TIME TO TIME), AMONG
     THE  ISSUER  OF  SUCH  SECURITIES (THE  "COMPANY")  AND
     CERTAIN OF THE COMPANY'S STOCKHOLDERS.  A COPY OF  SUCH
     STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE
     BY  THE  COMPANY  TO  THE HOLDER  HEREOF  UPON  WRITTEN
     REQUEST.

                     U.S. AGGREGATES, INC.

                     STOCK PURCHASE WARRANT

Date of Issuance:  April 27, 2001          Certificate No. CW-___


          FOR  VALUE RECEIVED, U.S. Aggregates, Inc., a  Delaware
corporation  (the  "Company"), hereby grants  to  Golder,  Thoma,
Cressey,  Rauner,  Fund  IV,  L.P. ("GTCR"),  or  its  registered
assigns (the "Registered Holder") the right to purchase from  the
Company,  at  any time or from time to time during  the  Exercise
Period (as defined in Section 1A below), up to 435,469 shares (as
such  amount  of shares shall be adjusted from time  to  time  in
accordance with Section 2 hereof) of the Company's Common  Stock,
par  value  $0.01 per share (the "Common Stock"), at a per  share
purchase  price  equal  to the "Exercise Price"  (as  defined  in
Section  5 below).  This Warrant is issued pursuant to the  terms
of that certain Warrant Agreement, dated as of April 27, 2001 (as
amended and modified from time to time), between the Company  and
GTCR  (the  "Warrant  Agreement") and is one  of  the  "Warrants"
described therein.  Certain capitalized terms used herein and not
otherwise   defined  are  defined  in  Section  5  hereof.    Any
capitalized  terms  used in this Warrant but not  defined  herein
shall  have  the  meaning ascribed to such term  in  the  Warrant
Agreement.  The amount and kind of securities obtainable pursuant
to the rights granted hereunder and the purchase price to be paid
for  such  securities are subject to adjustment pursuant  to  the
provisions contained in this Warrant.

          For  income tax purposes, the value of this Warrant  on
the  date  hereof  is its aggregate original purchase  price  set
forth in the Warrant Agreement.

          This Warrant is subject to the following provisions:

          Section 1.  Exercise of Warrant.

          1A.    Exercise  Period.   The  Registered  Holder  may
exercise,  in  whole or part, the purchase rights represented  by
this Warrant at any time and from time to time after the Date  of
Issuance  hereof and prior to the tenth anniversary thereof  (the
"Exercise Period").

          1B.  Exercise Procedure.

           (i)   This  Warrant  shall  be  deemed  to  have  been
exercised  when  the Company has received all  of  the  following
items (the "Exercise Time"):

               (a)   a completed Exercise Agreement, as described
     in  Section 1C below, executed by the Person exercising  all
     or  any  portion of the purchase rights represented by  this
     Warrant (the "Purchaser");

               (b)  this Warrant; and

               (c)  if this Warrant is not registered in the name
     of  the Purchaser, an Assignment or Assignments in the  form
     set forth in Exhibit II hereto evidencing the assignment  of
     this  Warrant to the Purchaser, in which case the Registered
     Holder shall have complied with the provisions set forth  in
     Section 7 hereof.

           (ii)    Certificates  evidencing  the  Warrant  Shares
purchased  upon  exercise of all or any portion of  this  Warrant
shall  be  delivered by the Company to the Purchaser within  five
business  days after the date of the Exercise Time.  Unless  this
Warrant  has  expired or all of the purchase  rights  represented
hereby  have  been  exercised, the Company shall  prepare  a  new
Warrant, substantially identical hereto, representing the  rights
formerly  represented by this Warrant which have not  expired  or
been  exercised  and shall, within such five-day period,  deliver
such  new  Warrant to the Person designated for delivery  in  the
Exercise Agreement.

         (iii)  The Warrant Shares issuable upon the exercise  of
this Warrant shall be deemed to have been issued to the Purchaser
at  the Exercise Time, and the Purchaser shall be deemed for  all
purposes to have become the record holder of such Warrant  Shares
at the Exercise Time.

          (iv)   The issuance of certificates evidencing  Warrant
Shares upon exercise of this Warrant shall be made without charge
to the Registered Holder or the Purchaser for any issuance tax in
respect  thereof  or  other  cost  incurred  by  the  Company  in
connection with such exercise and the related issuance of Warrant
Shares.   Each  Warrant  Share issuable  upon  exercise  of  this
Warrant shall be duly authorized, validly issued, fully paid  and
non-assessable and free from all liens and charges  with  respect
to the issuance thereof.

           (v)  The Company shall not close its books against the
transfer  of  this  Warrant or of any  Warrant  Share  issued  or
issuable  upon the exercise of this Warrant in any  manner  which
interferes with the timely exercise of this Warrant.

          (vi)   The Company shall assist and cooperate with  any
Registered  Holder or Purchaser required to make any governmental
filings  or  obtain any governmental approvals  prior  to  or  in
connection with any exercise of this Warrant (including,  without
limitation,  making  any  filings required  to  be  made  by  the
Company).

         (vii)  Notwithstanding any other provision hereof, if an
exercise  of  any  portion  of this Warrant  is  to  be  made  in
connection with a registered public offering or the sale  of  the
Company  (whether  by merger, sale of stock  or  otherwise),  the
exercise  of any portion of this Warrant may, at the election  of
the  holder hereof, be conditioned upon the consummation  of  the
public  offering  or the sale of the Company in which  case  such
exercise   shall  not  be  deemed  to  be  effective  until   the
consummation of such transaction.

        (viii)   The Company shall at all times reserve and  keep
available  out  of its authorized capital equity  the  amount  of
shares  of  its Common Stock issuable upon the exercise  of  this
Warrant  solely for the purpose of issuance upon the exercise  of
this Warrant.  The Company shall take all such actions as may  be
necessary to assure that all such Warrant Shares may be so issued
without   violation  of  any  applicable  law   or   governmental
regulation   or  any  requirements  of  any  domestic  securities
exchange upon which the Warrant Shares may be listed (except  for
official  notice of issuance which shall be immediately delivered
by  the  Company upon each such issuance). The Company shall  not
take  any  action which would cause the number of authorized  but
unissued shares of its Common Stock to be less than the number of
such  shares required to be reserved hereunder for issuance  upon
exercise of this Warrant.

          1C.        Exercise Agreement.   Upon any  exercise  of
this Warrant, a completed Exercise Agreement substantially in the
form  of  Exhibit  I  attached hereto,  executed  by  the  Person
exercising  all or any portion of the purchase rights represented
by this Warrant, shall be delivered to the Company; provided that
if the Warrant Shares are to be issued to a Person other than the
Person  whose  name  this  Warrant is  registered,  the  Exercise
Agreement  shall also state the name of the Person  to  whom  the
certificates  evidencing the Warrant Shares  are  to  be  issued;
provided  further, if the number of Warrant Shares to  be  issued
does not include all the Warrant Shares obtainable hereunder, the
Exercise  Agreement shall also state the name of  the  Person  to
whom  a  new  Warrant for the unexercised portion of  the  rights
hereunder is to be delivered.  Such Exercise Agreement  shall  be
dated the actual date of execution thereof.

          Section 2.     Adjustment of Exercise Price and  Number
of  Shares.   In order to prevent dilution of the rights  granted
under  this Warrant, the Exercise Price and the number of Warrant
Shares  obtainable upon exercise of this Warrant  shall  each  be
subject  to  adjustment from time to time  as  provided  in  this
Section 2.

                     2A.   Adjustment of Number  of  Shares  upon
     Issuance  of Common Stock.  If and whenever on or after  the
     Date  of  Issuance  of this Warrant, the Company  issues  or
     sells,  or in accordance with Section 2B is deemed  to  have
     issued  or  sold,  any  shares  of  Common  Stock,   for   a
     consideration per share less than the Fair Market Value of a
     share  of  the Common Stock determined immediately prior  to
     such  issuance or sale, then immediately upon such  issuance
     or  sale  the  number of shares of Warrant Stock  acquirable
     upon  exercise  of  this Warrant shall be  adjusted  to  the
     number  of  shares determined by multiplying the  number  of
     shares  of  Warrant Stock acquirable upon exercise  of  this
     Warrant  immediately prior to such issuance  or  sale  by  a
     fraction, the numerator of which will be the product derived
     by  multiplying the Fair Market Value of the  Common  Stock,
     determined  immediately prior to the date of such  issuance,
     times   the   number  of  shares  of  Common  Stock   Deemed
     Outstanding immediately after such issuance or sale, and the
     denominator  of which will be the sum of (1) the  number  of
     shares of Common Stock Deemed Outstanding immediately  prior
     to such issuance or sale multiplied by the Fair Market Value
     of the Common Stock determined immediately prior to the date
     of  such  issuance  or sale, plus (2) the consideration,  if
     any, received by the Company upon such issuance or sale.

          2B.        Effect  of Certain Events.  For purposes  of
determining  under Section 2A the adjusted number  of  shares  of
Warrant  Stock acquirable upon exercise of this Warrant, the fol-
lowing shall be applicable:

                (a)   Issuance  of  Rights or  Options.   If  the
     Company  in any manner issues, grants or sells (or otherwise
     becomes  subject  to)  any  Options  (including  Options  to
     acquire Convertible Securities) and the price per share  for
     which  Common  Stock is issuable upon the exercise  of  such
     Options  or  upon conversion or exchange of such Convertible
     Securities is less than the Fair Market Value of the  Common
     Stock  determined  as of such time, then the  total  maximum
     number  of shares of Common Stock issuable upon the exercise
     of  such Options or upon conversion or exchange of the total
     maximum amount of such Convertible Securities issuable  upon
     the  exercise  of  such  Options  shall  be  deemed  to   be
     outstanding and to have been issued and sold by the  Company
     for  such  price per share.  For purposes of this paragraph,
     the "price per share for which Common Stock is issuable upon
     exercise  of such Options or upon conversion or exchange  of
     such  Convertible Securities" is determined by dividing  (A)
     the  total  amount,  if any, received or receivable  by  the
     Company  as consideration for the granting or sale  of  such
     Options,  plus  the minimum aggregate amount  of  additional
     consideration  payable to the Company upon the  exercise  of
     all  such  Options, plus in the case of such  Options  which
     relate  to  Convertible  Securities, the  minimum  aggregate
     amount  of additional consideration, if any, payable to  the
     Company  upon  the  issuance or  sale  of  such  Convertible
     Securities  and the conversion or exchange thereof,  by  (B)
     the  total maximum number of shares of Common Stock issuable
     upon  exercise  of  such Options or upon the  conversion  or
     exchange  of  all such Convertible Securities issuable  upon
     the exercise of such Options.

                (b)  Issuance of Convertible Securities.  If  the
     Company  in any manner grants, issues or sells (or otherwise
     becomes subject to) any Convertible Securities and the price
     per  share  for  which Common Stock is  issuable  upon  such
     conversion or exchange is less than the Fair Market Value of
     the  Common  Stock  determined as of  such  time,  then  the
     maximum  number  of  shares of Common  Stock  issuable  upon
     conversion or exchange of such Convertible Securities  shall
     be deemed to be outstanding and to have been issued and sold
     by  the  Company for such price per share.  For the purposes
     of  this  paragraph, the "price per share for  which  Common
     Stock  is  issuable  upon such conversion  or  exchange"  is
     determined  by  dividing (A) the total  amount  received  or
     receivable by the Company as consideration for the  issuance
     or  sale  of  such Convertible Securities, plus the  minimum
     aggregate  amount  of  additional  consideration,  if   any,
     payable  to  the  Company  upon the conversion  or  exchange
     thereof, by (B) the total maximum number of shares of Common
     Stock  issuable upon the conversion or exchange of all  such
     Convertible Securities.

                (c)   Change in Option Price or Conversion  Rate.
     If  the  purchase  price provided for in  any  Options,  the
     additional consideration, if any, payable upon the issuance,
     conversion or exchange of any Convertible Securities, or the
     rate  at  which  any Convertible Securities are  convertible
     into or exchangeable for Common Stock change (by their terms
     or  by  amendment,  waiver or otherwise) at  any  time,  the
     number  of shares of Warrant Stock acquirable upon  exercise
     of  this  Warrant shall be adjusted immediately, subject  to
     the  proviso  of the following sentence, to  the  number  of
     shares that would have been in effect at such time had  such
     Options or Convertible Securities still outstanding provided
     for such changed purchase price, additional consideration or
     changed  conversion rate, as the case may be,  at  the  time
     initially  granted, issued or sold.  For  purposes  of  this
     paragraph  2B,  if  the terms of any Option  or  Convertible
     Security which was outstanding as of the Date of Issuance of
     this  Warrant  are  changed in the manner described  in  the
     immediately   preceding  sentence,  then  such   Option   or
     Convertible  Security and the Common Stock  deemed  issuable
     upon  exercise,  conversion  or exchange  thereof  shall  be
     deemed  to  have been issued as of the date of such  change;
     provided  that no change shall at any time cause the  number
     of  shares of Warrant Stock acquirable upon exercise of this
     Warrant to decrease.

                (d)  Treatment of Expired Options and Unexercised
     Convertible Securities.  Upon the expiration of  any  Option
     or  the termination of any right to convert or exchange  any
     Convertible  Securities without the exercise of such  Option
     or  right,  the number of shares of Warrant Stock acquirable
     hereunder  shall be adjusted to the number of  shares  which
     would have been in effect at the time of such expiration  or
     termination  had such Option or Convertible  Securities,  to
     the  extent outstanding immediately prior to such expiration
     or  termination, never been issued; provided  that  if  such
     expiration or termination would result in a reduction in the
     number  of shares of Warrant Stock acquirable upon  exercise
     of  this Warrant then in effect, such decrease shall not  be
     effective  until  30 days after written notice  thereof  has
     been  given  by the Company to all holders of the  Warrants.
     For  purposes  of  this  paragraph  2B,  the  expiration  or
     termination of any Option or Convertible Security which  was
     outstanding as of the Date of Issuance of this Warrant shall
     not  cause  the number of shares of Warrant Stock acquirable
     upon  exercise  of  this Warrant hereunder  to  be  adjusted
     unless,  and only to the extent that, a change in the  terms
     of  such  Option or Convertible Security subsequent  to  the
     Date  of Issuance of this Warrant caused it to be deemed  to
     have been issued after the Date of Issuance of this Warrant.

                (e)   Calculation of Consideration Received.   If
     any  Common  Stock,  Options or Convertible  Securities  are
     issued  or  sold or deemed to have been issued or  sold  for
     cash, the consideration received therefor shall be deemed to
     be  the net amount of cash received by the Company therefor.
     In  case any Common Stock, Options or Convertible Securities
     are  issued or sold for a consideration other than cash, the
     amount of the consideration other than cash received by  the
     Company  shall  be  the  fair value of  such  consideration,
     except  where such consideration consists of securities,  in
     which  case  the  amount of consideration  received  by  the
     Company  shall be the Fair Market Value thereof  as  of  the
     date  of  receipt.   In case any Common  Stock,  Options  or
     Convertible Securities are issued to the owners of the  non-
     surviving entity in connection with any merger in which  the
     Company is the surviving entity, the amount of consideration
     therefor  shall  be  deemed to be the  fair  value  of  such
     portion  of the net assets and business of the non-surviving
     entity  as is attributable to such Common Stock, Options  or
     Convertible Securities, as the case may be. The  fair  value
     of  any consideration other than cash or securities shall be
     determined  jointly by the Company and the Majority  Warrant
     Holders.   If  such  parties are unable to  reach  agreement
     within a reasonable period of time, such fair value shall be
     determined  by an appraiser jointly selected by the  Company
     and the Majority Warrant Holders.  The determination of such
     appraiser shall be final and binding on the Company and  the
     holders of Underlying Common Stock and the fees and expenses
     of such appraiser shall be paid by the Company.

                (f)  Integrated Transactions.  In case any Option
     or  Convertible  Security is issued in connection  with  the
     issue  or  sale of other securities of the Company, together
     comprising  one integrated transaction in which no  specific
     consideration  is allocated to such Options  or  Convertible
     Securities   by  the  parties  thereto,  such   Options   or
     Convertible  Securities, as applicable, will  be  deemed  to
     have been issued without consideration.

                (g)   Treasury Shares.  The number of  shares  of
     Common  Stock outstanding at any given time does not include
     shares owned or held by or for the account of the Company or
     any  Subsidiary, and the disposition of any shares so  owned
     or  held  shall be considered an issuance or sale of  Common
     Stock for all purposes of this Warrant.

               (h)   Record Date.  If the Company takes a  record
     of  the holders of Common Stock for the purpose of entitling
     them (A) to receive a dividend or other distribution payable
     in Common Stock, Options or in Convertible Securities or (B)
     to  subscribe  for  or  purchase Common  Stock,  Options  or
     Convertible  Securities,  then such  record  date  shall  be
     deemed to be the date of the issue or sale of the shares  of
     Common  Stock  deemed to have been issued or sold  upon  the
     declaration  of such dividend or the making  of  such  other
     distribution  or the date of the granting of such  right  of
     subscription or purchase, as the case may be.

          2C.        Subdivision or Combination of Stock.  If the
Company  at  any  time  subdivides (by  any  stock  split,  stock
dividend,  recapitalization or otherwise) its outstanding  shares
of  Common  Stock, then the Exercise Price in effect  immediately
prior  to  such subdivision shall be proportionately reduced  and
the  number  of Warrant Shares obtainable upon exercise  of  this
Warrant  shall be proportionately increased.  If the  Company  at
any  time  combines  (by reverse stock split  or  otherwise)  its
outstanding  shares of Common Stock, then the Exercise  Price  in
effect   immediately   prior  to  such   combination   shall   be
proportionately  increased  and  the  number  of  Warrant  Shares
obtainable upon exercise of this Warrant shall be proportionately
decreased.

          2D.             Reorganization,       Reclassification,
Consolidation,    Merger   or   Sale.    Any    recapitalization,
reorganization, reclassification, consolidation, merger, sale  of
all  or  substantially  all  of the  Company's  assets  or  other
transaction, which in each case is effected in such  a  way  that
the  holders  of  its  outstanding shares  of  Common  Stock  are
entitled   to   receive  (either  directly  or  upon   subsequent
liquidation) stock, securities or assets with respect  to  or  in
exchange  for  such Common Stock, is referred  to  herein  as  an
"Organic  Change."   Prior  to the consummation  of  any  Organic
Change, the Company shall make appropriate provision (in form and
substance  reasonably  satisfactory to the Registered  Holder  of
this  Warrant)  to  insure  that the Registered  Holder  of  this
Warrant shall thereafter have the right to obtain and receive, in
lieu of or in addition to (as the case may be) the Warrant Shares
immediately  theretofore  obtainable  and  receivable  upon   the
exercise  of  this Warrant, such shares of stock,  securities  or
assets as may be issued or payable with respect to or in exchange
for   the   number  of  Warrant  Shares  immediately  theretofore
acquirable and receivable upon exercise of this Warrant had  this
Warrant  been  exercised immediately prior to the Organic  Change
taking  place.   In  any  such  case,  the  Company  shall   make
appropriate provision (in form and substance satisfactory to  the
Registered Holder of this Warrant) with respect to the Registered
Holder's  rights and interests to insure that the  provisions  of
this  Section  2 and Sections 3 and 4 hereof shall thereafter  be
applicable to this Warrant (including, without limitation, in the
case  of  any  such consolidation, merger or sale  in  which  the
successor  entity or purchasing entity is other than the  Company
and  in which the value of the Warrant Shares as reflected by the
terms  of  such  transaction is less than the Exercise  Price  in
effect  immediately  prior  to  such  transaction,  an  immediate
adjustment  of  the Exercise Price and a corresponding  immediate
adjustment  in  the  number  of  Warrant  Shares  obtainable  and
receivable upon exercise of this Warrant).  The Company shall not
effect  any such consolidation, merger or sale, unless  prior  to
the consummation thereof, the successor entity (if other than the
Company)  resulting from consolidation or merger  or  the  entity
purchasing such assets assumes by written instrument (in form and
substance satisfactory to the Registered Holder of this Warrant),
the obligation to deliver to the Registered Holder such shares of
stock,  securities or assets as, in accordance with the foregoing
provisions, such holder may be entitled to acquire.

          2E.        Certain Events.  If any event occurs of  the
type  contemplated by the provisions of this Section  2  but  not
expressly  provided  for by such provisions, then  the  Company's
board  of directors shall make an appropriate adjustment  in  the
Exercise  Price and an appropriate adjustment in  the  number  of
Warrant Shares obtainable upon exercise of this Warrant so as  to
protect the rights of the holders of this Warrant; provided  that
no  such adjustment shall increase the Exercise Price or decrease
the  number  of Warrant Shares obtainable as otherwise determined
pursuant to this Section 2.

          2F.       Notices.

          (i)   Immediately upon any adjustment of  the  Exercise
Price  or  the number of shares of Warrant Stock acquirable  upon
exercise  of this Warrant, the Company shall give written  notice
thereof  to  the Registered Holder, setting forth  in  reasonable
detail and certifying the calculation of such adjustment.

          (ii)   The  Company shall give written  notice  to  the
Registered Holder at least 20 days prior to the date on which the
Company  closes its books or takes a record (A) with  respect  to
any  dividend  or  distribution upon the Common Stock,  (B)  with
respect  to  any  pro rata subscription offer to holders  of  the
Common  Stock or (C) for determining rights to vote with  respect
to  any  Organic Change, dissolution or liquidation.  The Company
shall  also give written notice to the Registered Holder at least
20   days  prior  to  the  date  on  which  any  Organic  Change,
dissolution or liquidation shall take place.

          Section  3.   Liquidating Dividends.   If  the  Company
declares  or  pays  a  dividend upon  the  Common  Stock  payable
otherwise  than  in  cash  out  of  earnings  or  earned  surplus
(determined  in  accordance  with generally  accepted  accounting
principles,  consistently applied) except for  a  stock  dividend
payable  in  shares  of Common Stock (a "Liquidating  Dividend"),
then  the  Company  shall pay to the Registered  Holder  of  this
Warrant  at the time of payment thereof the Liquidating  Dividend
which  would  have  been  paid to the Registered  Holder  on  the
Warrant  Shares had this Warrant been fully exercised immediately
prior  to  the  date  on  which the record  was  taken  for  such
Liquidating Dividend or, if no record was taken, the date  as  of
which  the  record  holders  of Common  Stock  entitled  to  such
dividends are to be determined.

          Section  4.   Purchase Rights.   If  at  any  time  the
Company   grants,  issues  or  sells  any  Options,   Convertible
Securities  or rights to purchase stock, warrants, securities  or
other  property pro rata to the record holders of its  shares  of
Common  Stock (the "Purchase Rights"), then the Registered Holder
of  this  Warrant shall be entitled to acquire,  upon  the  terms
applicable to such Purchase Rights, the aggregate Purchase Rights
which such holder could have acquired if such holder had held the
number  of  Warrant Shares obtainable upon complete  exercise  of
this  Warrant immediately before the date on which the record  is
taken for the grant, issuance or sale of such Purchase Rights or,
if  no  such  record is taken, the date as of  which  the  record
holders  of  its shares of Common Stock are to be determined  for
the grant, issue or sale of such Purchase Rights.

          Section  5.   Definitions.  The  following  terms  have
meanings set forth below:

          "Common  Stock" means the Company's Common  Stock,  par
value $0.01 per share.

           "Common Stock Deemed Outstanding" means, at any  given
time,   (a)  the  number  of  shares  of  Common  Stock  actually
outstanding at such time, plus (b) the number of shares of Common
Stock  deemed  to be outstanding pursuant to Section  2B  hereof,
regardless  of  whether  the Options, Convertible  Securities  or
other  securities are actually exercisable at such time, in  each
case,  without duplication (as adjusted for any subsequent  stock
splits,  stock  dividends, combinations  of  shares  and  similar
recapitalizations).

           "Convertible Securities" means any stock or securities
directly  or  indirectly  convertible into  or  exchangeable  for
Common Stock.

           "Date  of Issuance" means the Closing Date, regardless
of   the  number  of  times  new  certificates  representing  the
unexpired  and  unexercised rights formerly represented  by  this
Warrant shall be issued.

          "Exercise Price" means $0.01 per share, which is deemed
paid upon the issuance of this Warrant by virtue of the making of
the Loan on the date hereof.

           "Fair  Market  Value" means as to any security  (other
than  the  Warrants) the average of the closing  prices  of  such
security's  sales on all domestic securities exchanges  on  which
such  security may at the time be listed or quoted or,  if  there
have  been no sales on any such exchange on any day, the  average
of  the highest bid and lowest asked prices on all such exchanges
at the end of such day, or, if on any day such security is not so
listed or quoted, the average of the highest bid and lowest asked
prices  on  such day in the domestic over-the-counter  market  as
reported by the National Quotation Bureau, Incorporated,  or  any
similar successor organization, in each such case averaged over a
period  of 21 days consisting of the day as of which "Fair Market
Value"  is being determined and the 20 consecutive business  days
prior  to  such day; provided that if such security is listed  on
any domestic securities exchange the term "business days" as used
in  this  sentence means business days on which such exchange  is
open for trading.  If at any time either (x) such security is not
listed  or  quoted  on any domestic securities  exchange  or  the
domestic  over-the-counter market or (y) less than  20%  of  such
outstanding  securities is held by the public  free  of  transfer
restrictions  under the Securities Act of 1933, as  amended,  the
"Fair  Market  Value" shall be the fair value thereof  determined
jointly by the Company and the Majority Warrant Holders; provided
that  if such holders and the Company are unable to agree  within
10  days  of  delivery of the notice by the Company in connection
with  the  event giving rise to the determination of Fair  Market
Value  (or, if earlier, within 3 days of delivery of a notice  by
the Company to the holders of Underlying Common Stock or delivery
of  a  notice by the Majority Warrant Holders to the Company,  in
either case requesting designation of an independent arbitrator),
then  by a nationally recognized investment banking firm selected
by  the  Company and the Majority Warrant Holders.  The fees  and
expenses  of  such investment banking firm shall be paid  by  the
Company.   Any determination of Fair Market Value of  the  Common
Stock will be made without giving effect to any discount for  any
lack  of liquidity attributable to a lack of a public market  for
such security, any block discount or discount attributable to the
size of any Person's holdings of such security, any fees paid  or
payable  to any stockholder of the Company or Affiliate  thereof,
any  minority  interest  or any voting  rights  thereof  or  lack
thereof.   The  "Fair Market Value" of a Warrant means  the  Fair
Market  Value  of  the  shares of Warrant Stock  obtainable  upon
exercise thereof.

           "Majority  Warrant  Holders" at  any  time  means  the
holders of a majority of the Underlying Common Stock in existence
at such time.

          "Options" means any rights or options to subscribe  for
or purchase shares of Common Stock and/or Convertible Securities.

          "Person"  means an individual, a partnership,  a  joint
venture, a corporation, a limited liability company, a trust,  an
unincorporated organization and a government or any department or
agency thereof.

          "Stockholders    Agreement"    means    that    certain
Stockholders Agreement, dated as of January 24, 1994 (as  amended
or  modified  from  time to time), among the  Company,  GTCR  and
certain other stockholders of the Company.

          "Underlying Common Stock" means the Common Stock issued
or issuable upon exercise of or with respect to the Warrants, and
any  shares  of  stock issued or issuable with  respect  to  such
securities  by  way  of  stock dividend  or  stock  split  or  in
connection with a combination of stock, recapitalization, merger,
consolidation  or other reorganization or otherwise  pursuant  to
the  Warrants  or other sale or exchange of all or  substantially
all  of the stock of the Company.   Any Person who holds Warrants
shall  be deemed to be the holder of the Underlying Common  Stock
obtainable upon exercise of the Warrants in connection  with  the
transfer  thereof or otherwise regardless of any  restriction  or
limitation on the exercise of the Warrants.  As to any particular
shares of Underlying Common Stock, such shares shall cease to  be
Underlying  Common  Stock  when they have  been  (a)  effectively
registered under the Securities Act and disposed of in accordance
with  the registration statement covering them or (b) distributed
to  the  public through a broker, dealer or market maker pursuant
to  Rule  144 under the Securities Act (or any similar  provision
then in force).

          "Warrant  Share"  means  any  share  of  Common   Stock
obtained  or  obtainable  upon  the  exercise  of  this  Warrant;
provided  that  if  there is a change such  that  the  securities
issuable  upon exercise of this Warrant are issued by  an  entity
other  than the Company or there is a change in the type or class
of  securities so issuable, then the term "Warrant  Share"  shall
mean  one  share  of the security issuable upon exercise  of  the
Warrants  if such security is issuable in shares, or  shall  mean
the  smallest  unit in which such security is  issuable  if  such
security is not issuable in shares.

          "Warrant  Shares"  means,  collectively,  each  Warrant
Share obtained or obtainable upon the exercise of this Warrant.

          Section 6.  No Voting Rights; Limitations of Liability.
This  Warrant shall not entitle the holder hereof to  any  voting
rights  or  other  rights as a stockholder of  the  Company.   No
provision  hereof, in the absence of affirmative  action  by  the
Registered  Holder to purchase Warrant Shares, and no enumeration
herein of the rights or privileges of the Registered Holder shall
give  rise  to  any liability of the Registered  Holder  for  any
further  payment  in  respect  of the  Warrant  Shares  or  as  a
stockholder of the Company.

          Section  7.   Warrant  Transferable.   Subject  to  the
transfer  conditions referred to in the legend  imprinted  hereon
and  in  the Stockholders Agreement, this Warrant and all  rights
hereunder  are transferable, in whole or in part, without  charge
to  the Registered Holder, upon surrender of this Warrant with  a
properly  executed Assignment (in the form of Exhibit II attached
hereto) at the principal office of the Company.

          Section   8.    Warrant  Exchangeable   for   Different
Denominations.  This Warrant is exchangeable, upon the  surrender
hereof  by the Registered Holder at the principal office  of  the
Company,  for  new  Warrants of like tenor  representing  in  the
aggregate  the  purchase  rights hereunder,  and  each  such  new
Warrant  shall  represent  such portion  of  such  rights  as  is
designated  by  the  Registered  Holder  at  the  time  of   such
surrender.   The date the Company initially issues  this  Warrant
shall be deemed to be the "Date of Issuance" hereof regardless of
the  number of times new certificates representing the  unexpired
and unexercised rights formerly represented by this Warrant shall
be  issued.   All Warrants representing portions  of  the  rights
hereunder are referred to herein collectively as the "Warrant."

          Section  9.   Replacement.  Upon  receipt  of  evidence
reasonably  satisfactory  to the Company  (an  affidavit  of  the
Registered Holder shall be satisfactory) of the ownership and the
loss, theft, destruction or mutilation of this Warrant and/or any
certificate  evidencing Warrant Shares, and in the  case  of  any
such  loss,  theft  or  destruction, upon  receipt  of  indemnity
reasonably  satisfactory to the Company  (provided  that  if  the
holder   is   a  financial  institution  or  other  institutional
investor,  its own agreement shall be satisfactory)  or,  in  the
case  of  any  such mutilation, upon surrender  of  this  Warrant
and/or  such certificate (as applicable), the Company  shall  (at
its  expense) execute and deliver, in lieu of this Warrant and/or
such  certificate, a new Warrant and/or certificate of like  kind
representing the same rights represented by, and dated  the  date
of,  such  lost,  stolen, destroyed or mutilated  Warrant  and/or
certificate (as applicable).

          Section  10.   Notices.  Except as otherwise  expressly
provided herein, all notices referred to in this Warrant shall be
in  writing and shall be delivered personally, sent by  reputable
overnight courier service (charges prepaid) or sent by registered
or  certified mail, return receipt requested, postage prepaid and
shall  be deemed to have been given when so delivered (i) to  the
Company  at  its  principal executive offices  and  (ii)  to  the
Registered Holder of this Warrant, at such holder's address as it
appears in the records of the Company (unless otherwise indicated
by any such holder).

          Section 11.  Amendment and Waiver.  Except as otherwise
provided  herein, the provisions of this Warrant may  be  amended
and the Company may take any action herein prohibited, or omit to
perform  any act herein required to be performed by it,  only  if
the  Company  has  obtained  the prior  written  consent  of  the
holder(s)  of  a  majority of the purchase rights represented  by
this Warrant.

          Section  12.   Descriptive Headings.   The  descriptive
headings  of the several sections and paragraphs of this  Warrant
are inserted for convenience only and do not constitute a part of
this Warrant.

          Section  13.   Governing Law.  This  Warrant  shall  be
governed  by,  and shall be construed and enforced in  accordance
with, the laws of the State of Delaware without giving effect  to
any  choice of law or conflict of law provision or rule  (whether
of  the State of Delaware or any other jurisdictions) that  would
cause the application of the laws of any jurisdiction other  than
the State of Delaware.

                      *     *     *     *

          IN WITNESS WHEREOF, the Company has caused this Warrant
to  be signed by its duly authorized officer and dated as of  the
Date of Issuance.


                              U.S. AGGREGATES, INC.

                              By:
                              ___________________________________

                              Its:
                               __________________________________

                                                        EXHIBIT I

                       EXERCISE AGREEMENT


To:  U.S. Aggregates, Inc.         Dated:

          The  undersigned, pursuant to the provisions set  forth
in  the  attached Warrant (Certificate No. CW-___), hereby elects
to  purchase  _________ shares of Common Stock  obtainable  under
such  Warrant,  the  purchase price of  $0.01  per  share  having
previously been paid.



                                Signature:
                                     ____________________________

                                Name:
                                     ____________________________

                                On behalf of:
                                     ____________________________

                                Its:
                                     ____________________________

                                Address:

                                                       EXHIBIT II

                           ASSIGNMENT


          FOR  VALUE  RECEIVED, _________________________________
hereby  sells,  assigns and transfers all of the  rights  of  the
undersigned under the attached Warrant (Certificate No. CW-___  )
with respect to the number of Warrant Shares set forth below  and
covered thereby, unto:

Names of Assignee   Address    Class of Shares      No. of Shares





Dated:                          Signature _______________________

                                          _______________________

                                Witness   _______________________