EXHIBIT 4.17



THIS NOTE WAS ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND  MAY
NOT  BE  SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN  THE
ABSENCE  OF  AN  EFFECTIVE REGISTRATION STATEMENT UNDER  THE  ACT
COVERING THE TRANSFER OR AN OPINION OF COUNSEL ACCEPTABLE TO  THE
ISSUER THAT SUCH REGISTRATION UNDER THE ACT IS NOT REQUIRED.

THIS  NOTE  AND THE RIGHTS AND OBLIGATIONS EVIDENCED  HEREBY  ARE
SUBORDINATE   PURSUANT  TO  SUBORDINATION   PROVISIONS   TO   THE
INDEBTEDNESS  (INCLUDING INTEREST) OWED BY THE BORROWER  PURSUANT
TO THAT CERTAIN THIRD AMENDED AND RESTATED CREDIT AGREEMENT AMONG
BANK  OF  AMERICA, N.A. AND OTHER LENDERS NAMED THEREIN AND  U.S.
AGGREGATES,  INC. AS THE BORROWER, DATED JUNE 5, 1998,  AND  THAT
CERTAIN  AMENDED AND RESTATED NOTE AND WARRANT PURCHASE AGREEMENT
BETWEEN  THE  PRUDENTIAL INSURANCE COMPANY OF  AMERICA  AND  U.S.
AGGREGATES,  INC. AS THE BORROWER, DATED JUNE  5,  1998  AND  ANY
AMENDMENTS,  MODIFICATIONS  AND REPLACEMENTS  THERETO;  AND  EACH
HOLDER  OF  THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF,  SHALL  BE
BOUND  BY  THE  SUBORDINATION  PROVISIONS;  AND  A  COPY  OF  THE
SUBORDINATION PROVISIONS SHALL BE AVAILABLE UPON REQUEST  TO  THE
BORROWER BY THE HOLDER HEREOF WITHOUT CHARGE.

THIS  SECURITY  BEARS  ORIGINAL  ISSUE  DISCOUNT.   UPON  WRITTEN
REQUEST TO THE CHIEF EXECUTIVE OFFICER OF U.S. AGGREGATES,  INC.,
INFORMATION  REGARDING THE ISSUE PRICE, AMOUNT OF ORIGINAL  ISSUE
DISCOUNT,  ISSUE  DATE  AND  YIELD  TO  MATURITY  WILL  BE   MADE
AVAILABLE.

                        PROMISSORY NOTE

$2,450,000                                         April 27, 2001

                                                Chicago, Illinois

          FOR  VALUE  RECEIVED, the undersigned, U.S. Aggregates,
Inc.,   a   Delaware   corporation   (the   "Borrower"),   hereby
unconditionally  promises to pay to the order of  Golder,  Thoma,
Cressey,  Rauner  Fund IV, L.P., a Delaware  limited  partnership
(the "Lender" or "GTCR"), in lawful money of the United States of
America and in immediately available funds, the principal  amount
of $2,450,000, or, if less, the aggregate unpaid principal amount
of  all  Loans  made  by the Lender to the Borrower  pursuant  to
Section  2.2  of the Loan Agreement (as hereinafter defined)  and
the  closing fee paid to the Lender pursuant to Section 5.1.4  of
the Loan Agreement (as hereinafter defined), at such times and at
such  place  as  are  specified in, and in  accordance  with  the
provisions of, the Loan Agreement.  This Note is referred  to  in
and  was  executed and delivered pursuant to that certain  Junior
Subordinated  Loan Agreement of even date herewith  (as  amended,
modified or supplemented from time to time, the "Loan Agreement")
between the Borrower and the Lender, to which reference is hereby
made for a statement of the terms and conditions under which each
Loan  evidenced hereby is to be made and repaid.  All capitalized
terms  used  herein  shall, unless otherwise  defined,  have  the
meanings  for purposes hereof assigned to such terms in the  Loan
Agreement.

          The  Borrower further promises to pay interest  on  the
outstanding  unpaid principal amount hereof, as provided  in  the
Loan Agreement, from the date hereof until payment in full hereof
at  the rate or rates per annum specified in subsection 3.2.1  of
the  Loan  Agreement.  Interest shall be payable with respect  to
the  Loans, in arrears, on the dates, and upon the occurrence  of
the  events, specified in subsection 3.2.2 of the Loan  Agreement
or as otherwise provided therein.

          If  any  suit or action is instituted or attorneys  are
employed  to collect this Note or any part thereof, the  Borrower
hereby  promises  and  agrees to pay  all  costs  of  collection,
including, without limitation, attorneys' fees and court costs.

          The Borrower and each endorser, guarantor and surety of
this  Note hereby waive presentment, demand, notice, protest  and
all  other  demands and notices in connection with the  delivery,
acceptance, performance, default or enforcement of this Note.  In
any  action  on  this Note, the Lender or its assignee  need  not
produce or file the original of this Note, but need only  file  a
photocopy  of this Note certified by the Lender or such  assignee
to be a true and correct copy of this Note.

          THIS NOTE HAS BEEN DELIVERED AT AND SHALL BE DEEMED  TO
HAVE BEEN MADE AT CHICAGO, ILLINOIS, AND SHALL BE INTERPRETED AND
THE  RIGHTS  AND  LIABILITIES  OF THE  PARTIES  HERETO  SHALL  BE
DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS  OF
THE  STATE  OF  ILLINOIS  WITHOUT REGARD  TO  THE  PRINCIPLES  OF
CONFLICTS OF LAWS.  Whenever possible each provision of this Note
shall  be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Note shall  be
prohibited by or invalid under any applicable law, such provision
shall  be  ineffective  to  the extent  of  such  prohibition  or
invalidity, without invalidating the remainder of such  provision
or  the remaining provisions of this Note.  Whenever in this Note
reference  is made to the Lender or the Borrower, such  reference
shall  be deemed to include, as applicable, a reference to  their
respective successors and assigns.  The provisions of  this  Note
shall  be  binding upon and shall inure to the  benefit  of  such
successors  and assigns.  The Borrower's successors  and  assigns
shall  include, without limitation, a receiver, trustee or debtor
in possession of or for the  Borrower.

                    [Signature Page Follows]

          IN  WITNESS WHEREOF, the undersigned has duly executed this  Note
as of the date first written above.


                              U.S. AGGREGATES, INC.


                              By:  /s/ James A. Harris
                                   ________________________________

                              Title: Chief Executive Officer
                                   ________________________________