THIRD  AMENDMENT

     THIS  THIRD AMENDMENT dated as of January 13, 2000 (this "Amendment") is to
the  Third  Amended  and  Restated  Credit Agreement (as heretofore amended, the
"Credit  Agreement")  dated  as  of  June 5, 1998 among U.S. AGGREGATES, INC., a
Delaware  corporation  (the  "Company"),  various  financial  institutions  (the
"Lenders")  and  BANK  OF AMERICA, N.A. (formerly Bank of America National Trust
and  Savings  Association),  as  agent  for  the  Lenders (the "Agent").  Unless
otherwise  defined herein, terms defined in the Credit Agreement are used herein
as  defined  in  the  Credit  Agreement.

     WHEREAS, the parties hereto desire to amend the Credit Agreement in certain
respects;

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

     SECTION 1  AMENDMENTS.  Effective on (and subject to the occurrence of) the
Amendment  Effective  Date  (as  defined  below):

     1.1     The  definition  of  "Capital  Expenditures"  in Section 1.1 of the
Credit  Agreement  shall  be  amended  and  restated  to read in its entirety as
follows:

     Capital Expenditures means all expenditures which, in accordance with GAAP,
would  be required to be capitalized and shown on the consolidated balance sheet
of the Company (including, without limitation, quarry development expenditures),
but  excluding (a) Investments in preferred stock issued by Dekalb Stone (to the
extent  such  payments  or  investments  constitute  capital  expenditures), (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, (c)
Acquisition  Capital  Expenditures  to  the  extent  that  Acquisition  Capital
Expenditures  during  the  Fiscal  Year or Computation Period in question do not
exceed $7,500,000 and (d) Capital Expenditures incurred in the second, third and
fourth Fiscal Quarters of 1999 in connection with certain 1999 capital expansion
projects to the extent that such Capital Expenditures do not exceed $21,000,000.

     1.2     Section  2.3  of  the Credit Agreement shall be amended by deleting
the  reference  to  "10:00  A.M."  in  clause  (a) of the first sentence of such
Section  and  inserting  the  reference  "11:00  A.M."  in  lieu  thereof.

     1.3     Section  10.1.2  of  the  Credit  Agreement  shall  be  amended and
restated  to  read  in  its  entirety  as  follows:

     10.1.2  Interim Reports.    Promptly when available and in any event within
45  days  after  the  end of each Fiscal Quarter, consolidated and consolidating
balance  sheets of the Company and its Subsidiaries as of the end of such Fiscal
Quarter and consolidated and consolidating statements of earnings and cash flows
of  the  Company  and  its  Subsidiaries for the period from the end of the last
Fiscal Year to the end of such Fiscal Quarter, certified by the President or the
chief  financial  officer  of  the  Company  to  the  effect that such financial
statements  fairly  present the financial condition and results of operations of
the  Company  and  its  Subsidiaries.

     1.4     Section 10.25 of the Credit Agreement shall be amended and restated
to  read  in  its  entirety  as  follows:

     10.25     Interest  Rate  Protection.  Not later than 60 days after the end
of  any  Computation  Period  ending  on or prior to June 30, 2001 for which the
Leverage  Ratio  is  greater  than (x) the required maximum Leverage Ratio under
Section  10.6.3 for such Computation Period less (y) .25, enter into one or more
Hedging  Agreements, each with a term of at least two years, on an ISDA standard
form  with  one  or  more  Lenders  or Affiliates thereof or with counterparties
reasonably  acceptable to the Agent to fix the interest rate with respect to not
less  than  50% of the principal amount of the Term Loans outstanding at the end
of  such Computation Period in form and substance reasonably satisfactory to the
Agent.

     1.5     The Revolving Commitments of the Lenders on the Amendment Effective
Date  shall  be  as set forth on Schedule I hereto (subject to adjustment as set
forth  in  the  definition  of  "Revolving  Commitment").

     1.6     Schedule 1.1A to the Credit Agreement shall be replaced by Schedule
1.1A  hereto.

     SECTION  2  WAIVER OF DEFAULT.  Effective on (and subject to the occurrence
of)  the  Amendment  Effective  Date,  the Required Lenders hereby waive (i) any
Event of Default under Section 10.12 for the 1999 Fiscal Year (or prior periods)
which  is  solely attributable to the recharacterization (in accordance with the
opinion of the Company's independent public accountants) as capital expenditures
during  such Fiscal Year of quarry development expenses not previously accounted
for by the Company as capital expenditures and (ii) the Event of Default created
by  the Company's noncompliance with Section 10.25 of the Credit Agreement prior
to  the  date  hereof.

     SECTION  3  REPRESENTATIONS  AND  WARRANTIES.  The  Company  represents and
warrants  to  the  Agent  and  the  Lenders  that:  (a)  the representations and
warranties  made  in  Section  9  (excluding Sections 9.6 and 9.8) of the Credit
Agreement  are  true  and correct on and as of the Amendment Effective Date with
the  same effect as if made on and as of the Amendment Effective Date (except to
the  extent relating solely to an earlier date, in which case they were true and
correct  as of such earlier date); (b) no Event of Default or Unmatured Event of
Default exists or will result from the execution of this Amendment; (c) no event
or  circumstance  has  occurred  since  the Effective Date that has resulted, or
would  reasonably  be  expected to result, in a Material Adverse Effect; (d) the
execution  and  delivery by the Company of this Amendment and the performance by
the  Company of its obligations under the Credit Agreement as amended hereby (as
so  amended, the "Amended Credit Agreement") (i) are within the corporate powers
of  the  Company,  (ii)  have  been  duly  authorized by all necessary corporate
action,  (iii)  have  received  all  necessary  approval  from  any Governmental
Authority and (iv) do not and will not contravene or conflict with any provision
of  any law, rule or regulation or any order, decree, judgment or award which is
binding  on the Company or any Guarantor or any of their respective Subsidiaries
or  of  any  provision  of  the  certificate of incorporation or bylaws or other
organizational  documents  of  the  Company  or  of  any  agreement,  indenture,
instrument or other document which is binding on the Company or any Guarantor or
any  of  their  respective Subsidiaries; and (e) the Amended Credit Agreement is
the  legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as enforceability may be limited by
applicable  bankruptcy,  insolvency or similar laws affecting the enforcement of
creditors'  rights  generally  or  by  equitable  principles  relating  to
enforceability.

     SECTION  4  EFFECTIVENESS.  The amendments set forth in Section 1 above and
the waiver set forth in Section 2 above shall become effective on such date (the
"Amendment Effective Date") when the Agent shall have received (a) a counterpart
of  this Amendment executed by the Company, the Required Lenders, each Revolving
Lender  that  has  agreed  to increase its Revolving Commitment on the Amendment
Effective  Date  (each  such  Revolving Lender, an "Increasing Lender") and each
financial  institution listed on the signature pages hereof that was not a party
to  the Credit Agreement immediately prior to the Amendment Effective Date (each
such  financial institution, a "New Lender") (or, in the case of any party other
than  the  Company  from  which the Agent has not received a counterpart hereof,
facsimile  confirmation of the execution of a counterpart hereof by such party),
(b)  all  fees and expenses then due and owing to the Lenders in connection with
this  Amendment  shall have been paid, as previously agreed upon and (c) each of
the  following  documents, each in form and substance satisfactory to the Agent:

     4.1     Reaffirmation.  Counterparts  of  the  Reaffirmation  of  Loan
Documents,  substantially  in the form of Exhibit A, executed by the Company and
each  Guarantor.

     4.2        New  Notes.  For  each  New  Lender,  a  Note.

     4.3        Resolutions.     Certified copies of resolutions of the Board of
Directors  of  the  Company authorizing or ratifying the execution, delivery and
performance  by  the Company of this Amendment, the Amended Credit Agreement and
each  other Loan Document contemplated by this Amendment to which the Company is
a  party.

     4.4      Incumbency  and  Signature Certificates.     A certificate of the
Secretary  or an Assistant Secretary of the Company, certifying the names of the
officer  or  officers  of  the Company authorized to sign this Amendment and the
other  Loan  Documents  contemplated  hereby  to  which  the Company is a party,
together  with  a  sample  of  the  true  signature  of  each  such  officer.

     4.5     Opinion.  An  opinion,  addressed  to the Agent and the Lenders, of
Kirkland  & Ellis, counsel to the Company and its Subsidiaries, substantially in
the  form  of  Exhibit  B.

     4.6     Other  Documents.  Such  other documents as the Agent or any Lender
may  reasonably  request.

     SECTION  5  MISCELLANEOUS.

     5.1     Continuing  Effectiveness,  etc.  As  herein  amended,  the  Credit
Agreement  shall  remain  in  full  force  and effect and is hereby ratified and
confirmed  in  all respects.  After the Amendment Effective Date, all references
in  the  Credit  Agreement,  the Notes, each other Loan Document and any similar
document  to the "Credit Agreement" or a similar term shall refer to the Amended
Credit  Agreement.  The waiver contained in Section 2 hereof is limited strictly
to  its  terms  and shall not apply to non-compliance with any other term of the
Credit  Agreement  or  the  Amended  Credit  Agreement.

     5.2     Counterparts.  This  Amendment  may  be  executed  in any number of
counterparts  and  by  the  different parties on separate counterparts, and each
such  counterpart  shall  be  deemed to be an original but all such counterparts
shall  together  constitute  one  and  the  same  Amendment.

     5.3     Expenses.  The  Company  agrees  to  pay  the  reasonable costs and
expenses  of  the Agent (including reasonable fees and disbursements of counsel,
including,  without  duplication, the allocable costs of internal legal services
and  all  disbursements  of  internal  legal  counsel)  in  connection  with the
preparation,  execution  and  delivery  of  this  Amendment.

     5.4     Governing  Law.  This  Amendment shall be a contract made under and
governed  by  the laws of the State of Illinois applicable to contracts made and
to  be  wholly  performed  within  the  State  of  Illinois.

     5.5     Successors  and  Assigns.  This Amendment shall be binding upon the
Company,  the Lenders and the Agent and their respective successors and assigns,
and shall inure to the benefit of the Company, the Lenders and the Agent and the
successors  and  assigns  of  the  Lenders  and  the  Agent.

     5.6     Fees.  The  fees referred to in Section 4(b) hereof are not subject
to  Section  7.5  of  the  Credit  Agreement.

     5.7     Addition of Lenders; Adjustments to Revolving Loan Percentages.  On
the  Amendment  Effective Date, the Agent shall notify the Revolving Lenders and
the  Company,  on  or  before  1:00  p.m.  (Chicago  time),  by facsimile of the
occurrence  of  the  Amendment Effective Date.  On the Amendment Effective Date,
each  New  Lender  shall  automatically  become  a  party  to the Amended Credit
Agreement  and  be  entitled  to  the  benefits,  and have the obligations, of a
"Lender"  thereunder.  Each  Increasing Lender and each New Lender shall, before
2:00  p.m. (Chicago time) on the Amendment Effective Date, make available to the
Agent  in  immediately  available funds an amount equal to (A) in the case of an
Increasing  Lender,  the  excess  of (1) such Increasing Lender's Revolving Loan
Percentage  (as  in  effect  immediately  following  the  effectiveness  of this
Amendment)  of  the  Revolving  Loans  then outstanding over (2) such Increasing
Lender's  Revolving  Loan  Percentage  (as  in  effect  immediately prior to the
effectiveness of this Amendment) of the Revolving Loans then outstanding and (B)
in  the case of a New Lender, such New Lender's Revolving Loan Percentage (as in
effect  immediately  following  the  effectiveness  of  this  Amendment)  of the
Revolving  Loans then outstanding.  After the Agent's receipt of such funds from
each  Increasing  Lender and each New Lender, the Agent will promptly thereafter
cause  to  be  distributed  like  funds  to each Revolving Lender that is not an
Increasing  Lender  or  a  New Lender in an amount to such Revolving Lender such
that  the aggregate amount owing to each Revolving Lender after giving effect to
such  distribution  equals such Lender's Revolving Loan Percentage (as in effect
immediately  following  the  effectiveness  of  this Amendment) of the Revolving
Loans  then  outstanding.  If the Amendment Effective Date shall occur on a date
that  is  not  the  last day of the Interest Period for all Revolving Loans then
outstanding  that  are  Eurodollar  Loans, (x) the Company shall pay any amounts
owing  pursuant  to  Section 8.4 of the Credit Agreement to any Revolving Lender
whose proportionate share of any outstanding Revolving Loan that is a Eurodollar
Loan  is  decreased  as a result of the distributions to Revolving Lenders under
this  Section  and  (y) for each outstanding Revolving Loan that is a Eurodollar
Loan,  the  respective  Revolving  Loans  made by the Increasing Lenders and New
Lenders  pursuant to this Section shall be deemed to be funded at the applicable
Eurodollar  Rate  (Reserve  Adjusted)  for  such  Loan.


Delivered  as  of  the  day  and  year  first  above  written.

U.S.  AGGREGATES,  INC.

/s/  Michael  J.  Stone
By:  Michael  J.  Stone
   --------------------
Title:  Chief  Financial  Officer
      ---------------------------


BANK  OF  AMERICA,  N.A.,  as  Agent

/s/  Patrick  W.  Zetzman
By:  Patrick  W.  Zetzman
   ----------------------
Title:  Vice  President
      -----------------


BANK  OF  AMERICA,  N.A.,  as  a  Lender  and  as  Issuing  Lender

/s/  Jim  Cockey
By:  Jim  Cockey
   -------------
Title:  Principal
      -----------


BANKBOSTON,  N.A.,  as  a  Lender

/s/  Richard  D.  Hill,  Jr.
By:  Richard  D.  Hill,  Jr.
   -------------------------
Title:  Managing  Director
      --------------------


NATIONAL  CITY  BANK,  as  a  Lender

/s/  Brian  Cullina
By:  Brian  Cullina
   ----------------
Title:  Senior  Vice  President
      -------------------------


BANK  OF  SCOTLAND,  as  a  Lender

/s/  Annie  Glynn
By:  Annie  Glynn
   --------------
Title:  Senior  Vice  President
      -------------------------


IBJ  SCHRODER  BANK  AND  TRUST
COMPANY,  as  a  Lender


By:
Title:


COMERICA  BANK  -  CALIFORNIA,  as  a  Lender

/s/  Scott  J.  Smith
By:  Scott  J.  Smith
   ------------------
Title:  Vice  President
      -----------------


ZIONS  FIRST  NATIONAL  BANK,  as  a  Lender

/s/  Kelly  Robertson
By:  Kelly  Robertson
   ------------------
Title:  Vice  President
      -----------------

UNION  BANK  OF  CALIFORNIA,  N.A.,  as  a
Lender

/s/  Nancy  A.  Perkins
By:  Nancy  A.  Perkins
   --------------------
Title:  Vice  President
      -----------------


CYPRESSTREE  INVESTMENT
MANAGEMENT  COMPANY,  INC.
as  Attorney-in-Fact  and  on  behalf  of  First
Allmerica  Financial  Life  Insurance  Company  as
Portfolio  Manager,  as  a  Lender

Illegible
By:
Title:  Principal
      -----------


CYPRESSTREE  INVESTMENT  PARTNERS  II,  LTD.

By:  CypressTree  Investment  Management
 Company,  Inc.,  as  Portfolio  Manager

Illegible
By:
Title:  Principal
      -----------


ING  HIGH  INCOME  PRINCIPAL
PRESERVATION  FUND  HOLDINGS,  LDC.

By:  ING  Capital  Advisors,  LLC.  As  Investment
Advisor

/s/  Michael  J.  Campbell
By:  Michael  J.  Campbell
   -----------------------
Title:  Senior  Vice  President  &  Portfolio  Manager
      ------------------------------------------------


PILGRIM  PRIME  RATE  TRUST,  as  a  Lender

By:  Pilgrim  Investments,  Inc.,  as  its  Investment  Manager

/s/  Robert  L.  Wilson
By:  Robert  L.  Wilson
   --------------------
Title:  Vice  President
      -----------------


SENIOR  DEBT  PORTFOLIO

By:  Boston  Management  and  Research,  as  Investment  Advisor

/s/  Payson  F.  Swaffield
By:  Payson  F.  Swaffield
   -----------------------
Title:  Vice  President
      -----------------


EATON  VANCE  INSTITUTIONAL  SENIOR  LOAN  FUND

By:  Eaton  Vance  Management,  as  Investment  Advisor

/s/  Payson  F.  Swaffield
By:  Payson  F.  Swaffield
   -----------------------
Title:  Vice  President
      -----------------


KZH-CYPRESSTREE  -  1  LLC

/s/  Susan  Lee
By:  Susan  Lee
   ------------
Title:  Authorized  Agent
      -------------------


KZH-HIGHLAND  -  2  LLC

By:
Title:


ARCHIMEDES  FUNDING  II,  LLC

By:  ING  Capital  Advisors,  LLC,  as  Collateral  Manager

/s/  Michael  J.  Campbell
By:  Michael  J.  Campbell
   -----------------------
Title:  Senior  Vice  President  &  Portfolio Manager
      -----------------------------------------------


BANK  ONE,  N.A.

/s/  Stephanie  A.  Mack
By:  Stephanie  A.  Mack
   ---------------------
Title:  Commercial  Banking  Officer
      ------------------------------


BRANCH  BANKING  AND  TRUST  COMPANY

Illegible
By:
Title:  Corporate  Accounts  Officer
      ------------------------------

<PAGE>
<TABLE>
<CAPTION>

                            SCHEDULE  I


<S>                               <C>                  <C>
                                  REVOLVING            REVOLVING
LENDER                            COMMITMENT           PERCENTAGE
------                            ----------           ----------
BANK OF AMERICA, N.A.             $12,655,262.86           14.06%

UNION BANK OF CALIFORNIA          $11,000,000.00           12.22%

IBJ WHITEHALL                     $ 7,894,736.84            8.77%
BANK AND TRUST COMPANY

BANK OF SCOTLAND                  $ 7,894,736.84            8.77%

NATIONAL CITY BANK                $ 8,660,526.62            9.62%

COMERICA BANK - CALIFORNIA        $ 8,000,000.00            8.89%

ZIONS FIRST NATIONAL BANK         $ 8,000,000.00            8.89%

BANKBOSTON, N.A.                  $ 5,894,736.84            6.55%

BANK ONE, N.A.                    $10,000,000.00           11.11%

BRANCH BANKING AND TRUST COMPANY  $10,000,000.00           11.11%

TOTAL                             $90,000,000.00          100.00%
</TABLE>

<PAGE>

                                 SCHEDULE  1.1A
                                 --------------

                                PRICING SCHEDULE
                                ----------------


     The  Applicable  ABR  Margin,  Applicable Eurodollar Margin and Non-Use Fee
Rate  shall  be  determined  based  on  the  Leverage  Ratio as set forth below.

     (a)  initially,  the  Applicable  ABR Margin for Revolving Loans and Term A
Loans  shall  be 0.75% per annum, the Applicable Eurodollar Margin for Revolving
Loans  and  Term A Loans shall be 1.75% per annum, the Applicable ABR Margin for
Term  B  Loans  shall  be 1.375% per annum, the Applicable Eurodollar Margin for
Term  B Loans shall be 2.375% per annum and the Non-Use Fee Rate shall be 0.425%
per  annum;

     (b)  on  and  after  any  date  specified below on which the Applicable ABR
Margin  and  Applicable  Eurodollar Margin for Revolving Loans, Term A Loans and
Term B Loans and the Non-Use Fee Rate are to be adjusted, the rate per annum set
forth  in  the  table  below  opposite  the  applicable  Leverage  Ratio:

<TABLE>
<CAPTION>
                                                       APPLICABLE
                                                       EURODOLLAR     APPLICABLE
                                                         MARGIN       ABR MARGIN                   APPLICABLE
                                                       (REVOLVING     (REVOLVING                   EURODOLLAR      APPLICABLE
                                                        LOANS AND      LOANS AND      NON-USE        MARGIN        ABR MARGIN
LEVERAGE RATIO                                        TERM A LOANS)  TERM A LOANS)   FEE RATE    (TERM B LOANS)  (TERM B LOANS)
----------------------------------------------------  -------------  -------------  -----------  --------------  --------------
<S>                                                   <C>            <C>            <C>          <C>             <C>
GREATER THAN OR EQUAL TO 4.50:1                               2.75%          1.75%        0.50%           2.75%           1.75%

GREATER THAN OR EQUAL TO 4.00:1 BUT LESS THAN 4.50:1          2.38%          1.38%        0.50%           2.75%           1.75%

GREATER THAN OR EQUAL TO 3.50:1 BUT LESS THAN 4.00:1          2.00%          1.00%        0.50%           2.38%           1.38%

GREATER THAN OR EQUAL TO 3.00:1 BUT LESS THAN 3.50:1          1.75%          0.75%        0.43%           2.38%           1.38%

GREATER THAN OR EQUAL TO 2.50:1 BUT LESS THAN 3.00:1          1.50%          0.50%        0.38%           2.38%           1.38%

LESS THAN 2.50:1                                              1.25%          0.25%        0.35%           2.00%           1.00%
</TABLE>

The  Applicable  ABR  Margin,  Applicable Eurodollar Margin and Non-Use Fee Rate
shall  be  adjusted,  to the extent applicable, following each Fiscal Quarter on
the  earlier to occur of (x) 45 days (or, in the case of the last Fiscal Quarter
of  any  year,  120  days)  after  the  end of each Fiscal Quarter, based on the
Leverage  Ratio  as  of the last day of such Fiscal Quarter and (y) the date the
financial  statements  required  by Section 10.1.1 or 10.1.2, as applicable, and
the  related  Compliance  Certificate,  if  any, required by Section 10.1.3, are
delivered  in  accordance  with  such  Sections; it being understood that if the
Company  fails to deliver the financial statements required by Section 10.1.1 or
10.1.2,  as applicable, and the related Compliance Certificate, if any, required
by  Section  10.1.3 by the 45th day (or, if applicable, the 120th day) after any
Fiscal  Quarter,  the Applicable ABR Margin for Revolving Loans and Term A Loans
shall  be  1.75% per annum, the Applicable Eurodollar Margin for Revolving Loans
and  Term A Loans shall be 2.75% per annum, the Applicable ABR Margin for Term B
Loans  shall  be  1.75%  per  annum, the Applicable Eurodollar Margin for Term B
Loans shall be 2.75% per annum and the Non-Use Fee Rate shall be 0.50% per annum
until  such  financial  statements and Compliance Certificate are delivered.  In
addition,  at  all  times when an Event of Default or Unmatured Event of Default
shall  have  occurred  and  be  continuing,  there  shall be no reduction in the
Applicable ABR Margin, the Applicable Eurodollar Margin or the Non-Use Fee Rate.

<PAGE>

                                       EXHIBIT  A

                              FORM  OF  REAFFIRMATION  OF
                                    LOAN  DOCUMENTS


                                  January  13,  2000


Bank  of  America,  N.A.,  as  Agent
and  the  other  parties  to  the  Third
Amended  and  Restated  Credit
Agreement  referred  to  below
1455  Market  Street
San  Francisco,  California  94103
Attn:  Agency  Management  Services  #5596

                        RE:  REAFFIRMATION  OF  LOAN  DOCUMENTS

Ladies  and  Gentlemen:

     Please  refer  to:

1.     The Amended and Restated Security Agreement dated as of June 5, 1998 (the
"Security  Agreement")  among  U.S.  Aggregates,  Inc.  (the "Company"), Western
Aggregates  Holding Corporation, a Delaware corporation, Jensen Construction and
Development,  Inc.,  a  Nevada  corporation, Sandia Construction, Inc., a Nevada
corporation,  Cox  Rock  Products  Inc.,  a  Utah  corporation,  Cox  Transport
Corporation,  a  Utah  corporation,  SRM Holdings Corp., a Delaware corporation,
Southern  Ready  Mix,  Inc.,  an  Alabama corporation, A-Block Company, Inc., an
Arizona  corporation,  A-Block  Company,  Inc., a California corporation, Mohave
Concrete  and  Materials,  Inc.,  an  Arizona  corporation,  Mohave Concrete and
Materials,  Inc.,  a  Nevada  corporation,  Mulberry Rock Corporation, a Georgia
corporation,  Valley  Asphalt,  Inc., a Utah corporation, BHY Ready Mix, Inc., a
Tennessee  corporation,  Geodyne  Beck  Rock Products, Inc., a Utah corporation,
Western Rock Products Corp., a Utah corporation, Tri-State Testing Laboratories,
Inc.,  a  Utah  Corporation,  Dekalb Stone, Inc., a Georgia corporation, Bradley
Stone  &  Sand,  Inc.,  a  Tennessee  corporation,  Monroc,  Inc.,  a  Delaware
corporation,  Western Aggregates, Inc., a Utah corporation, and Bank of America,
N.A.  in  its  capacity  as  Agent  (in  such  capacity,  the  "Agent");

2.     The Amended  and  Restated  Guaranty  dated  as  of  June  5,  1998  (the
"Guaranty")  executed in favor of the Agent and various other parties by Western
Aggregates  Holding  Corporation,  Jensen  Construction  and  Development, Inc.,
Sandia  Construction,  Inc.,  Cox Rock Products Inc., Cox Transport Corporation,
SRM  Holdings  Corp.,  Southern  Ready Mix, Inc., A-Block Company, Inc., A-Block
Company,  Inc.,  Mohave  Concrete  and  Materials,  Inc.,  Mohave  Concrete  and
Materials, Inc., Mulberry Rock Corporation, Valley Asphalt, Inc., BHY Ready Mix,
Inc.,  Geodyne  Beck Rock Products, Inc., Western Rock Products Corp., Tri-State
Testing  Laboratories,  Inc., Dekalb Stone, Inc., Bradley Stone & Sand, Inc. and
Monroc,  Inc.;

3.     The following  Pledge  Agreements:

       (a)     the  Amended  and  Restated  Company  Pledge  Agreement  dated as
of  June  5,  1998  between  the  Company  and  the  Agent,  and

       (b)     the  Amended  and  Restated  Subsidiary  Pledge  Agreement  dated
as  of  June  5,  1998  between  Western  Aggregates Holding Corp., Western Rock
Products  Corp., SRM Holdings Corp., Southern Ready Mix, Inc., Monroc, Inc., and
the  Agent,

       (all  of  the  foregoing  Pledge  Agreements, in  each case as heretofore
amended, being  collectively  referred  to herein as the  "Pledge  Agreements").

4.     The  Patent Security  Agreement  made  as  of  March 30, 1995 by Cox Rock
Products  Inc.  in  favor  of  the  Agent  (the  "Patent  Security  Agreement").

     The Security  Agreement, the Guaranty, the Pledge Agreements and the Patent
Security  Agreement,  in  each  case  as  heretofore  amended,  are collectively
referred  to  herein  as  the "Loan Documents".  Capitalized terms not otherwise
defined  herein will have the meanings given in the Credit Agreement referred to
below.

     Each  of  the  undersigned acknowledges that the Company, the Banks and the
Agent  have  executed the Third Amendment (the "Amendment") to the Third Amended
and Restated Credit Agreement dated as of June 5, 1998 (as amended, supplemented
or  otherwise  modified  from  time  to  time,  the  "Credit  Agreement").

     Each  of  the  undersigned hereby confirms that each Loan Document to which
such undersigned is a party remains in full force and effect after giving effect
to  the  effectiveness  of  the Amendment and that, upon such effectiveness, all
references  in  such Loan Document to the "Credit Agreement" shall be references
to  the  Credit  Agreement  as  amended  by  the  Amendment.

     The  letter  agreement  may  be  signed  in counterparts and by the various
parties  as  herein  on  separate  counterparts.  This letter agreement shall be
governed  by  the laws of the State of Illinois applicable to contracts made and
to  be  performed  entirely  within  such  State.


     U.S.  AGGREGATES,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Chief  Financial  Officer
           ---------------------------


     SRM  HOLDINGS  CORP.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------



     WESTERN  AGGREGATES  HOLDING  CORP.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     WESTERN  ROCK  PRODUCTS  CORP.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     JENSEN  CONSTRUCTION  &  DEVELOPMENT,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     SANDIA  CONSTRUCTION,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     TRI-STATE  TESTING  LABORATORIES,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     MOHAVE  CONCRETE  AND  MATERIALS,  INC.,
     a  Nevada  corporation

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     MOHAVE  CONCRETE  AND  MATERIALS,  INC.,
     an  Arizona  corporation

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     A-BLOCK  COMPANY,  INC.,
     an  Arizona  corporation

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     A-BLOCK  COMPANY,  INC.,
     a  California  corporation

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     COX  ROCK  PRODUCTS,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     COX  TRANSPORT  CORPORATION

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------

     VALLEY  ASPHALT,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------

     GEODYNE  BECK  ROCK  PRODUCTS,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------

     BECK  PAVING,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     SOUTHERN  READY  MIX,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------

     DEKALB  STONE,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------

     MULBERRY  ROCK  CORPORATION

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------

     BHY  READY  MIX,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     BRADLEY  STONE  &  SAND,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     MONROC,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------

     WESTERN  AGGREGATES,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------

     ACKNOWLEDGED  AND  AGREED
     as  of  the  date  first  written  above

     BANK  OF  AMERICA  NATIONAL  TRUST
     AND  SAVINGS  ASSOCIATION,  as  Agent

     /s/  Patrick  W.  Zetzman
     By:  Patrick  W.  Zetzman
          --------------------
     Title: Vice  President
           ----------------
<PAGE>