UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 Amendment No. 1
                                       on
                                  FORM 10-K/A

            (Mark  One)
            [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2000

                                       OR

            [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
             For the transition period from __________ to __________

                     Commission File Number     001-15217
                                             ---------------

                              U.S. AGGREGATES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  Delaware                                       57-0990958
     -----------------------------------                    --------------------
     (State  or  other  jurisdiction  of                    (I.R.S.  Employer
     incorporation  or  organization)                       Identification  No.)

                      400 South El Camino Real, Suite 500,
                          San Mateo, California 94402
           ---------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

                                (650)  685-4880
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:

      Title  of  each  class         Name  of  each exchange on which registered
 Common  Stock,  $.01  par  value            New  York  Stock  Exchange
 --------------------------------    -------------------------------------------

Securities  registered  pursuant  to  Section  12(g)  of  the  Act:  None

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes  [X]   No  [  ]

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405  of  Regulation S-K (  229.405 of this chapter) is not contained herein, and
will  not  be  contained,  to  the best of registrant's knowledge, in definitive
proxy  or  information  statements incorporated by reference in Part III of this
Form  10-K  or  any  amendment  to  this  Form  10-K.  [X]

     As  of  March  20, 2001, the aggregate market value of voting stock held by
non-affiliates  of  the registrant determined in accordance with Rule 405, based
upon  closing  sales price for the registrant's common stock, as reported on the
New  York  Stock  Exchange,  was  approximately  $43,552,082.

     Number  of  shares of registrant's common stock outstanding as of March 20,
2001  were  14,900,593.

                   DOCUMENTS INCORPORATED BY REFERENCE:  NONE


<PAGE>

                                  INTRODUCTION

     The  purpose of this amendment is to amend (i) Item 1 (Business), (ii) Item
2  (Properties),  (iii)  Item  3  (Legal  Proceedings),  (iv) Item 5 (Market for
Registrant's  Common  Equity  and  Related  Shareholder  Matters),  (v)  Item  7
(Management's  Discussion  and  Analysis), (vi) Item 10 (Directors and Executive
Officers  of  the  Registrant),  (vii) Report of Independent Public Accountants,
(viii)  Note  5  (Restructuring  Costs), (ix) Note 9 (Long-term Debt and Capital
Lease  Obligations),  (x)  Note 15 (Commitments and Contingencies), (xi) Note 16
(Related-Party  Transactions)  and  (xii)  Note  19  (Subsequent  Events).

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


                     U.S. AGGREGATES, INC. AND SUBSIDIARIES
                                  FORM 10-K/A
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000



                                    CONTENTS



PART  ITEM                                                                  PAGE

I        1  Business                                                           3
         2  Properties                                                         6
         3  Legal Proceedings                                                  9
         4  Submission of Matters to a Vote of Security Holders               10

II       5  Market for Registrant's Common Equity and Related
            Stockholder Matters                                               11
         6  Selected Financial Data                                           12
         7  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                               13
        7A  Quantitative and Qualitative Disclosures About Market Risk        20
         8  Financial Statements and Supplementary Data                       20
         9  Changes in and Disagreements With Accountants on
            Accounting and Financial Disclosure                               20

III     10  Directors and Executive Officers of the Registrant                21
        11  Executive Compensation                                            22
        12  Security Ownership of Certain Beneficial Owners and Management    25
        13  Certain Relationships and Related Transactions                    26

IV      14  Exhibits, Financial Statement Schedules, and Reports on
            Form 8-K                                                          28

        --  Signatures                                                        34


                                        2
<PAGE>


                                     PART I
                                     ------


ITEM  1.     BUSINESS

     U.S.  Aggregates,  Inc.  ("U.S.  Aggregates",  "USAI" or "the Company") was
founded  in  January  1994 and is a producer of aggregates and aggregate related
products.  Aggregates  consist  of crushed stone, sand and gravel.  In 2000, the
Company  shipped  approximately  19.7  million  tons of aggregates, primarily to
customers  in  nine Southeast and Mountain states, generating net sales and loss
from  operations  of  $291.7 million and ($5.0) million, respectively.  In 2000,
approximately 88% of the aggregates shipped by the Company were crushed stone or
sand  and  gravel,  and  approximately  12%  were  unprocessed  material.


     The  following  table shows, for the periods indicated, the Company's total
shipments  of  aggregates,  asphalt  and  ready-mix  concrete.


                              U.S. AGGREGATES, INC.
             SHIPMENTS OF AGGREGATES, ASPHALT AND READY-MIX CONCRETE

<TABLE>
<CAPTION>
                                                         YEARS ENDED DECEMBER 31,
                                                    ---------------------------------
                                                    2000   1999   1998   1997   1996
                                                    -----  -----  -----  -----  -----
                                                             (in millions)
<S>                                                 <C>    <C>    <C>    <C>    <C>
Tons of aggregates sold:
  Sold directly to customers . . . . . . . . . . .  15.0   13.7   11.9    6.6    5.1
  Used internally. . . . . . . . . . . . . . . . .   4.7    5.4    3.9    2.9    2.1
                                                    -----  -----  -----  -----  -----
    Total tons of aggregates sold. . . . . . . . .  19.7   19.1   15.8    9.5    7.2
      Percentage of aggregates used internally for
       asphalt and concrete                         23.9%  28.3%  24.7%  30.5%  29.2%
Tons of asphalt sold . . . . . . . . . . . . . . .   1.8    2.2    1.6    1.3    0.9
Yards of ready-mix concrete sold . . . . . . . . .   1.6    1.8    1.4    0.9    0.9
</TABLE>


The  Company's  total  production  capacity is approximately 30 million tons per
year.

     U.S.  Aggregates  markets its aggregates products to customers in a variety
of  industries,  including  public  infrastructure,  commercial  and residential
construction  contractors;  producers  of asphalt, concrete, ready-mix concrete,
concrete  blocks, and concrete pipes; and railroads.  In 2000, approximately 76%
of  the  Company's  aggregates  volume  was  sold directly to customers, and the
balance  was used to produce asphalt (which generally contains 90% aggregates by
volume)  and  ready-mix  concrete  (which  generally  contains 80% aggregates by
volume).  As  a  result  of  dependence  upon  the  construction  industry,  the
profitability  of  aggregates  producers  is sensitive to national, regional and
local  economic  conditions,  and  particularly  to  downturns  in  construction
spending  and  to  changes in the level of infrastructure spending funded by the
public  sector.   In  fact, the Company's performance in the second half of 2000
was  affected by the slowing economy and reduced government spending, especially
in  the  Western operations.   Currently, the Company does not have any customer
that  accounts  for  more  than  10%  of  sales.

     Also  as a result of the Company's dependence on the construction industry,
the  Company's  business  is  seasonal  with  peak revenue and profits occurring
primarily  in  the  months  of  April  through November.  Bad weather conditions
during this period can adversely affect operating income and cash flow and could
therefore  have  a disproportionate impact on the Company's results for the full
year.  Quarterly results have varied significantly in the past and are likely to
vary  significantly  from  quarter  to  quarter  in  the future.   In the fourth
quarter  of  2000,  poor  weather  conditions  in  Utah  negatively impacted the
Company's sales and profits.  In Utah, our sales volume of asphalt and processed
aggregates  in  the  fourth  quarter  of 2000 were down 42% and 36% respectively
compared  to  the fourth quarter of 1999.  Almost all of that volume decline was
due  to  poor  weather.  In  Utah, our sales volume of ready mix concrete in the
fourth  quarter  of  2000  was  down 11% compared to the fourth quarter of 1999.
Ready  mix  concrete  sales were less severely impacted by weather conditions as
technology  enables  the  use  of  concrete  in  colder  weather.


                                        3
<PAGE>


     Because  of the high cost of transporting aggregates, asphalt and ready-mix
concrete, the Company believes that high-quality aggregate reserves located near
customers  are  central  to its long-term success.  Accordingly, the Company has
focused  on  the  acquisition  and development of aggregate production sites and
companies  that  are  well  positioned  to  serve  growing  markets.  Since U.S.
Aggregates'  inception,  the  Company  completed  and integrated 28 business and
asset  acquisitions, including both operating companies and aggregate production
facilities.  In  2000,  U.S.  Aggregates,  Inc.  continued  to  expand  into new
geographical  markets  in  the  Southeast,  Utah  and  Nevada.  Distribution  of
aggregate  products  in  the  Southeast was expanded with the startup of a major
distribution  yard  in  Memphis,  Tennessee.

     Because  of  the  Company's  ambitious  acquisition  program,  the  Company
acquired  certain  non-core  assets  over  the  last  six  years.  These  assets
principally included ready mix and concrete block businesses which were acquired
in  connection  with  the  acquisition of strategic quarry properties as well as
quarry  properties  not  critical  to the Company's basic aggregates businesses.
In  1994 we acquired Southern Ready Mix which owned two aggregate quarries and a
concrete  products  company producing ready mix concrete and concrete pipe.  The
aggregates  business  expanded  from the original two quarries to nine operating
quarries  with an additional three in the preliminary development phase.  As the
aggregate  business  expanded,  many  of our customers for aggregates were firms
that  the  Company  competed  against  in ready mix concrete.  As the aggregates
volumes  grew, our ready mix concrete and block businesses became less important
to  our  overall  business  and,  because  of  their  competition  with our core
customers,  had  a  negative  impact  on  the  future  growth  of our aggregates
business.

     In  2000,  the Company outlined a plan to sell certain assets to strengthen
its  strategic  position,  reduce  debt  and  improve liquidity.  The assets the
Company  planned  to  sell included its ready mix and concrete block business in
Alabama,  all  its  ready  mix concrete operations in the greater Salt Lake area
(including  certain quarries related to such business) as well as other non-core
ready  mix and concrete block business.  In 2000, the Company sold its ready-mix
operations  in  Birmingham and subsequently the remaining ready-mix concrete and
concrete  block  operations  in  the  Alabama market to Ready-Mix USA, Inc.  The
ready-mix  operations  in  Birmingham  were  sold  for  $6.6  million  in  total
consideration,  representing  a  book  gain  of  $284,000.  The  ready-mix  and
concrete  block  operations in the Alabama market were sold for $14.5 million in
total  consideration,  representing  a  book gain of $2.2 million.  Terms of the
sale  include  the  establishment  of  a  long-term  contract for the Company to
provide  Ready-Mix  USA  with  aggregates  for  its  ready-mix  operations.  The
revenues  and  total  assets  related  to  the  sold  properties  represented
approximately  11%  and  4%,  respectively,  of  the Company's 2000 consolidated
totals.

     The  localized  nature  of  the  business  also limits competition to those
producers  in  proximity  to the Company's production facilities.  Although U.S.
Aggregates  experiences  competition in all of its markets, the Company believes
that  it  is  generally  a  leading  producer  in  the  market  areas it serves.
Competition  is based primarily on aggregate production site location and price,
but  quality  of  aggregates  and  level  of customer service are also important
factors.  The  Company  competes  directly  with  a  number  of  large and small
producers  in  the  markets  it  serves.

     A  material rise in the price or a material decrease in the availability of
oil  could and did adversely affect operating results.  The cost of transporting
the  Company's products, the cost of processing material and the cost of asphalt
are  all  correlated  to the price of oil.  Any increase in the price of oil may
and  did  reduce  the  demand  for the Company's products.  In 2000, the Company
estimates  that  the total increase in oil, fuel and energy costs were in excess
of  $9  million.  As a result of competitive pressures, the Company was not able
to  pass  through  these  cost  increases  and profits were negatively impacted.

     Environmental  and  zoning  regulations have made it increasingly difficult
for  the  construction  aggregates  industry  to expand existing quarries and to
develop  new  quarry  operations.  Although it cannot be predicted what policies
will  be  adopted  in the future by federal, state and local governmental bodies
regarding  these  matters, the Company anticipates that future restrictions will
not  have  a  material  adverse  effect  upon  its  business.

     As  of year-end, the Company employs approximately 1,476 employees, of whom
approximately  1,259  are  hourly,  216  are  salaried  and  1  is  part-time.
Approximately 313 of U.S. Aggregates' employees are represented by labor unions.
The  expiration  dates  of  the various labor union contracts are from July 2001
through  April  2003.  The  Company considers its relations with employees to be
good.


                                        4
<PAGE>


SUBSEQUENT  DEVELOPMENTS

     As  a  result  of  issues raised regarding certain financial and accounting
matters  affecting  the Company's Western operations and upon the recommendation
of the Company's auditors, the Company's Board of Directors authorized the Audit
Committee  to  expand  the  scope  of  the  year-end  audit  and to increase its
oversight  of  the  audit.  Under  the  supervision  of  the Audit Committee, an
expanded  audit  was conducted of the Company's operations, principally those in
the  Western  states.  As  a  result  of the expanded audit, a number of errors,
material  in  the  aggregate,  were determined to have occurred.  As a result of
these  errors,  the  Company  determined  that  it  was necessary to restate the
earnings  for  the  first  three  quarters  of 2000.  For the first quarter, the
Company  restated its net loss of $2.6 million, or $0.17 per diluted share, to a
net  loss  of $5.1 million, or $0.34 per diluted share.  For the second quarter,
the Company restated its net income of $6.8 million, or $0.45 per diluted share,
to  net  income  of  $3.1  million,  or  $0.20 per diluted share.  For the third
quarter,  the  Company  restated  its  net  income of $5.5 million, or $0.36 per
diluted  share,  to net income of $1.7 million, or $0.11 per diluted share.  The
restatements  relate  primarily  to  the reclassification of certain capitalized
items  to  operating  expenses,  the recognition of certain additional operating
expenses, and an increase of the reserve for self-insurance claims.  As a result
of  the  Audit  Committee's review, certain members of management resigned, were
put  on  administrative  leave,  or  were  terminated.

     With  the  Company's  poor  financial  results  in 2000, the Company was in
default of several covenants in the Fourth Amendment to its Credit Agreement and
its  Amendment  No.  3  to its subordinated debt facilities.  The Company was in
default  of its financial covenants by permitting its interest coverage ratio to
be  less  than  1.75 to 1, permitting its fixed charge coverage ratio to be less
than  0.80  to 1 and permitting its leverage ratio to be greater than 5.75 to 1.
In  April  2001,  the  Company  entered  into  amendments  (the  Fifth and Sixth
Amendments)  with  its  senior secured lenders which waive all existing covenant
defaults,  adjust  future  financial covenants, defer certain principal payments
until  March 31, 2002, provide the Company with additional liquidity on the sale
of  certain  assets,  establish  monthly  interest  payment  schedules, increase
interest  rates, and provide for certain fees if the debt is not refinanced by a
certain date in the future.  The Company also entered into an amendment with its
subordinated  note  holder  to  waive  existing  covenant defaults and to accept
deferral  of  interest  payments  through May 22, 2002 in exchange for increased
interest  rates, a deferred fee of $900,000 and warrants for 671,582 shares with
a  nominal  exercise  price.  In  connection  with  the amendments of the senior
secured  credit  facility  and  the  subordinated notes, Golder, Thoma, Cressey,
Rauner  Fund  IV,  L.P. ("GTCR Fund IV"), the Company's largest shareholder, has
committed to loan the Company $2 million as junior subordinated debt.  GTCR Fund
IV  will receive a deferred fee of $450,000 and warrants for 435,469 shares with
a  nominal  exercise  price in exchange for its agreement to provide the Company
with  the  junior  subordinated  debt.

     In  2001,  the Company continued its plan to sell certain assets to improve
its strategic position, reduce debt and improve its liquidity.   Effective as of
March  30,2001,  the  Company sold certain of its operations in northern Utah to
Oldcastle  Materials,  Inc.  That transaction included the sale of the ready mix
businesses  in  the  greater Salt Lake area, a leasehold interest in one quarry,
the  subleasing of another and the sale of an asphalt plant.  The sales proceeds
were  utilized  to  pay-down  debt and certain operating leases and provided the
Company with additional liquidity.  The revenues and total assets related to the
sold  properties  represented  approximately  14%  and  6%, respectively, of the
Company's  2000  consolidated totals.   In order to provide sufficient liquidity
to fund operations, capital requirements and debt service, the Company will need
to  continue  its  plan  to  sell  certain  assets  (See  Liquidity  and Capital
Resources).  In  connection with the sale, the Company entered into a long-term,
royalty bearing lease of a quarry to Oldcastle.  The lease term is for a 40-year
period  and  requires Oldcastle to pay a minimum annual royalty of $0.1 million.
Royalty rates are $0.05 per ton of aggregate utilized during the first two years
of  the agreement, $0.10 per ton for the third through the fifth years and $0.25
per  ton thereafter.  The carrying value of the assets leased to Oldcastle as of
June  30,  2001  was  approximately  $47.6  million.


GOVERNMENTAL  AND  ENVIRONMENTAL  REGULATION

     The  Company's operations are subject to and affected by federal, state and
local  laws  and  regulations relating to the environment, health and safety and
other  regulatory matters.  Certain of the Company's operations may from time to
time  involve  the  use  of substances that are classified as toxic or hazardous
substances  within  the  meaning  of  these laws and regulations.  Environmental
operating  permits  are,  or  may  be,  required  for  certain  of the Company's
operations and such permits are subject to modification, renewal and revocation.
The  Company  continually evaluates whether it must take additional steps at its
locations  to  ensure  compliance  with these laws and regulations.  The Company


                                        5
<PAGE>


believes  that its operations are in substantial compliance with applicable laws
and  regulations  and  that  any  noncompliance is not likely to have a material
adverse  effect  on  its business, financial condition or results of operations.
However,  future  events,  such  as  changes  in  or modified interpretations of
existing  laws and regulations or enforcement policies, or further investigation
or  evaluation  of  the  potential  health  hazards  of its products or business
activities,  may  give  rise to additional compliance and other costs that could
have  a  material  adverse  effect  on  us.  In  accordance  with  the Company's
accounting  policy  for environmental costs, amounts are accrued and included in
the Company's financial statements when it is probable that a liability has been
incurred  and  such  amount  can be reasonably estimated.  Costs incurred by the
Company  in  connection  with  environmental matters in the preceding two fiscal
years  were  not  material  to  the Company's operations or financial condition.

     U.S.  Aggregates,  as  well  as other companies in the aggregates industry,
produce  some  products  containing  varying  amounts  of  crystalline  silica.
Excessive and prolonged inhalation of very small particles of crystalline silica
has been associated with non-malignant lung disease.  The carcinogenic potential
of excessive exposure to crystalline silica has been evaluated for over a decade
by  a  number of research groups including the International Agency for Research
on  Cancer,  the  National  Institute for Occupational Safety and Health and the
National  Toxicology  Program,  a  part  of  the  Department of Health and Human
Services.  Results  of  various studies have ranged from classifying crystalline
silica  as  a  probable  to  a known carcinogen.  Other studies concluded higher
incidences  of  lung cancer in some operations was due to cigarette smoking, not
silica.  Governmental  agencies,  including  the  Occupational Safety and Health
Administration  and  Mine  Safety Health Administration, coordinate to establish
standards  for  controlling  permissible  limits  on crystalline silica.  In the
early  1990s,  they  considered  lowering  silica exposure limits but decided to
retain  existing limits.  The Occupational Safety and Health Administration held
stakeholder  meetings  in the fall of 2000, relating to the release of new rules
to  implement  more  stringent  regulations  controlling  permissible  limits on
Crystalline  Silica.  No  new  regulations  have been put in place through March
2001.  We believe we currently meet government guidelines for Crystalline Silica
exposure  and  will  continue  to  employ  advanced  technologies as they become
available  to  ensure  worker  safety  and  comply  with  regulations.

     An  operating  subsidiary of the Company has received a notice of violation
regarding  the  removal  and disposal of asbestos-containing insulation from two
above  ground asphalt storage tanks at one of the subsidiary's facilities and is
the  subject  of  several  related  state  and  federal  civil  and  criminal
investigations.  The  agencies  involved  include  the  Federal  Environmental
Protection  Agency,  the  United  States Department of Justice, the Occupational
Safety  and  Health Administration and the Utah Department of Air Quality (DAQ).
The  site  has been fully cleaned up under the supervision and with the approval
of  the Utah DAQ and costs related to the clean up have been recorded.  In order
to  fully  resolve the matter, the Company anticipates entering into settlements
with  the various governmental entities, which will involve the payment of fines
and  the  establishment  of  certain  environmental  compliance procedures.  The
Company  has  accrued  for  these  anticipated  fines.


ITEM  2.     PROPERTIES

     In 2000, 27 of the Company's aggregates production sites each had shipments
of  greater  than  100,000 tons.  Of these sites, 10 are located on property the
Company  owns,  two  are  on land owned in part and leased in part and 15 are on
leased  property.  In addition to the Company's quarry sites, it owns other real
property.  In  total,  U.S.  Aggregates  owns 67 pieces of real property and has
leasehold or permits or similar rights to 64 other pieces of real property as of
December  31,  2001.  As of the date of this 10-K, the Company owns 60 pieces of
real  property  and has leasehold or permit or similar rights to 63 other pieces
of  real  property.  Most  of  these  properties are subject to a mortgage.  The
Company's  significant quarry leases expire between the year 2012 to 2039 and in
some  cases  are renewable for additional periods.  The Company believes that no
single  aggregate  production  site  is of major significance to its operations.

     The  Company's  current  estimated  aggregate  reserve position exceeds 1.3
billion tons.  The yield from the extraction of reserves is based on an estimate
of  the  volume of materials which can be economically extracted to meet current
market  and  product  applications.  The Company's mining plans are developed by
experienced  mining  and  operating  personnel  based  on  internal  and outside
drilling  and  geological  studies and surveys.  In some cases, zoned properties
must  be extracted in phases as reserves in a particular area of the reserve are
exhausted.

     U.S. Aggregates owns approximately 600 million tons and lease approximately
700  million tons of its aggregate reserves.  Leases usually provide for royalty
payments  based on revenues from aggregates sold at a specific location.  Leases
usually  expire after a specific time period and may be renewable for additional
terms.  Most  leases  have  extension options providing for at least 20 years of
operation  based  on  2000 extraction rates.  With minor exceptions, where lease


                                        6
<PAGE>


options total less than 20 years, the Company has developed and zoned additional
reserves  that  will  allow  it  to serve its markets on a competitive basis and
ensure  long  term availability.  Generally, reserves at the Company's aggregate
production sites are adequate for in excess of 20 years production at 2000 rates
of  extraction.  At  one  of  the Company's quarries it is required to extract a
minimum  amount  of  100,000  tons  of aggregate per year and at another quarry,
500,000  tons  of  aggregate  per  year  in order to maintain its rights to mine
reserves  on  these leased properties.  The Company anticipates fulfilling these
minimum  extraction  requirements  during  the  lease  terms.

     The following table summarizes the Company's production facilities:

<TABLE>
<CAPTION>
                                                                   Production
                                             Estimated Reserves    Year Ended
                                             12/31/00              12/31/00
                                             (000's Tons)         (000's Tons)
Quarry Location                              (See Notes)          (See Notes)      Lease Terms
<S>                                         <C>                   <C>           <C>

Southeast Division
------------------

Operating Plants
----------------

The Company has six aggregate
operations in Alabama located at Tarrant,
 Calera, O'Neal, Tuscumbia, Alabaster,
and Vance and one aggregate plant
located in Cleveland, TN and two             Leased   497,000
aggregate plants in Sequatchie, TN.          Owned    152,000                      Current to 40 years
                                                      -------
                                             Total    649,000            8,484

Developing Sites
-----------------

The Company has one developing quarry
in Alabama located at Calera and two
developing quarries located in Dekalb        Leased   287,000
and Mulberry, GA.                            Owned       -0-                       Current to 30 years
                                                      -------
                                             Total    287,000              -0-


                                        7
<PAGE>


Western Division
----------------

Major Aggregate Operations
--------------------------

The company has five aggregate plants
located in the Wasatch Front of Northern
Utah: Northern Salt Lake City (2),
Draper, Lehi, and Genola, Two in
Central Utah: Centerfield and Elsinor,
Three in Southern Utah: Cedar City (1)
and St. George (2), one in Las Vegas and
two in Boise, Idaho: Eagle and
Middleton.

Total Major Aggregate Operations                      494,000            8,942

Other small operations in Utah, Idaho                 136,000            2,271
and Arizona.                                          -------            -----

                                                      630,000           11,213
Total                                            See Notes (1)-(4)

Unzoned Reserves
----------------
                                                      54,000
Central Utah
                                                      83,000
                                                     -------
So. Utah / SE Nevada / NW Arizona
                                                     137,000
<FN>

Notes:
-----

(1)  Includes  Beck  Street  Quarry in North Salt Lake City with reserves of 157
million  tons  leased  effective March 31, 2001 to Oldcastle, Inc. for 40 years.

(2)  Includes  Falcon  Ridge  Quarry sold effective March 31, 2001 to Oldcastle,
Inc.  with  reserves  of  18  million  tons.

(3)  Excludes  Kiegley  Quarry  in  Genola,  Utah,  leased  from Oldcastle, Inc.
effective  March  31,  2001  with  reserves  of  175  million  tons.

(4)  Sales  for  the year ended December 31, 2000 at major operations were 7,246
thousand  tons  adjusted  for  assets  in  Northern  Salt  Lake  sold  in  2001.

</TABLE>

     The  following  table  presents  the Company's aggregate reserves by market
area.



                                        8
<PAGE>



<TABLE>
<CAPTION>
                              U.S. AGGREGATES, INC.
                        AGGREGATE RESERVES BY MARKET AREA


                                 ZONED/
                               PERMITTED  UNZONED  TOTAL
                               ---------  -------  -----
                                    (in million tons)
<S>                            <C>        <C>      <C>
Alabama                              574        -    574
Eastern Tennessee                     75        -     75
Northern Utah                        362        -    362
Central Utah                         110       54    164
So. Utah/SE Nevada/NW Arizona        124       83    207
Idaho                                 34        -     34
                               ---------  -------  -----
  TOTAL                            1,279      137  1,416
                               =========  =======  =====
</TABLE>


     Management  believes  the  raw  material  reserves are sufficient to permit
production  at  present  operational  levels  for  the  foreseeable future.  The
Company  does  not  anticipate  any  material  difficulty  in  obtaining the raw
materials  that  it  uses  for  production.

     The  Company is required by the laws of various states to reclaim aggregate
sites  after  reserves  have  been depleted.  Each site's mining plan includes a
reclamation  plan,  which has been developed for that site to maximize the value
of  the  end  use  of  the  site.

     The  Company  has  two  aggregate  production  sites  in  Georgia.  A major
building  materials  producer  has an option to lease one site under a long-term
lease.  The  other  aggregate  production site is not anticipated to open in the
near  future.


ITEM  3.     LEGAL  PROCEEDINGS

     An  operating  subsidiary of the Company has received a notice of violation
regarding  the  removal  and disposal of asbestos-containing insulation from two
above  ground asphalt storage tanks at one of the subsidiary's facilities and is
the  subject  of  several  related  state  and  federal  civil  and  criminal
investigations.  The  agencies  involved  include  the  Federal  Environmental
Protection  Agency,  the  United  States Department of Justice, the Occupational
Safety  and  Health Administration and the Utah Department of Air Quality (DAQ).
The  site  has been fully cleaned up under the supervision and with the approval
of  the Utah DAQ and costs related to the clean up have been recorded.  In order
to  fully  resolve the matter, the Company anticipates entering into settlements
with  the various governmental entities, which will involve the payment of fines
and  the  establishment  of  certain  environmental  compliance procedures.  The
Company  has  accrued  $300,000  for  these  anticipated  fines.

     An  operating  subsidiary  of  the  Company  was  served  with  a  Civil
Investigation  Demand  appending interrogatories and requests for the production
of documents requested in connection with an antitrust investigation by the Utah
Attorney  General's  Office related to the sale of asphalt, aggregate, ready-mix
concrete,  concrete  block  and  related  products and services. The Company has
supplied  the  requested  information  to  the satisfaction of the Utah Attorney
General's  Office  and  will  continue  to  cooperate fully in the course of the
investigation.  The  Company  believes  there is no merit to this investigation.

     It is the opinion of management, after discussions with legal counsel, that
the  ultimate disposition of the claims discussed above will not have a material
adverse  effect  on  the  Company's financial position or results of operations,
however,  an  adverse  judgment  or  settlement  of  certain claims could have a
material  adverse  effect  on  the  financial  condition  and  operating results
reported  by  the  Company  for the period in which any such adverse judgment or
settlement  occurs.  The  Company  is  currently unable to estimate the loss, or
range  of  loss,  that  is  reasonably  possible  related  to  these  claims.

     From  time  to time, the Company and its subsidiaries have been involved in
various  other legal proceedings relating to it and its subsidiaries' operations
and  properties  which,  except  for  the  proceedings described in the previous
paragraph,  we believe are routine in nature and incidental to the conduct of it
and  its  subsidiaries'  business.  The  Company  and its subsidiaries' ultimate
legal  and  financial  liability  with  respect to these other matters cannot be


                                        9
<PAGE>


estimated  with  certainty,  but  we  believe,  based on its examination of such
matters,  that  none of these proceedings, if determined adversely, would have a
material  adverse  effect  on  our  business,  financial condition or results of
operations.

     See  also  "Note  15:  Commitments  and Contingencies" of the "Consolidated
Notes  to  Financial  Statements".

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     No  matter  was  submitted  to  the  Company's security holders through the
solicitation  of  proxies  or  otherwise  during  the  fourth  quarter  of 2000.


                                       10
<PAGE>


                                     PART II
                                     -------


ITEM  5.     MARKET  FOR  THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

     The  Company's  Common Stock is traded on the New York Stock Exchange under
the  symbol  "AGA",  where it commenced trading on August 13, 1999 following the
Company's  initial  public  offering.  As  of  March  20,  2001,  the  number of
shareholders  of  record approximated 47.  The closing price of the Common Stock
on  the New York Stock Exchange on March 20, 2001, was $7.10.  The prices in the
following table represent the high and low sales prices for the Company's Common
Stock  as  reported  on  the  New  York  Stock  Exchange:


     Quarter Ended                               High    Low
     -------------                              ------  ------

     September 30, 1999 (from August 13, 1999)  $15.46  $11.78
     December 31, 1999 . . . . . . . . . . . .  $14.96  $ 9.48
     March 31, 2000. . . . . . . . . . . . . .  $16.22  $11.91
     June 30, 2000 . . . . . . . . . . . . . .  $20.22  $12.73
     September 30, 2000. . . . . . . . . . . .  $19.21  $14.81
     December 31, 2000 . . . . . . . . . . . .  $16.31  $ 6.38


     For  each  of  the  first  three  quarters  of 2000, the Board of Directors
authorized a dividend of $0.03 per share of common stock payable April 10, 2000,
July 10, 2000, and October 10, 2000 to holders of record on March 27, 2000, June
26,  2000,  and  September  26,  2000,  respectively.

The  Company's  policy  is to pay out a reasonable share of net cash provided by
operating  activities as dividends, consistent with the goal of maintaining debt
ratios  with  prudent  and  generally  acceptable limits.  The future payment of
dividends, however, is being restricted by its credit facility agreements and as
such the company does not anticipate paying dividends in the foreseeable future.
under  its  credit  facility  agreements  the  Company is prohibited from paying
dividends  if  doing  so  would  create an event of default, would result in the
Company's  leverage  ratio (defined as the ratio of (a) total debt to (b) EBITDA
For  the  four  preceding  fiscal  quarters) being equal to or less than 3:1, or
would  result in a non-compliance with any of the financial covenants provide in
such  agreements.  In  addition, the company is prohibited from paying dividends
on  its  common stock in any fiscal year in excess of 15% of consolidated income
during  the  preceding  fiscal  year.



                                       11
<PAGE>


ITEM  6.     SELECTED  FINANCIAL  DATA

     The selected statement of operations, per share data and balance sheet data
for each of the 5 years ended December 31 set forth below have been derived from
the  audited  consolidated  financial  statements of the Company.  The following
data should be read in conjunction with the consolidated financial statements of
the  Company and notes to consolidated financial statements on pages F-1 through
F-23.


<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31,
                                                    -------------------------------------------------
                                                      2000       1999      1998      1997      1996
                                                    ---------  --------  --------  --------  --------
                                                           (in thousands, except share amounts)
<S>                                                 <C>        <C>       <C>       <C>       <C>
Net sales. . . . . . . . . . . . . . . . . . . . .  $291,689   $308,592  $237,333  $166,915  $133,378
Income (loss) before extraordinary item. . . . . .   (16,833)    14,197     4,832     5,505     6,444

Income (loss) before extraordinary item available
  for common shareholders per share
    -basic                                          $  (1.13)  $   1.20  $   0.12  $   0.29  $   0.57
    -diluted                                        $  (1.13)  $   1.16  $   0.11  $   0.28  $   0.57

Total assets . . . . . . . . . . . . . . . . . . .  $427,206   $414,928  $337,611  $172,266  $150,139
Long-term obligations & redeemable preferred stock   198,273    160,312   229,353   126,115   110,123
Cash dividends declared per share. . . . . . . . .  $   0.09   $   0.03  $      -  $      -  $      -

</TABLE>


                                       12
<PAGE>


ITEM  7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS

GENERAL


     U.S.  Aggregates  conducts  its  operations  through  the  quarrying  and
distribution  of  aggregate  products  in  nine states in the two regions of the
Mountain  states  and  the  Southeast.  The  Company's  operations have the same
general  economic  characteristics  including  the  nature  of  the  products,
production  processes,  type and class of customers, methods of distribution and
governmental  regulations.  In  2000,  the  Company  shipped  approximately 19.7
million  tons  of  aggregates,  primarily  to  customers  in  nine Southeast and
Mountain states, generating net sales and loss from operations of $291.7 million
and  ($5.0)  million,  respectively.

     Since  U.S.  Aggregates' inception, the Company completed and integrated 28
business  and  asset  acquisitions,  including  both  operating  companies  and
aggregate  production  facilities.  In  2000, U.S. Aggregates, Inc. continued to
expand  into  new  geographical  markets  in  the  Southeast,  Utah  and Nevada.
Distribution  of  aggregate  products  in  the  Southeast  was expanded with the
startup  of  a  major  distribution  yard  in  Memphis,  Tennessee.

     Because  of  the  Company's  ambitious  acquisition  program,  the  Company
acquired  certain  non-core  assets  over  the  last  six  years.  These  assets
principally included ready mix and concrete block businesses which were acquired
in  connection  with  the  acquisition of strategic quarry properties as well as
quarry  properties  not  critical  to the Company's basic aggregates businesses.
In  1994 we acquired Southern Ready Mix which owned two aggregate quarries and a
concrete  products  company producing ready mix concrete and concrete pipe.  The
aggregates  business  expanded  from the original two quarries to nine operating
quarries  with an additional three in the preliminary development phase.  As the
aggregate  business  expanded,  many  of our customers for aggregates were firms
that  the  Company  competed  against  in ready mix concrete.  As the aggregates
volumes  grew, our ready mix concrete and block businesses became less important
to  our  overall  business  and,  because  of  their  competition  with our core
customers,  had  a  negative  impact  on  the  future  growth  of our aggregates
business.

     In  2000,  the Company outlined a plan to sell certain assets to strengthen
its  strategic  position,  reduce  debt  and  improve liquidity.  The assets the
Company  planned  to  sell included its ready mix and concrete block business in
Alabama,  all  its  ready  mix concrete operations in the greater Salt Lake area
(including  certain quarries related to such business) as well as other non-core
ready  mix and concrete block business.  In 2000, the Company sold its ready-mix
operations  in  Birmingham and subsequently the remaining ready-mix concrete and
concrete  block  operations  in  the  Alabama market to Ready-Mix USA, Inc.  The
ready-mix  operations  in  Birmingham  were  sold  for  $6.6  million  in  total
consideration,  representing  a  book  gain  of  $284,000.  The  ready-mix  and
concrete  block  operations in the Alabama market were sold for $14.5 million in
total  consideration,  representing  a  book gain of $2.2 million.  Terms of the
sale  include  the  establishment  of  a  long-term  contract for the Company to
provide  Ready-Mix  USA  with  aggregates  for  its  ready-mix  operations.  The
revenues  and  total  assets  related  to  the  sold  properties  represented
approximately  11%  and  4%,  respectively,  of  the Company's 2000 consolidated
totals.

     In  2001,  the Company continued its plan to sell certain assets to improve
its strategic position, reduce debt and improve its liquidity.   Effective as of
March  30,2001,  the  Company sold certain of its operations in northern Utah to
Oldcastle  Materials,  Inc.  That transaction included the sale of the ready mix
businesses  in  the  greater Salt Lake area, a leasehold interest in one quarry,
the  subleasing of another and the sale of an asphalt plant.  The sales proceeds
were  utilized  to  pay-down  debt and certain operating leases and provided the
Company with additional liquidity.  The revenues and total assets related to the
sold  properties  represented  approximately  14%  and  6%, respectively, of the
Company's  2000  consolidated totals.   In order to provide sufficient liquidity
to fund operations, capital requirements and debt service, the Company will need
to  continue  its  plan  to  sell  certain  assets  (See  Liquidity  and Capital
Resources).  In  connection with the sale, the Company entered into a long-term,
royalty bearing lease of a quarry to Oldcastle.  The lease term is for a 40-year
period  and  requires Oldcastle to pay a minimum annual royalty of $0.1 million.
Royalty rates are $0.05 per ton of aggregate utilized during the first two years
of  the agreement, $0.10 per ton for the third through the fifth years and $0.25
per  ton thereafter.  The carrying value of the assets leased to Oldcastle as of
June  30,  2001 was approximately $47.6 million.  In order to provide sufficient
liquidity to fund operations, capital requirements and debt service, the Company
will need to continue its plan to sell certain assets (See Liquidity and Capital
Resources).

     U.S.  Aggregates  markets its aggregates products to customers in a variety
of  industries,  including  public  infrastructure,  commercial  and residential
construction  contractors;  producers  of asphalt, concrete, ready-mix concrete,
concrete  blocks, and concrete pipes; and railroads.  In 2000, approximately 76%


                                       13
<PAGE>


of  the  Company's  aggregates  volume  was  sold directly to customers, and the
balance  was used to produce asphalt (which generally contains 90% aggregates by
volume)  and  ready-mix  concrete  (which  generally  contains 80% aggregates by
volume).  As  a  result  of  dependence  upon  the  construction  industry,  the
profitability  of  aggregates  producers  is sensitive to national, regional and
local  economic  conditions,  and  particularly  to  downturns  in  construction
spending  and  to  changes in the level of infrastructure spending funded by the
public  sector.   In  fact, the Company's performance in the second half of 2000
was  affected by the slowing economy and reduced government spending, especially
in  the  Western operations.   Currently, the Company does not have any customer
that  accounts  for  more  than  10%  of  sales.

     Also  as a result of the Company's dependence on the construction industry,
the  Company's  business  is  seasonal  with  peak revenue and profits occurring
primarily  in  the  months  of  April  through November.  Bad weather conditions
during this period can adversely affect operating income and cash flow and could
therefore  have  a disproportionate impact on the Company's results for the full
year.  Quarterly results have varied significantly in the past and are likely to
vary  significantly  from  quarter  to  quarter  in  the future.   In the fourth
quarter  of  2000,  poor  weather  conditions  in  Utah  negatively impacted the
Company's  sales  and  profits.

     A  material rise in the price or a material decrease in the availability of
oil  could and did adversely affect operating results.  The cost of transporting
the  Company's products, the cost of processing material and the cost of asphalt
are  all  correlated  to the price of oil.  Any increase in the price of oil may
and  did  reduce  the  demand  for the Company's products.  In 2000, the Company
estimates  that  the total increase in oil, fuel and energy costs were in excess
of  $9  million.  As a result of competitive pressures, the Company was not able
to  pass  through  these  cost  increases  and profits were negatively impacted.


RESULTS  OF  OPERATIONS

     The  following table presents net sales, gross profit, selling, general and
administrative  expenses,  depreciation,  depletion  and  amortization,  gain on
disposal  of  assets,  restructuring  charges,  asset  impairment  charges
income/(loss)  from  operations,  and  net interest expense for U.S. Aggregates:


<TABLE>
<CAPTION>
                                                             YEARS ENDED DECEMBER 31,
                                              -----------------------------------------------------
                                                     2000              1999              1998
                                              -----------------  ----------------  ----------------
                                                              (dollars in thousands)
<S>                                           <C>        <C>     <C>       <C>     <C>       <C>
Net sales. . . . . . . . . . . . . . . . . .  $291,689   100.0%  $308,592  100.0%  $237,333  100.0%
Gross profit . . . . . . . . . . . . . . . .    56,315    19.3     84,504   27.4     60,519   25.5
Selling, general and administrative expenses    35,825    12.3     32,035   10.4     25,001   10.5
Depreciation, depletion and amortization . .    16,816     5.8     12,851    4.2     11,098    4.7
(Gain) on disposal of assets . . . . . . . .    (2,021)    0.7          -      -          -      -
Restructuring costs. . . . . . . . . . . . .     2,199     0.8          -      -          -      -
Asset impairment charge. . . . . . . . . . .     8,447     2.9          -      -          -      -
Income (loss) from operations. . . . . . . .    (4,951)    1.7     39,618   12.8     24,420   10.3
Interest expense, net. . . . . . . . . . . .    19,964     6.8     16,042    5.2     14,351    6.0

</TABLE>


2000  COMPARED  TO  1999

     NET  SALES.  Net  sales  decreased  by  $16.9  million, or 5.5% from $308.6
million  in 1999 to $291.7 million in 2000.  This decline was primarily isolated
to  the  fourth quarter of the year.  Through the first nine months of the 2000,
the  Company's  net  sales  total of $230.1 million was slightly higher than the
total  of $228.6 through the same period of the prior year.  However, during the
fourth  quarter  of 2000 the Company's net sales declined by approximately $19.2
million,  as  processed aggregates, asphalt, and ready mix shipments declined by
16.0%,  45.5%,  and  18.2%,  respectively.  This decrease in sales was partially
caused  by  adverse  weather  conditions  affecting  the  Western operations, as
extremely  wet  weather,  combined with early snow falls in Utah, contributed to
the  significant decline in activity during the quarter.  Increased competition,
particularly  in  Las  Vegas,  and  unexpected  delays  in the ramp-up of TEA-21
spending further contributed to the decrease in asphalt, paving and construction
sales in 2000.  In the fourth quarter of 2000, the Company also felt the effects
of  the general slowing of the economy.  For the full year, processed aggregates
shipments  and pricing increased by 3.2% and 3.1%, respectively, resulting in an


                                       14
<PAGE>


increase  of processed aggregates sales of $10.9 million for the year.  However,
this  increase  was  more than offset by the declines in the asphalt, paving and
construction  business  in  2000,  which  experienced an $18.2 million, or 17.5%
decline in sales during the year.  Ready-mix volume decreased by 8.4%, resulting
in  a  $9.6  million  decline  in  sales of this product in 2000.  However, this
decline  was primarily related to the sale of the Company's ready-mix operations
in  Birmingham,  Alabama  in the first quarter of 2000.  Excluding the impact of
the  sold  businesses,  ready-mix  volumes  decreased  by  0.7%.

     GROSS PROFIT.  Gross profit decreased by $28.2 million, or 33.4% from $84.5
million  in  1999 to $56.3 million in 2000.  This represented a decline in gross
margin  from  27.4%  in  1999 to 19.3% in 2000.  Gross profit from the Company's
asphalt,  paving  and  construction  business  declined  $12.5 million, caused
primarily  by  the  increased competition in the marketplace and increased fuel,
energy  and liquid asphalt costs.  In total, the Company experienced an increase
in  the  cost  of fuel, energy, and liquid asphalt in 2000 of $9.6 million ($4.5
million  of which related to the aforementioned asphalt, paving and construction
business).  Heightened  production  costs  in  the  Company's  quarries  also
contributed  to  the  decline in gross profit during the year.  The Company also
recorded  a  charge  of  $2.3  million within cost of sales which related to the
write-off  of inventory related to the restructuring plan implemented during the
year.  These  inventories  were  abandoned as a result of the closure of several
facilities.  These  factors,  combined  with the decline in sales for 2000, were
the  primary  causes  of  the  decline  in  gross  profit  for  the  year.

     SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES.  Selling,  general  and
administrative  expenses  increased  $3.8 million, or 5.5% from $32.0 million in
1999  to $35.8 million in 2000.  This increase was primarily attributable to (i)
a  $1.2  million  increase  in  bad  debt  expense relating to collection issues
identified  in  2000, (ii) $0.9 million in expense for asbestos-related clean-up
costs  and litigation settlement, (iii) $0.4 million in data conversion costs in
connection  with  system  integration,  (iv)  an  increase  of  $0.6  million in
corporate  overhead  primarily  related to additional public company expenses as
the  Company  was public for a full year in 2000 and an increase of $0.4 million
in  professional  fees  related to the restatement of the 2000 quarterly results
and  (v)  an  increase  in  expenses  in  the regional operating units where the
Company  added  personnel  in  1999  and  2000  to meet the increased demand for
materials and services.  The increase in bad debt expense relating to collection
issues  identified  in  2000  was  the  outcome  of  a  detailed analysis of the
Company's accounts receivables at the end of the year. The amount of the general
reserve  was  influenced by forecasts that predicted an overall softening of the
economy  in  2001  and  therefore  the possibility that the Company's ability to
collect  its  receivables  could  be impaired versus its history.  Additionally,
specific  reserves  were  increased based upon increased agings and the judgment
that  certain  customers  were  unlikely  to be able to remit their amounts due.

     GAIN  ON  DISPOSAL  OF ASSETS.  The Company recorded a $2.0 million gain on
the  two  sales  of  the  Company's  ready-mix  operations  in  Alabama in 2000.

     RESTRUCTURING  CHARGES.  During  the  fourth  quarter  of 2000, the Company
began  execution  of  its  restructuring  plan,  which  was  comprised  of  four
components:  (i)  closing  an  asphalt  operation  in  Nevada; (ii) disposing of
certain operations in Idaho; (iii) consolidating certain operations in Utah; and
(iv)  reducing  corporate  overhead.  In conjunction with this plan, the Company
recorded  an  asset  write-down of $1.1 million related to the decision to close
certain  facilities.  In addition, the Company recorded $1.0 million of facility
closure  costs  and  $0.1  million  of  severance  costs  associated  with  the
restructuring plan, resulting in a total charge of approximately $2.2 million in
the  fourth  quarter of 2000.  All of these costs have been paid as of year end.
The  Company  determined  to  undertake  these  actions  in  order  to eliminate
unprofitable  operations  and  to  generate cash from the sale of assets and the
reduction  of  accounts receivable and inventory.  The Company determined to use
the  resulting  cash  to  repay  debt.

     ASSET  IMPAIRMENT  CHARGES.  During the fourth quarter of 2000, the Company
made  its decision to sell certain construction materials operations in Utah and
Idaho.  In  conjunction with this decision, the Company performed an analysis of
the  carrying  value  of  its related long-lived assets, and determined that the
carrying  value  exceeded  the  fair market value of the assets by approximately
$8.4 million.  The Company therefore recorded an impairment charge to write-down
these  assets  to their estimated fair market value during the fourth quarter of
2000.  These  assets  were  sold  subsequent  to  year-end.

     DEPRECIATION,  DEPLETION  and  AMORTIZATION.  Depreciation,  depletion  and
amortization  increased $3.9 million from $12.9 million in 1999 to $16.8 million
in  2000.  This increase was primarily due to the additional capital investments
made  by  the  Company  in  1999  and  2000.


                                       15
<PAGE>


     INCOME/(LOSS)  FROM  OPERATIONS.  The  Company  reported  a  net  loss from
operations  of $5.0 for the year ended December 31, 2000 compared with operating
income  of  $39.6 million reported for 1999.  However, this loss from operations
included  several  unusual charges incurred in 2000, primarily the restructuring
charge  of  $2.2  million,  the  asset  write-down  of  $8.4  million,  and  the
restructuring-related  inventory  write-off  of  $2.3  million  described above.

     INTEREST  EXPENSE,  NET.  Net  interest expense increased $3.9 million from
$16.0 million in 1999 to $19.9 million in 2000.  This increase was primarily due
to  an  increase  in  debt  levels,  as well as an increase in interest rates on
outstanding  borrowings  during  the  year.


1999  COMPARED  TO  1998

     NET  SALES.  Net  sales  for 1999 increased by $71.3 million, or 30.0% from
$237.3  million  in  1998 to $308.6 million in 1999.  This increase consisted of
$39.5  million  in  additional  net  sales  generated  from  the  1998  acquired
businesses,  and  an  increase  in  net sales from  existing businesses of $31.8
million.  The  increase  in  sales  from  existing  businesses was due to strong
demand  for  the  Company's aggregates and related products.  Total shipments of
aggregates  increased  to  19.1 million tons for 1999, from 15.8 million tons in
1998,  an  increase of 20.9%.  Revenues were further enhanced by 32.8% and 24.7%
increases  in  asphalt  and  ready-mix  volumes, respectively.  The Company also
experienced an increase in selling prices of approximately 4% for its aggregates
and  related  products.

     GROSS  PROFIT.  Gross profit for 1999 increased 39.6% to $84.5 million from
$60.5 million for 1998.  The increase consisted of $6.6 million additional gross
profit  from  its  1998 acquired businesses and an increase in gross profit from
its existing business of $17.4 million, a 34.6% increase.  The increase in gross
profit  at its existing business was attributable to higher volumes and improved
production  efficiencies.  Overall gross margins increased to 28.3% in 1999 from
26.5%  in  1998.  Gross  margins  from its existing business were 30.6% in 1999,
compared  to  26.5%  in  1998. Margins from existing businesses increased due to
higher  selling  prices  and  the  leverage  gained on fixed costs due to higher
sales.

     SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES.  Selling,  general  and
administrative  expenses  increased to $32.0 million for 1999 from $25.0 million
for  1998,  due  to  the inclusion of the 1998 acquired businesses and increased
selling and administrative costs at existing businesses.  As a percentage of net
sales,  selling, general and administrative expenses decreased to 10.7% for 1999
from  10.9%  for  1998, due to the leveraging of these costs over a larger sales
base.

     DEPRECIATION,  DEPLETION  AND  AMORTIZATION.  Depreciation,  depletion  and
amortization  increased  to  $12.9 million for 1999 from $11.1 million for 1998,
primarily  as  a  result  of  the  inclusion of the 1998 acquired businesses and
additional capital expenditures made in 1999.  As a percentage of net sales, its
depreciation,  depletion  and  amortization expenses decreased to 4.3% from 4.9%
for  the  same  periods  primarily  due  to the leveraging of these costs over a
larger  sales  base.

     INCOME  FROM OPERATIONS.  Income from operations in 1999 increased 62.2% to
$39.6  million  compared  to  $24.4  million  for  1998  because  of the factors
discussed  above.

     INTEREST EXPENSE, NET.  Net interest expense increased to $16.0 million for
1999  from $14.4 million for 1998 as a result of the inclusion of a full year of
interest  expense on the purchase of the 1998 acquired businesses in mid year of
1998  and  other  expansion and capital needs, offset by the debt reduction as a
result  of  the  1999  initial  public  offering.

LIQUIDITY  AND  CAPITAL  RESOURCES

     From  its  inception  in  1994, the Company has financed its operations and
growth  from  the  issuance of preferred and common stock, sales of assets, debt
and  operating  cash  flow.  It  has  also  used operating leases to finance the
acquisition  of  equipment  used  in the business.  In 2000, the Company began a
strategy  of  evaluating  and  selling  certain  assets  in order to improve the
Company's  liquidity.

     At  December  31,  2000,  the  Company has $213.5 million of long-term debt
outstanding.  This  debt  level  increased from $169.6 million outstanding as of
December  31,  1999.  The  debt is primarily used to finance working capital and


                                       16
<PAGE>


capital  expansion.  The  terms  of  the Company's debt agreements are discussed
further  below  and  in Note 9 to the consolidated financial statements included
herein. The Company leases aggregate production sites, facilities, and equipment
under  operating  leases  with  terms generally ranging from 5 to 40 years.  The
future  minimum commitment under these leases was $124.5 million in 2000, $104.7
million  in  1999  and  $67.9  million in 1998.  The total minimum rentals under
noncancelable  operating  leases  for  the  next  12  months  are $14.7 million.

     During  2000, the Company generated $2.8 million of cash from operations, a
$24.2 million reduction from the $27.0 million generated in 1999.  This decrease
was  primarily  due  to  the  decrease  in  operating income and the increase in
interest  expense incurred in 2000.  In 1998, the Company generated $3.2 million
of  cash  flow  from  operations, $23.8 million less than the total generated in
1999.  The  improvement  in  1999 over 1998 was primarily due to improvements in
earnings  and  a decrease in working capital requirements during the period.  As
of  December 31, 2000 and 1999, working capital, exclusive of current maturities
of  debt,  assets  held for sale and cash items, totaled $30.0 million and $40.8
million,  respectively.

     Net  cash  used  in  investing  activities for 2000 was $26.4 million.  The
Company  expended  $40.9  million  for  the  additions  to  property,  plant and
equipment, offset by proceeds of $14.5 million on the two sales of the Company's
ready-mix  operations  in  Alabama.  A  substantial  portion  of  the  capital
expenditures  related  to  the  completion  of  the  new facility at O'Neal, and
expanded  capacity  and material handling capability at Pride.  In addition, the
Company  made  extensive  improvements  related to the expansion of the Mountain
state  quarries,  including Point of the Mountain, Beck Street, Ekins, and Lehi.
Net  cash  used  in  investing  activities  was  $60.0 million in 1999.  Of this
amount, $63.1 million was for the additions to property, plant and equipment and
$0.3  million was used for acquisitions, offset by proceeds of $3.4 million from
the  sale  of  assets.  Net  cash  used  in investing activities in 1998 totaled
$100.9  million.  Of this amount, $83.9 million was used for acquisitions, $67.8
million of which was for the purchase of Monroc.  Additionally, $27.3 million of
the  1998  investing  expenditures  were for the purchase of property, plant and
equipment  offset  by  proceeds  of  $10.4  million  from  the  sale  of certain
properties, including a depleted sand and gravel deposit and an unused ready-mix
plant  site  at  Monroc.

     Cash  provided  by  financing  activities  was $24.1 million in 2000, $34.6
million  in  1999 and $100.0 million in 1998. During 2000, $28.2 million of cash
was  generated  from  additional borrowings offset by $2.3 million of additional
debt  issuance  costs  and  $1.8  million for dividends paid. During 1999, $65.7
million  of cash was generated from the sale of stock through the initial public
offering,  which  was  used  to reduce the Company's total debt. All of the cash
provided  by  financing  in  2000  and  1998 was from increased borrowings under
existing  or  restructured  debt  agreements.

     In  January  2000, the Company entered into a Third Amendment to its senior
secured  credit  facility,  which increased the revolving loan facility from $60
million  to  $90  million.

     In  November  2000,  the  Company  entered into a Fourth Amendment with the
existing  lenders  pursuant  to  its  senior  secured  credit facility effective
September  29,  2000.  The  agreement  amended,  amongst  other  things, (i) the
automatic and permanent reduction of the revolving facility to occur on December
31,  2001  and  June  30,  2002  for  the amount of $20 million and $10 million,
respectively,  (ii)  all  existing  financial  covenants,  (iii)  limitations on
capital expenditures and acquisitions, (iv) the use of proceeds from the sale of
assets,  and  (v)  limitations  on  the  Company's  ability  to  pay  dividends.

     The  Company  also similarly amended its agreements with the holders of its
existing  senior  subordinated  notes  to  parallel  the covenants in the Fourth
Amendment  to  the  Bank  of  America  credit  facilities.


                                       17
<PAGE>



     The  Company was in compliance with all existing debt covenants at December
31, 1998 and 1999.  As a result of the Company's poor financial results in 2000,
the Company was in default of several financial covenants pursuant to the Fourth
Amendment  to the senior credit facility and Amendment No. 3 to its Subordinated
Note  Agreement at December 31, 2000.  These financial covenants include minimum
Interest  Coverage  Ratios,  minimum  Fixed  Charge  Coverage Ratios and maximum
Leverage  Ratios.  The  following  table includes the required and actual ratios
for  the  twelve-month  period  ended  Deceber  31,  2000:


                       Requirements pursuant  Requirements pursuant
                          to Senior Credit    to Subordinated  Note
Ratio                          Agreement            Agreement       Actual
                       ---------------------  --------------------- ------
Minimum
Interest Coverage               1.75                  1.60             1.02
Minimum
Fixed Charge Coverage            .80                   .65              .42
Maximum
Leverage                        5.75                  6.50            10.43


The  Company  subsequently  entered into amendments (Fifth and Sixth Amendments)
with  its  senior  secured  lenders  which waive all existing covenant defaults,
adjust  future financial covenants, defer certain principal payments until March
31,  2002, modify the debt repayment schedule, establish a borrowing base on the
revolver, provide the Company with additional liquidity from the sale of certain
assets,  establish  monthly  interest  payment  schedules, provide for increased
interest rates to Alternate Base Rate plus 5.00% or Eurodollar Rate plus 6.00% ,
of  which  2.00%  is  capitalized  and added to principal for the period through
March 31, 2002.  The Sixth Amendment also provides for a fee of $1.25 million if
the  senior  credit  facility  is  not  paid  in  full  by  March  31,  2002.


     The  Company  also  entered  into  an  amendment with its subordinated note
holder  to  waive  existing covenant defaults and to accept deferral of interest
payments  through  May  22,  2002  in  exchange for a 2.00% increase in interest
rates, a deferred fee of $900,000 and warrants for 671,582 shares with a nominal
exercise  price.

     In connection with the amendments of the senior secured credit facility and
the  subordinated  notes,  GTCR  Fund IV has committed to loan to the Company $2
million  as  junior subordinated debt at an interest rate of 18.00%.  The junior
subordinated debt does not mature until 120 days after senior secured facilities
and  subordinated  notes are paid in full.  GTCR Fund IV will receive a deferred
fee of $450,000 and warrants for 435,469 shares with a nominal exercise price in
exchange  for  its agreement to provide the Company with the junior subordinated
debt.

     On December 22, 2000, the Company entered into a derivative in order to fix
interest rate risks on $37 million of its senior credit facility borrowings.  An
interest rate swap contract, which will expire in two years, hedges the exposure
related  to interest rate risk.  As of December 31, 2000, the difference between
the  contract  amounts  and  fair  value  was  immaterial.

     The Company believes that its internally generated cash flow (including the
sales of assets) and access to existing credit facilities are sufficient to meet
liquidity  requirements  necessary  to fund operations, capital requirements and
debt  service.  To  the  extent  these sources of liquidity are not available or
fall short of expectations, the Company may need to obtain additional sources of
financing.  There  can be no assurance that such financing will be available or,
if  available,  on  terms favorable to the Company.  If the Company is unable to
obtain  such  additional  financing, there could be a material adverse effect on
the  Company's  business,  financial  condition  and  results  of  operation.

EFFECT  OF  INFLATION

     Management  believes  that  inflation has not had a material effect on U.S.
Aggregates.

RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS

     In  April  1998,  the  American  Institute  of Certified Public Accountants
issued Statement of Position 98-5, Reporting on the Costs of Start-Up Activities
("SOP  98-5").  Effective  January  1,  1999,  SOP  98-5 requires that all costs


                                       18
<PAGE>


related  to  start-up activities, including organizational costs, be expensed as
incurred.  The  cumulative  effect  of the adoption of SOP 98-5 impacted its net
earnings  by $84, which has been recorded as a nonoperating expense in the first
quarter  of  1999.

     In  June  1998,  the  Financial  Accounting  Standards  Board (FASB) issued
Statement  of  Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities.  In June 1999, the FASB issued SFAS No, 137,
Accounting  for  Derivatives  and Hedging Activities - Deferral of the Effective
Date  of  SFAS  No. 133.  In June 2000, the FASB issued SFAS No, 138, Accounting
for  Certain  Derivatives  and  Certain Hedging Activities, an amendment of FASB
Statement  No.  133.  Statement  133,  as  amended,  establishes  accounting and
reporting  standards  requiring  that  every  derivative  instrument  (including
certain  derivative  instruments embedded in other contracts) be recorded in the
balance  sheet  as either an asset or liability measured at its fair value.  The
Statement  requires  that  changes  in the derivative instrument's fair value be
recognized  currently  in earnings unless specific hedge accounting criteria are
met.  Special  accounting for qualifying hedges allows a derivative instrument's
gains  and  losses  to  offset  related results on the hedged item in the income
statement,  to  the  extent effective, and requires that a company must formally
document,  designate,  and assess the effectiveness of transactions that receive
hedge  accounting.  The  Company  has adopted Statement 133 effective January 1,
2001.  The  Company  has  applied Statement 133 to only those hybrid instruments
that  were  issued, acquired, or substantively modified after December 31, 1998.
On  December  22,  2000,  the  Company entered into a derivative in order to fix
interest rate risks on $37 million of its senior credit facility borrowings.  An
interest rate swap contract, which will expire in two years, hedges the exposure
related  to interest rate risk.  This instrument will be accounted for under the
provisions  of  this  statement  in  2001.  If statement 133 had been applied at
December  31,  2000,  the  change  in  fair  value  would  be  immaterial.

     In  March 2000, the FASB issued FASB Interpretation No. 44, "Accounting for
Certain  Transactions  Involving  Stock  Compensation - an interpretation of APB
Opinion  No.  25" (FIN 44).  FIN 44 clarifies the application of APB Opinion No.
25,  and  among  other  issues  clarifies  the  following:  the definition of an
employee  for  purposes  of  applying  APB  Opinion  No.  25;  the  criteria for
determining  whether  a plan qualifies as a noncompensatory plan; the accounting
consequence  of  various  modifications  to  the terms of previously fixed stock
options  or  awards;  and  the  accounting for an exchange of stock compensation
awards in a business combination.  FIN 44 is effective July 1, 2000, but certain
conclusions  in FIN 44 cover specific events that occurred after either December
15,  1998  or  January 12, 2000.  The adoption of FIN 44 did not have a material
impact  on  the  Company's  consolidated  financial  statements.

     The  Emerging  Issues  Task Force issued No. 00-10, Accounting for Shipping
and  Handing Fees and Costs ("EITF 00-10), which requires that amounts billed to
customers related to shipping and handling be classified as revenue and that the
related costs should be included in costs of goods sold.  The Company previously
reported  a  portion  or  its shipping revenue as a reduction of shipping costs.
The  Company  adopted EITF 00-10 in the fourth quarter of 2000 and has reflected
the  impact  of  this  pronouncement in the financial statements for all periods
presented herein.  The Company reports freight and delivery charges as sales and
the  related  cost of freight and delivery is reported as cost of products sold.
Gross  profit  has not changed from amounts that have been reported prior to the
adoption  of  EITF  00-10.  The  adoption of this resulted in addition sales and
costs  of  products  sold  of  $12,833 in 2000, $10,411 in 1999, $8,595 in 1998,
$3,672  in  1997,  and  $1,668  in  1996.

FORWARD  LOOKING  STATEMENTS

     Certain matters discussed in this report contain forward-looking statements
and  information based on management's belief as well as assumptions made by and
information  currently  available to management.  Such statements are subject to
risks,  uncertainties  and  assumptions  including,  among other matters, future
growth  in  the  construction  industry; the ability of U.S. Aggregates, Inc. to
complete  and  effectively  integrate its acquired companies operations; to fund
its  liquidity  needs;  and  general  risks related to the markets in which U.S.
Aggregates,  Inc.  operates.  Should  one or more of these risks materialize, or
should  underlying  assumptions  prove  incorrect,  actual  results  may  differ
materially  from  those  projected.  Additional information regarding these risk
factors  and  other uncertainties may be found in the Company's filings with the
Securities  and  Exchange  Commission.


ITEM  7A.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     The  Company  is  exposed to certain market risks arising from transactions
that  are  entered  into  in  the  normal  course  of  business.


                                       19
<PAGE>


     All  of  the Company's borrowings under its floating rate credit facilities
are  subject  to  interest rate risk.  Borrowings under its syndicated revolving
credit  facility  bear interest, at its option, at either the Eurodollar rate or
the  ABR  rate,  plus  margin.  Each  1.0% increase in the interest rates on the
total  of  its  floating rate debt would impact pretax earnings by approximately
$1.5  million.


ITEM  8.     FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

     Reference  is  made  to  the  financial statements listed under the heading
"(a)(1)  Consolidated  Financial  Statements" of Item 14 hereof, which financial
statements  are  incorporated  herein  by  reference in response to this Item 8.


ITEM  9.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     None


                                       20
<PAGE>


                                    PART III
                                    --------


ITEM 10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT;  COMPLIANCE
          WITH SECTION  16(A)  OF  THE  EXCHANGE  ACT

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  following table sets forth certain information regarding the Company's
directors  and  nominees.

<TABLE>
<CAPTION>
Name                                        Age  Position                                 Director Since
------------------------------------------  ---  ---------------------------------------  --------------
<S>                                         <C>  <C>                                      <C>
Class II Nominees to be Elected at the Annual Meeting at the 2001 Annual Meeting
----------------------------------------------------------------------------------------
Morris L. Bishop, Jr.. . . . . . . . . . .   56  President, Chief Operating Officer and         1999 (1)
                                                 Director

Bruce V. Rauner. . . . . . . . . . . . . .   45  Director                                       1994

Daniel W. Yih. . . . . . . . . . . . . . .   42  Vice President, Chief Financial Officer,       2001 (2)
                                                 Treasurer and Director


Class III Director Whose Terms Expire At The 2002 Annual Meeting
----------------------------------------------------------------------------------------

Franz L. Cristiani . . . . . . . . . . . .   59  Director                                       2000 (3)

David A. Donnini . . . . . . . . . . . . .   35  Director                                       1994

James A. Harris. . . . . . . . . . . . . .   67  Chief Executive Officer and Chairman of        1994
                                                 the Board


Class I Directors Whose Terms Expire at the 2003 Annual Meeting
----------------------------------------------------------------------------------------

Edward A. Dougherty. . . . . . . . . . . .   43  Director                                       1997

Michael J. Stone . . . . . . . . . . . . .   57  Executive Vice President                       1994

Raymond R. Wingard . . . . . . . . . . . .   70  Director                                       1999 (4)
<FN>
___________________________________
(1)  Appointed  by  the Board of Directors as a Class II director on May 1, 1999
(2)  Appointed  by the Board of Directors as a Class II director on February 15,
     2001.
(3)  Appointed  by the Board of Directors as a Class III director on February 4,
     2000.
(4)  Appointed  by  the  Board of Directors as a Class I director on December 9,
     1999.
</TABLE>

     Each  of  the  nominees,  current  directors  and executive officers of the
Company has been engaged in the principal occupations set forth below during the
past  five  years:

     Morris  L.  Bishop,  Jr.  Mr. Bishop has been President and Chief Operating
Officer  of the Company since May 1997.  From 1994 to 1997 he was Vice President
of  the  Company.  Prior  thereto  he  was  Vice  President  of  Hoover,  Inc.
(aggregates,  concrete  and  asphalt)

     Bruce  V.  Rauner.  Mr.  Rauner  is  the  Managing Principal of GTCR Golder
Rauner,  LLC, a private equity investment company in Chicago, Illinois formed in
May  1998  as  a successor to Golder, Thoma, Cressey, Rauner, Inc., where he has
been  a  Principal  since  1981.  Mr.  Rauner  is also a director of AnswerThink
Consulting  Group,  Inc.  (business  technology  services),  Polymer Group, Inc.
(engineered  materials  and  products)  and  Dynacare, Inc. (clinical laboratory
testing  services).

     Daniel  W.  Yih.  Mr. Yih has been a director and acting CFO of the Company
since  February  2001.  Mr.  Yih  is  a  Principal and Portfolio Manager at GTCR
Golder  Rauner,  LLC,  a  private equity investment company in Chicago, Illinois
formed  in  May  1998 as a successor to Golder, Thoma, Cressey, Rauner, Inc. Mr.
Yih  is  also  a  director  of  LeapSource  (financial  services),  Esquire
Communications  (deposition reporting) and Starwood Hotels and Resorts (hotels),
where he is Chairman of the Audit Committee.  Prior to joining GTCR, Mr. Yih was
a  general  partner  at  Chilmark  Fund  II  from  1995  to  2000.


                                       21
<PAGE>


     Franz  L. Cristiani.  Mr. Cristiani is a retired partner of Arthur Andersen
LLP.  Mr. Cristiani retired in August 1999.  Mr. Cristiani is also a director of
MTI  Technology,  Inc.  (diagnostic,  test  and  measurement  products).

     David A. Donnini.  Mr. Donnini is a Principal of GTCR Golder Rauner, LLC, a
private  equity  investment company in Chicago, Illinois formed in May 1998 as a
successor to Golder, Thoma, Cressey, Rauner, Inc., where he has been a Principal
since  1993.  Mr.  Donnini  is  a  director  of  Polymer Group, Inc. (engineered
materials  and  products).

     James  A. Harris.  Mr. Harris has been Chief Executive Officer and Chairman
of the Board since January 1994.  Prior thereto he was Vice President of Koppers
Company,  Inc.  (construction  materials).

     Edward A. Dougherty.  Mr. Dougherty has provided consulting services to the
Company  since  its  founding  in January 1994.  Mr. Dougherty is an independent
financial  advisor.

     Michael J. Stone.  Mr. Stone has been Executive Vice President and Director
of  the  Company  since  January  1994.  As  of  April 18, 2000 Mr. Stone was on
administrative  leave  with  the Company.  Prior to February 2001, Mr. Stone was
the  Chief  Financial  Officer,  Treasurer  and  Secretary  of  the  Company.

     Raymond  R. Wingard.  Mr. Wingard is President of Wingard Enterprises, Inc.
(consulting services and funding to early stage business ventures).  Mr. Wingard
is  also  Chairman  of  the  Board  of  Cardiac  Telecom  Corp.  (telemedicine
technology).  Mr.  Wingard  is a retired vice president of Koppers Company, Inc.
(construction  materials).

     Hobart  Richey.  Secretary  and  General  Counsel.  Mr.  Richey  is  an
attorney-at-law  and  has  been  General  Counsel  of the Company since 1994 and
Secretary  since  February  2001.  Mr.  Richey  is  73  years  of  age.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors,  executive  officers,  and persons who own more than ten percent of a
registered  class  of  the  Company's  equity  securities,  to  file  reports of
ownership  and changes in ownership with the Securities and Exchange Commission.
Executive  officers,  directors,  and  greater than ten percent shareholders are
required  by  SEC  regulation  to furnish the Company with copies of all Section
16(a)  forms  they  file.

     Based  solely  on  its  review  of  the  copies  of  such forms and related
amendments  received  by  the  Company,  or written representations from certain
reporting  persons  that no Forms 5 were required for those persons, the Company
believes  that  all  filings  were  made  on  a  timely  basis.


ITEM  11.     EXECUTIVE  COMPENSATION

     The  Summary  Compensation Table shows certain compensation information for
each  person who served as Chief Executive Officer during the year and the other
most highly compensated executive officers whose aggregate compensation exceeded
$100,000  for  services  rendered  in  all  capacities  during  fiscal year 2000
(collectively referred to as the "Named Executive Officers").  Compensation data
is  shown  for  the  fiscal  years ended December 31, 2000, 1999 and 1998.  This
information includes the dollar value of base salaries, bonus awards, the number
of  stock  options granted, and certain other compensation, if any, whether paid
or  deferred.


                                       22
<PAGE>
<TABLE>
<CAPTION>
                                      SUMMARY COMPENSATION TABLE

                                                                LONG-TERM
                                          ANNUAL              COMPENSATION
                                       COMPENSATION              AWARDS
                                       ------------              ------

      Name and                                                                         All Other
  Principal Position      Year     Salary($)   Bonus($)(a)  Stock Options (#)(b)   Compensation($)(c)
----------------------    ----     ---------   -----------  --------------------   ------------------
<S>                       <C>      <C>         <C>          <C>                    <C>
James A. Harris. . . .    2000      300,000           -                     -                   -
  Chief Executive         1999      300,000     200,000                20,000               2,625
  Officer and             1998      258,333           -                     -               2,500
  Chairman of the
  Board
Morris L. Bishop, Jr..    2000      250,000           -                     -                   -
  President and Chief     1999      250,000     125,000                35,000               2,625
  Operating Officer       1998      220,833           -                     -               2,500
  and Director
Michael J. Stone . . .    2000      250,000           -                     -                   -
  Executive Vice          1999      250,000     200,000                20,000               2,625
  President-              1998      208,333           -                     -               2,500
  Development, Chief
  Financial Officer,
  Treasurer, Secretary
  and Director
<FN>
_______________________
(a)  In  May  1999, in recognition of the successful completion of the Company's
     southeast  expansion  program,  Mr. Harris was awarded a bonus of $200,000,
     Mr.  Bishop  was  awarded  a  bonus of $125,000 and Mr. Stone was awarded a
     bonus  Of  $200,000.
(b)  Options  granted  are  for  the  Company's  common  stock.
(c)  Amounts  reported  under  "All  Other  Compensation"  consist  of  matching
     contributions  made  on  behalf  of  the  employee  to the Company's 401(k)
     Retirement  Plan  for  1999  and  1998.
</TABLE>

COMPENSATION OF DIRECTORS

     Each  director  who  is  not  an employee of the Company receives an annual
retainer  fee,  which  is currently $12,000, plus $3,000 for each meeting day of
the  Board.  Directors'  fees paid or accrued by the Company during 2000 totaled
$143,000.  Additionally,  during  2000  the  Company's  non-employee  directors
received  a  nonqualified  option grant to purchase 3,000 shares of Common Stock
under  the  Company's 1999 Long Term Incentive Plan.  Employee directors receive
no  additional  compensation  for  serving  as  a  director.

MANAGEMENT  EMPLOYMENT  AGREEMENTS

     On  August  18,  1999,  the Company entered into employment agreements with
James  A.  Harris, its Chief Executive Officer and Chairman of the Board, Morris
L. Bishop, Jr., its President and Chief Operating Officer, and Michael J. Stone,
its  Executive Vice President, who is currently on administrative leave with the
Company.  Pursuant  to  the  agreements,  Messrs.  Harris,  Bishop and Stone are
currently  entitled to receive base salaries of $300,000, $250,000 and $250,000,
respectively,  and  bonuses,  as  determined  from  time to time by the Board of
Directors.  The agreements are each for a term ending December 31, 2002.  If the
executive's  employment  is  terminated  without  cause,  he  is  entitled  to a
severance  payment  equal to his annual base salary plus the amount of any bonus
received  for  the  year  prior to such termination per year for a period of two
years  following  the  date  of  such  termination.

     On  October  28,  1999  the  Company  entered into an agreement with Hobart
Richey,  the  Company's  General  Counsel  and  Secretary, pursuant to which Mr.
Richey  agreed  to  provide  certain  legal services to the Company for a period
ending December 31, 2002.  Pursuant to the agreement Mr. Richey received $20,000
per  month.  The  Company is obligated to continue the payments in the event Mr.
Richey  dies or becomes disabled or in the event he is terminated for other than
cause.


                                       23
<PAGE>


401(K)  PLAN

     The  Company  maintains  a  savings plan qualified under Section 401(a) and
401(k)  of  the Internal Revenue Code.  Generally, all full-time employees other
than certain union employees are eligible to participate in the plan.  Employees
electing to participate in the plan are fully vested in their contributions.  In
addition,  the  Company may make discretionary contributions under the plan each
year.  Participating  employees  increase  their  vested  interest  in  the
discretionary contributions based upon years of employment in which a minimum of
1,000  hours  are  worked,  and  they become fully vested after five years.  The
maximum  contribution  for  any  participant  for any year is the maximum amount
permitted  under  the  Internal  Revenue  Code.

1999  LONG  TERM  INCENTIVE  PLAN

     The  Company's  1999  Long  Term  Incentive  Plan  (the  "Plan"), which was
approved  by  the  Shareholders  in  August  1999,  provides for the granting of
incentive  and  nonqualified  stock  options,  stock appreciation rights, either
alone  or  in  tandem with options, restricted stock, performance awards, or any
combination  of the foregoing.  The purposes of the Plan are to promote the long
term  growth  and  profitability  of the Company by providing certain directors,
officers  and  key  employees  of, and certain other key individuals who perform
services  for,  the  Company  and  its  subsidiaries with incentives to maximize
stockholder  value and otherwise contribute to the Company's success, as well as
to  attract  people  of  experience  and  ability  to  the Company.  The Plan is
intended  to comply with Rule 16b-3 of the Securities Exchange Act of 1934.  The
Plan  covers an aggregate of 700,840 shares of Common Stock of which 273,336 had
been  granted  and  outstanding  as  of  December  31,  2000.

     The Plan provides for the granting of two types of stock options: incentive
stock  options  (ISOs) and Nonqualified Stock Options (NSOs).  The ISOs (but not
the  NSOs)  are  intended  to qualify as "incentive stock options" as defined in
Section  422  of  the  Internal  Revenue  Code  of  1986,  as  amended.

     Options  may be granted under the Plan to directors (including non-employee
directors),  officers and key employees of, and other key individuals performing
services  for,  the  Company  and  its subsidiaries selected by the Compensation
Committee of the Board of Directors; provided, however, that ISOs may be granted
only  to eligible employees of the Company and its subsidiaries.  As of December
31,  2000, approximately 54 employees, directors and consultants participated in
the  Plan.

     The  Compensation Committee of the Board of Directors administers the Plan.
The Committee has the power, subject to the provisions of the Plan, to determine
the  persons  to  whom and the dates on which grants will be made, the number of
shares  to  be  subject to each grant, the time or times during the term of each
grant  within  which  all  or  a portion of such grant may be exercised, and the
other  terms  of  the  grants.

     The  maximum term of each option is ten years.  ISOs granted under the Plan
generally  vest  in  thirds over a three-year period following the date of grant
for  employees  of  the  Company.  NSOs  granted  under  the  Plan  generally
vest  annually  over  a  three-year  period  following  the  date  of  grant and
immediately  upon  grant date for outside directors.  Upon termination for cause
or  at  will,  the  unvested  portion  of  the  options  will  be  forfeited.

     The  exercise  price  of  all ISOs granted under the Option Plan must be at
least  equal  to  the  fair  market value of the underlying stock on the date of
grant.  The  exercise price of NSOs granted under the Option Plan is not subject
to any limitation based on the then current market value of the Company's Common
Stock.

     The  Plan also provides for awards of restricted stock.  A restricted stock
award is an award of shares of common stock which are subject to restrictions on
transfer  for a period specified by the Compensation Committee.  The holder must
pay  at least par value ($0.01 per shares) for all restricted stock granted.  In
the  event  the  holder  of  restricted stock issued under the Plan ceases to be
employed by (or to act as a director or consultant to) the Company prior the end
of  the  restricted  period,  all  shares  still  subject  to restriction may be
purchased  by  the  Company  for  the  price  paid  by the holder.  No awards of
restricted  stock  were  made  under  the  Plan  in  2000.

     The Plan also provides for awards of stock appreciation rights either alone
or in tandem with options.  A SAR entitles the holder, upon exercise, to receive
a  distribution  in  an  amount  equal to the difference between the fair market
value  of a share of common stock of the Company on the date of exercise and the
exercise  price  of  the  SAR,  or  in  the  case of SARs granted in tandem with
options,  the  exercise  price  of  any  option  to  which  the  SAR is related,
multiplied  by  the  number  of  shares  as  to which the SAR is exercised.  The
Compensation  Committee  is authorized to decide whether such distribution shall
be  in  cash  or  in  the  Company's  securities.  All  SARs  will  be exercised


                                       24
<PAGE>


automatically  on  the last day prior to the expiration date as long as the fair
market value of a share of the Company's common stock exceeds the exercise price
of  the  SAR.  No  awards  of  SARs  were  made  under  the  Plan  in  2000.

     The  Plan  also  provides  for  awards  of performance shares.  Performance
shares  are shares of the Company's common stock based on the achievement by the
grantees of certain performance goals established by the Compensation Committee.
A  participant  must be a director, officer or employee of, or otherwise perform
services for the Company or its subsidiaries at the end of the performance cycle
in  order  to  be  entitled to a payment of a performance award.  No performance
awards  were  made  under  the  Plan  in  2000.

     No  consideration  is  received  by  the  Company  for granting any option,
restricted  stock or SAR under the Plan.  An optionee may pay the exercise price
of  an  option in cash, by check, by surrender of shares of the Company's common
stock, by payment in accordance with a permitted cashless exercise program or by
any  other  forms  of  consideration  approved  by  the  Compensation Committee.

OPTION  GRANTS  IN  LAST  FISCAL  YEAR

     No  options  were  granted  during the last fiscal year to any of the named
executive  officers  of the Company.  Options to purchase 3,000 shares of common
stock  were  granted  under  the  plan  to  a  director  in  2000.

COMPENSATION  COMMITTEE  INTERLOCKS  AND  INSIDER  PARTICIPATION

     The  members  of  the Company's Compensation Committee are Messrs. Donnini,
Rauner,  Wingard  and Cristiani.  Mr. Pullin retired as a director and member of
the  Compensation  Committee on October 30, 2000.  No interlocking relationships
exist between the Company's Board of Directors or Compensation Committee and the
board  of  directors or compensation committee of any other company, nor has any
interlocking  relationship  existed  in  the  past.


ITEM  12.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

     The  following tables, based in part upon information supplied by officers,
directors  and  principal  shareholders, set forth certain information regarding
the  ownership  of  the  Company's  Common Stock as of March 20, 2001 by (i) all
those  known by the Company to be beneficial owners of more than 5% of any class
of  the  Company's voting securities; (ii) each director and nominee; (iii) each
named  executive  officer;  and (iv) all executive officers and directors of the
Company  as  a  group.  Unless otherwise indicated, each of the shareholders has
sole  voting and investment power with respect to the shares beneficially owned,
subject  to  community  property  laws  where  applicable.

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS(A)

<TABLE>
<CAPTION>
                                                 AMOUNT OF DIRECT      PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER           BENEFICIAL OWNERSHIP  OF CLASS (b)
---------------------------------------------  --------------------  ------------
<S>                                            <C>                   <C>
Golder, Thoma, Cressey, Rauner Fund IV, L.P..         7,824,997          52.5%
  6100 Sears Tower
  Chicago, Illinois 60606

Goldman Sachs Asset Management. . . . . . . .         1,218,600           8.2%
  1 New York Plaza
  New York,  New York  10004

T. Rowe Price Associates, Inc. (c). . . . . .         1,070,400           7.2%
  100 E. Pratt Street
  Baltimore, Maryland 21202

Liberty Wagner Asset Management, L.P. . . . .         1,042,700           7.0%
  227 West Monroe Street, Suite 3000
  Chicago, Illinois 60606
<FN>
______________________


                                       25
<PAGE>


(a) Security  ownership  information  for  beneficial  owners  is taken from
    statements  filed  with  the  Securities  and  Exchange  Commission pursuant
    to Sections 13(d),13(g) and 16(a) and information made known to the company.
(b) Calculation  based  on  14,900,593 shares of Common Stock outstanding as of
    March  21,  2001.
(c) These  securities  are  owned  by  various individuals and institutional
    investors which T. Rowe Price Associates, Inc. serves as investment adviser
    with power  to  direct investments and/or sole power to vote the securities.
    For purposes of the reporting requirements of the Securities Exchange Act of
    1934, T.  Rowe  Price  Associates,  Inc. is  deemed  to  be a beneficial
    owner of such securities; however, T. Rowe Price Associates,  expressly
    disclaims that it is, in fact, the beneficial owners of such  securities.
</TABLE>

SECURITY  OWNERSHIP  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

<TABLE>
<CAPTION>
                           AMOUNT AND NATURE
NAME OF                      OF BENEFICIAL        PERCENT
BENEFICIAL OWNER           OWNERSHIP (a) (b)    OF CLASS(c)
-------------------------  ------------------  -------------
<S>                        <C>                 <C>
  Morris L. Bishop, Jr. .             135,560         *
  Franz L. Cristiani. . .               3,000         *
  David A. Donnini. . . .           7,827,997(e)     52.5%
  Edward A. Dougherty . .              23,424(f)      *
  James A. Harris . . . .             450,013(g)      3.0%
  Charles R. Pullin . . .              17,837(d)      *
  Bruce V. Rauner . . . .           7,827,997(e)     52.5%
  Hobart Richey . . . . .              36,116(h)      *
  Michael J. Stone. . . .             309,051(i)      2.1%
  Raymond R. Wingard. . .               3,500         *
  Daniel W. Yih . . . . .           7,824,997(j)     52.5%
  All Directors and . . .           8,806,498        59.1%
  Executive Officers as a
  Group
<FN>
____________________
*   Does  not  exceed  1%  of  the  referenced  class  of  securities.

(a) Ownership  is  direct  unless  indicated  otherwise.
(b) Includes  shares  beneficially  owned  and shares which may be acquired
    within 60  days  from  March  21,  2001.
(c) Calculation based on 14,900,593 shares of Common Stock outstanding as of
    March  21,  2001.
(d) Mr. Pullin  retired  from the Board of Directors effective October 30, 2000.
(e) Includes  3,000  shares  issuable upon the exercise of stock options and
    7,824,997 shares held by Golder, Thoma, Cressey, Rauner Fund IV, L.P. to
    which Messrs.  Donnini  and  Rauner  disclaim any  beneficial  interest.
(f) Includes  20,424  shares  owned  by The Edward A. Dougherty and Linda F.
    Dougherty  1998  Family  Trust.
(g) Includes  199,010  shares  owned by the James A. Harris Grantor Retained
    Annuity  Trust and 49,737 shares owned by the James A. Harris Charitable
    Remainder  Unitrust.
(h) Owned  by  Jeanne  T.  Richey.
(i) Owned  by  The  Michael  J.  Stone  and Ashia H. Stone Revocable Inter Vivos
    Trust.
(j) 7,824,997 shares held by Golder, Thoma, Cressey, Rauner Fund IV, L.P. to
    which  Daniel  W.  Yih  disclaims  any  beneficial  interest.
</TABLE>

ITEM  13.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

CERTAIN  LOANS  TO  EXECUTIVES

     As  of  March  20,  2001,  the  Company  has outstanding principal loans of
approximately  $146,000 to James A. Harris, Chief Executive Officer and Chairman
of  the  Board,  $100,000  to  Michael  J.  Stone,  Executive Vice President (on
administrative  leave)  and  a  Director,  $247,000  to  Morris  L. Bishop, Jr.,
President  and  Chief  Operating  Officer and a Director, pursuant to promissory
notes  to  finance  their  purchase  of  the  Company's securities.  Each of the
recourse  notes is secured by a pledge of the securities purchased with the note
pursuant  to  a pledge agreement between the Company and each of Messrs. Harris,
Stone  and  Bishop.  The  notes  bear  interest  at  a  rate  per  annum


                                       26
<PAGE>


equal to 8%.  The principal amount of the notes and all interest accrued thereon
mature  in  part  on various dates beginning in October 2001, with the remainder
maturing  in  October  2005.  The notes may be prepaid in full or in part at any
time.

Registration  Agreement

     The  Company, Golder, Thoma, Cressey, Rauner Fund IV, L.P., James A. Harris
Grantor  Retained  Annuity  Trust,  The  James  A.  Harris  Charitable Remainder
Unitrust,  a trust for the benefit of Mr. Stone and his wife for which they also
serve  as  trustees, Mrs. Jeanne T. Richey and Messrs. Harris, Bishop, Dougherty
and  Pullin  are  parties  to  a  registration  agreement.  Pursuant  to  the
registration  agreement, the holders of a majority of the Company's common stock
issued  pursuant  to  an  equity  purchase  agreement,  or issued or issuable in
respect of the securities may request, after the offering of common stock, up to
three  registrations of all or any part of their common stock on Form S-1 or any
similar  long-form  registration statement, if available, an unlimited number of
registrations  on  Form  S-2  or  S-3  or  any  similar  short-form registration
statement,  each  at  the  Company's  expense.  In  the  event  the holders of a
majority  of  common  stock  make  such  a  request,  all  other  parties to the
registration agreement will be entitled to participate in the registration.  The
registration  agreement  also  grants  the parties piggyback registration rights
with  respect  to  registrations  by the Company of its securities.  The Company
pays  all  expenses  related  to  these  piggyback  registrations.

Financial  Advisory  Arrangements

     Pursuant to financial advisory agreements between the Company and Edward A.
Dougherty,  a  Director,  Mr.  Dougherty has served as an advisor to the Company
with  respect  to  strategic  financial planning from time to time in connection
with  its  acquisition  program  and  securing and completing specific financing
arrangements.  The  Company  paid  Mr.  Dougherty a total of $60,000 in 2000 for
financial  advisory  services  rendered  to  the  Company  by  Dougherty.

Certain  Family  Relationships

     David  Harris,  the  son  of  James  A.  Harris, is a full-time employee of
Southern  Ready  Mix,  Inc.,  a  subsidiary.  David  Harris receives a salary of
approximately $95,000 for performing services as an employee.  Brett Harris is a
full-time  employee  of  Southern  Ready Mix, Inc., a subsidiary, and receives a
salary of $47,500.  Christopher M. Bishop, the son of Morris L. Bishop, Jr., and
Timothy K. Bishop, the brother of Morris L. Bishop, Jr., are full-time employees
of  Southern  Ready  Mix,  Inc.,  a  subsidiary.  Each  receives  a  salary  of
approximately  $60,000  for  services performed as an employee.  Ashia H. Stone,
the  wife  of Michael J. Stone acted as one of the Company's financial advisors.
The  Company  paid  Ms. Stone a total of $124,800 in 2000 for financial advisory
services  provided  to  it.

Other  Relationships

     Morris  L.  Bishop,  Jr.  has  a minority interest in Dekalb Stone, Inc., a
corporation  in  which  the  Company  is  the  majority  shareholder.


                                       27
<PAGE>


                                     PART IV
                                     -------


ITEM  14.     EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES AND REPORTS ON FORM 8-K

(a)(1)  Consolidated  Financial  Statements

     The  following  consolidated  financial statements of U.S. Aggregates, Inc.
and  the  Report  of  Independent Auditors thereon are included in Item 8 above:


     Report of Independent Public Accountants                                F-2
     Consolidated Balance Sheets as of December 31, 2000 and 1999            F-3
     Consolidated  Statements  of  Operations  for  the  Years  Ended
        December 31, 2000, 1999 and 1998                                     F-4
     Consolidated  Statements  of  Shareholders'  Equity  for  the  Years
        Ended December 31, 2000, 1999 and 1998                               F-5
     Consolidated  Statements  of  Cash  Flows  for  the  Years  Ended
        December 31, 2000, 1999 and 1998                                     F-6
     Notes to Consolidated Financial Statements                              F-7


(a)(2)  Financial  Statement  Schedules

     All  financial  statement  schedules  required  by  Item 14(a)(2) have been
omitted  because  they  are inapplicable or because the required information has
been  included  in  the  Consolidated  Financial  Statements  or  Notes thereto.


(a)(3)  Exhibits


Exhibit  No.   Description
------------   -----------

3.1*           Form  of  Restated  Certificate  of  Incorporation of the Company
               (Amendment  No.  1  to  Form  S-1  (Reg.  No. 333-79209), Exhibit
               3.1(vi),  filed  July  14,  1999)

3.2*           Form  of  Restated  By-laws  of  the  Company (Amendment No. 1 to
               Form  S-1  (Reg.  No.  333-79209),  Exhibit  3.2(ii),  filed July
               14,  1999)

4.1(i)*        Third  Amended  and  Restated  Credit  Agreement dated as of June
               5,  1998  by  and  among  the  Company,  various  financial
               institutions  and  Bank  of  America  National  Trust and Savings
               Association,  individually  and  as  agent  (Amendment  No.  1 to
               Form  S-1  (Reg.  No.  333-79209),  Exhibit  4.1(i),  filed  July
               14,  1999)

4.1(ii)*       First  Amendment  to  Third  Amended  and  Restated  Credit
               Agreement  dated  as  of  April  14,  1999  by  and  among  the
               Company,  various  financial  institutions  and  Bank  of America
               National  Trust  and  Savings  Association,  individually  and as
               agent  (Amendment  No.  1  to  Form  S-1  (Reg.  No.  333-79209),
               Exhibit  4.1(ii),  filed  July  14,  1999)

4.1(iii)*      Second  Amendment  to  Third  Amended  and  Restated  Credit
               Agreement  dated  as  of  August  12,  1999  by  and  among  the
               Company,  various  financial  institutions  and  Bank  of America
               National  Trust  and  Savings  Association,  individually  and as
               agent (Annual  Report  on  Form  10-K  for  the  Year Ended
               December 31, 1999, Exhibit 4.1(iii),  filed  March  16,  2000)


4.1(iv)*       Third  Amendment  to  Third  Amended  and  Restated  Credit
               Agreement  dated  as  of  January  13,  2000  by  and  among  the
               Company,  various  financial  institutions  and  Bank  of America
               National  Trust  and  Savings  Association,  individually  and as
               agent (Annual  Report  on  Form  10-K  for  the  Year Ended
               December 31, 1999, Exhibit 4.1(iv),  filed  March  16,  2000)


                                       28
<PAGE>


4.1(v)*        Fourth  Amendment  to  Third  Amended  and  Restated  Credit
               Agreement  dated  as  of  September 29, 2000  by  and  among  the
               Company,  various  financial  institutions  and  Bank  of America
               National  Trust  and  Savings  Association,  individually  and as
               Agent  (Form  8-k,  Exhibit  10.1,  Filed  November  28,  2000)

4.2*           Amended  and  Restated  Security  Agreement  dated  as of June 5,
               1998  by  and  among  the  Company,  its subsidiaries and Bank of
               America  National  Trust  and  Savings  Association  (Amendment
               No.  1  to  Form  S-1  (Reg.  No.  333-79209), Exhibit 4.2, filed
               July  14,  1999)

4.3*           Amended  and  Restated  Company  Pledge  Agreement  dated  as  of
               June  5,  1998  by  and  between  the Company and Bank of America
               National  Trust  and  Savings  Association  (Amendment  No.  1 to
               Form  S-1  (Reg.  No.  333-79209),  Exhibit  4.3,  filed July 14,
               1999)

4.4*           Amended  and  Restated  Subsidiary  Pledge  Agreement dated as of
               June  5,  1998  by  and  among  Western Aggregates Holding Corp.,
               Western  Rock  Products  Corp.,  SRM  Holdings  Corp.,  Southern
               Ready  Mix,  Inc.,  Monroc,  Inc.  and  Bank  of America National
               Trust  and  Savings  Association  (Amendment  No.  1  to Form S-1
               (Reg.  No.  333-79209),  Exhibit  4.4,  filed  July  14,  1999)

4.5*           Amended  and  Restated  Shareholder  Pledge  Agreement  dated  as
               of  June  5,  1998  by  and  among  Western  Aggregates  Holding
               Corp.'s  stockholders,  SRM  Holdings  Corp.'s  stockholders  and
               Bank  of  America  National  Trust  and  Savings  Association
               (Amendment  No.  1  to  Form  S-1  (Reg.  No. 333-79209), Exhibit
               4.5,  filed  July  14,  1999)

4.6*           Amended  and  Restated  Guaranty  dated  as  of  June  5, 1998 by
               and  among  the  Company's  subsidiaries,  various  financial
               institutions  and  Bank  of  America  National  Trust and Savings
               Association  (Amendment  No.  1  to  Form  S-1  (Reg.  No.  333-
               79209),  Exhibit  4.6,  filed  July  14,  1999)

4.7(i)*        Amended  and  Restated  Note  and  Warrant  Purchase  Agreement
               dated  as  of  June  5,  1998  by and between the Company and The
               Prudential  Insurance  Company  of  America  (Amendment  No. 1 to
               Form  S-1  (Reg.  No.  333-79209),  Exhibit  4.7(i),  filed  July
               14,  1999)

4.7(ii)*       Amendment  No.  1  to  Amended  and  Restated  Note  and  Warrant
               Purchase  Agreement  dated  as  of  April 14, 1999 by and between
               the  Company  and  The  Prudential  Insurance  Company of America
               (Amendment  No.  1  to  Form  S-1  (Reg.  No. 333-79209), Exhibit
               4.7(ii),  filed  July  14,  1999)

4.7(iii)*      Waiver  under  Note  Agreement  dated  as  of  April  15, 1999 by
               and  between  the  Company  and  The Prudential Insurance Company
               of  America  (Amendment  No.  1  to  Form  S-1  (Reg.  No.  333-
               79209),  Exhibit  4.7(iii),  filed  July  14,  1999)

4.7(iv)*       Amendment  No.  2  to  Amended  and  Restated  Note  and  Warrant
               Purchase  Agreement  dated  as  of  August  12,  1999  by  and
               between  the  Company  and  The  Prudential  Insurance Company of
               America (Annual  Report  on  Form  10-K  for  the  Year Ended
               December 31, 1999, Exhibit 4.7(iv),  filed  March  16,  2000)

4.7(v)*        Amendment  No.  3  to  Amended  and  Restated  Note  and  Warrant
               Purchase  Agreement  dated  as  of  September 29,  2000  by  and
               between  the  Company  and  The  Prudential  Insurance Company of
               America  (Form  8-k,  Exhibit  10.2,  Filed  November  28,  2000)

4.8*           Amended  and  Restated  Guaranty  dated  as  of  June  5, 1998 by
               and  among  the  Company's  subsidiaries  and  The  Prudential
               Insurance  Company  of  America  (Amendment  No.  1  to  Form S-1
               (Reg.  No.  333-79209),  Exhibit  4.8,  filed  July  14,  1999)

4.9(i)*        Registration  Rights  and  Stockholders'  Agreement  dated  as of
               November  21,  1996  by  and  among  the  Company,  the Company's
               stockholders  and  The  Prudential  Insurance  Company of America
               (Amendment  No.  1  to  Form  S-1  (Reg.  No. 333-79209), Exhibit
               4.9(i),  filed  July  14,  1999)


                                       29
<PAGE>


4.9(ii)*       First  Amendment  to  Registration  Rights  and  Stockholders'
               Agreement  dated  as  of  June  5,  1998  by  and  among,  the
               Company,  the  Company's  stockholders  and  The  Prudential
               Insurance  Company  of  America  (Amendment  No.  1  to  Form S-1
               (Reg.  No.  333-79209),  Exhibit  4.9(ii),  filed  July 14, 1999)

4.10*          Warrant  Agreement  dated  as  of  November  21,  1996  by  and
               between  the  Company  and  The  Prudential  Insurance Company of
               America  (Amendment  No.  1  to  Form  S-1  (Reg. No. 333-79209),
               Exhibit  4.10,  filed  July  14,  1999)

4.11*          Warrant  Agreement  dated  as  of  June  5,  1998  by and between
               the  Company  and  The  Prudential  Insurance  Company of America
               (Amendment  No.  1  to  Form  S-1  (Reg.  No. 333-79209), Exhibit
               4.11,  filed  July  14,  1999)

4.12*          Letter  Agreement  dated  as  of  April  15,  1999  by  and among
               Golder,  Thoma,  Cressey,  Rauner  Fund  IV,  L.P.,  Harris Trust
               and  Savings  Bank,  Bank  of  America National Trust and Savings
               Association,  as  Agent,  The  Prudential  Insurance  Company  of
               America  and  the  Company  (Amendment  No.  1  to Form S-1 (Reg.
               No.  333-79209),  Exhibit  4.12,  filed  July  14,  1999)

4.13*          Floating  Rate  Loan  -  Procedures  Letter dated as of April 15,
               1999  by  and  between  Harris  Trust  and  Savings  Bank and the
               Company  (Amendment  No.  1  to  Form  S-1  (Reg. No. 333-79209),
               Exhibit  4.13,  filed  July  14,  1999)

4.14*          Guaranty,  dated  April  15,  1999,  in favor of Harris Trust and
               Savings  Bank  executed  by  Golder,  Thoma,  Cressey,  Rauner
               Fund,  IV,  L.P.  (Amendment  No.  1  to  Form S-1 (Reg. No. 333-
               79209),  Exhibit  4.14,  filed  July  14,  1999)

10.1*          Form  of  Underwriting  Agreement  among  the  Company,  the
               Selling  Stockholders,  BT  Alex  Brown  Incorporated,  The
               Robinson-Humphrey  Company,  LLC  and  J.  Henry  Schroder  & Co.
               Limited  (Form  S-1  (Reg.  No.  333-79209),  Exhibit  1.1, filed
               May  24,  1999)

10.2*          Equity  Purchase  Agreement  dated  as  of  January  24,  1994
               between  the  Company  and  Golder,  Thoma,  Cressey, Rauner Fund
               IV,  L.P.  (Form  S-1  (Reg.  No. 333-79209), Exhibit 10.2, filed
               May  24,  1999)

10.3*          Stockholders  Agreement  dated  as  of  January  24,  1994 by and
               among  the  Company  and  Golder,  Thoma,  Cressey,  Rauner  Fund
               IV,  L.P.  and  certain  Executives  named  therein  (Form  S-1
               (Reg.  No.  333-79209),  Exhibit  10.3,  filed  May  24,  1999)

10.4*          Stockholders  Joinder  Agreement  dated  as  of August 1, 1994 by
               and  among  the  Company,  Golder,  Thoma,  Cressey,  Rauner Fund
               IV,  L.P.  and  Edward  A.  Dougherty  (Form  S-1  (Reg. No. 333-
               79209),  Exhibit  10.4,  filed  May  24,  1999)

10.5*          Stockholders  Joinder  Agreement  dated  as  of August 5, 1994 by
               and  among  the  Company,  Golder,  Thoma,  Cressey,  Rauner Fund
               IV,  L.P.  and  Morris  L.  Bishop  (Form  S-1  (Reg.  No.  333-
               79209),  Exhibit  10.5,  filed  May  24,  1999)

10.6*          Stockholders  Joinder  Agreement  dated  as  of  October 31, 1994
               by  and  among  the  Company,  Golder,  Thoma,  Cressey,  Rauner
               Fund  IV,  L.P.  and  Charles  R. Pullin (Form S-1 (Reg. No. 333-
               79209),  Exhibit  10.6,  filed  May  24,  1999)

10.7*          Stockholders  Joinder  Agreement  dated  as  of  July 31, 1998 by
               and  among  the  Company,  James  A.  Harris  and James A. Harris
               Grantor  Retained  Annuity  Trust  (Form  S-1  (Reg.  No.  333-
               79209),  Exhibit  10.7,  filed  May  24,  1999)

10.8*          Stockholders  Joinder  Agreement  dated  as  of  October  1, 1998
               by  and  among  the  Company,  James  A.  Harris and The James A.
               Harris  Charitable  Remainder  Unitrust  (Form S-1 (Reg. No. 333-
               79209),  Exhibit  10.8,  filed  May  24,  1999)


                                       30
<PAGE>


10.9*          Registration  Rights  Agreement  dated  as  of  January  24, 1994
               by  and  among  the  Company  and  Golder, Thoma, Cressey, Rauner
               Fund  IV,  L.P.  and  certain  Executives named therein (Form S-1
               (Reg.  No.  333-79209),  Exhibit  10.9,  filed  May  24,  1999)

10.10*         Registration  Rights  Joinder  Agreement  dated  as  of August 1,
               1994  by  and  among  the  Company,  Golder,  Thoma,  Cressey,
               Rauner  Fund  IV,  L.P.  and  Edward A. Dougherty (Form S-1 (Reg.
               No.  333-79209),  Exhibit  10.10,  filed  May  24,  1999)

10.11*         Registration  Rights  Joinder  Agreement  dated  as  of August 5,
               1994  by  and  among  the  Company,  Golder,  Thoma,  Cressey,
               Rauner  Fund  IV,  L.P.  and  Morris  L.  Bishop  (Form S-1 (Reg.
               No.  333-79209),  Exhibit  10.11,  filed  May  24,  1999)

10.12*         Registration  Rights  Joinder  Agreement  dated  as  of  October
               31,  1994  by  and  among  the  Company,  Golder, Thoma, Cressey,
               Rauner  Fund  IV,  L.P.  and  Charles  R.  Pullin (Form S-1 (Reg.
               No.  333-79209),  Exhibit  10.12,  filed  May  24,  1999)

10.13*         Senior  Management  Agreement  dated  as  of  January 24, 1994 by
               and  between  the  Company  and  James  A. Harris (Form S-1 (Reg.
               No.  333-79209),  Exhibit  10.13,  filed  May  24,  1999)

10.15*         Senior  Management  Agreement  dated  as  of November 20, 1996 by
               and  between  the  Company  and  James  A. Harris (Form S-1 (Reg.
               No.  333-79209),  Exhibit  10.15,  filed  May  24,  1999)

10.16*         Senior  Management  Agreement  dated  as  of  January 24, 1994 by
               and  between  the  Company  and  Michael J. Stone (Form S-1 (Reg.
               No.  333-79209),  Exhibit  10.16,  filed  May  24,  1999)

10.18*         Senior  Management  Agreement  dated  as  of November 20, 1996 by
               and  between  the  Company  and  Michael J. Stone (Form S-1 (Reg.
               No.  333-79209),  Exhibit  10.18,  filed  May  24,  1999)

10.19*         Senior  Management  Agreement  dated  as  of  August  5,  1994 by
               and  between  the  Company  and  Morris  L. Bishop, Jr. (Form S-1
               (Reg.  No.  333-79209),  Exhibit  10.19,  filed  May  24,  1999)

10.20*         Senior  Management  Agreement  dated  as  of  October  1, 1997 by
               and  between  the  Company  and  Morris  L. Bishop, Jr. (Form S-1
               (Reg.  No.  333-79209),  Exhibit  10.20,  filed  May  24,  1999)

10.21*         Executive  Stock  Pledge  Agreement  dated  as  of  January  24,
               1994  by  and  between  the  Company and James A. Harris (Form S-
               1  (Reg.  No.  333-79209),  Exhibit  10.21,  filed  May 24, 1999)

10.22*         Executive  Stock  Pledge  Agreement  dated  as of May 10, 1994 by
               and  between  the  Company  and  James  A. Harris (Form S-1 (Reg.
               No.  333-79209),  Exhibit  10.22,  filed  May  24,  1999)

10.23*         Executive  Stock  Pledge  Agreement  dated  as  of  November  20,
               1996  by  and  between  the Company and James A. Harris. (Form S-
               1  (Reg.  No.  333-79209),  included  as  Exhibit  B  to  exhibit
               10.15,  filed  May  24,  1999)

10.24*         Executive  Stock  Pledge  Agreement  dated  as  of  January  24,
               1994  by  and  between  the Company and Michael J. Stone (Form S-
               1  (Reg.  No.  333-79209),  Exhibit  10.24,  filed  May 24, 1999)

10.25*         Executive  Stock  Pledge  Agreement  dated  as of May 10, 1994 by
               and  between  the  Company  and  Michael J. Stone (Form S-1 (Reg.
               No.  333-79209),  Exhibit  10.25,  filed  May  24,  1999)

10.26*         Executive  Stock  Pledge  Agreement  dated  as  of  November  20,
               1996  by  and  between  the  Company  and Michael J. Stone. (Form
               S-1  (Reg.  No.  333-79209),  included  as  Exhibit  B to exhibit
               10.,  filed  May  24,  1999)

10.27*         Executive  Stock  Pledge  Agreement  dated  as  of August 5, 1994
               by  and  between  the  Company and Morris L. Bishop, Jr. (Form S-
               1  (Reg.  No.  333-79209),  Exhibit  10.27,  filed  May 24, 1999)


                                       31
<PAGE>


10.28*         Executive  Stock  Pledge  Agreement  dated  as  of  November  20,
               1996  by  and  between  the  Company  and  Morris  L. Bishop, Jr.
               (Form  S-1  (Reg.  No.  333-79209),  included  as  Exhibit  B  to
               exhibit  10.43,  filed  May  24,  1999)

10.29*         Executive  Stock  Pledge  Agreement  dated  as of October 1, 1997
               by  and  between  the  Company and Morris L. Bishop, Jr. (Form S-
               1  (Reg.  No.  333-79209),  included  as  Exhibit  B  to  exhibit
               10.20,  filed  May  24,  1999)

10.30*         Promissory  Note  dated  as  of  January  24,  1994  by  James A.
               Harris  in  favor  of  the  Company  in  the  principal amount of
               $16,223.76.  (Form  S-1  (Reg.  No.  333-79209),  Exhibit  10.30,
               filed  May  24,  1999)

10.31*         Promissory  Note  dated  as  of  May  10, 1994 by James A. Harris
               in  favor  of  the  Company  in  the  principal  amount  of
               $121,638.24.  (Form  S-1  (Reg.  No.  333-79209),  Exhibit 10.31,
               filed  May  24,  1999)

10.32*         Promissory  Note  dated  as  of  November  20,  1996  by James A.
               Harris  in  favor  of  the  Company  in  the  principal amount of
               $8,096.89.  (Form  S-1  (Reg.  No.  333-79209),  included  as
               Exhibit  A  to  exhibit  10.15,  filed  May  24,  1999)

10.33*         Promissory  Note  dated  as  of  January  24,  1994 by Michael J.
               Stone  in  favor  of  the  Company  in  the  principal  amount of
               $10,809.18.  (Form  S-1  (Reg.  No.  333-79209),  Exhibit  10.33,
               filed  May  24,  1999)

10.34*         Promissory  Note  dated  as  of  May 10, 1994 by Michael J. Stone
               in  favor  of  the  Company  in  the  principal  amount  of
               $81,098.82.  (Form  S-1  (Reg.  No.  333-79209),  Exhibit  10.34,
               filed  May  24,  1999)

10.35*         Promissory  Note  dated  as  of  November  20, 1996 by Michael J.
               Stone  in  favor  of  the  Company  in  the  principal  amount of
               $8,096.89.  (Form  S-1  (Reg.  No.  333-79209),  included  as
               Exhibit  A  to  Exhibit  10.18,  filed  May  24,  1999)

10.36*         Promissory  Note  dated  August  5,  1994  by Morris L. Bishop in
               favor  of  the  Company  in  the  principal amount of $16,903.08.
               (Form  S-1  (Reg.  No.  333-79209),  Exhibit 10.36, filed May 24,
               1999)

10.37*         Promissory  Note  dated  November  20,  1996  by Morris L. Bishop
               in  favor  of  the  Company  in  the  principal  amount  of
               $9,940.05.  (Form  S-1  (Reg.  No.  333-79209),  included  as
               Exhibit  A  to  exhibit  10.43,  filed  May  24,  1999)

10.38*         Demand  Note  dated  October  1,  1997  by  Morris  L.  Bishop in
               favor  of  the  Company  in  the principal amount of $219,985.62.
               (Form  S-1  (Reg.  No.  333-79209),  included  as an exhibit A to
               exhibit  20,  filed  May  24,  1999)

10.39*         Amended  and  Restated  Employment  Agreement  dated  August  18,
               1999  with  James  A.  Harris  (Form  10-Q  for  the  Quarterly
               Period  Ended  September  30,  1999,  Exhibit  10.2,  filed
               November  12,  1999)

10.40*         Amended  and  Restated  Employment  Agreement  dated  August  18,
               1999  with  Michael  J.  Stone  (Form  10-Q  for  the  Quarterly
               Period  Ended  September  30,  1999,  Exhibit  10.3, November 12,
               1999)

10.41*         Amended  and  Restated  Employment  Agreement  dated  August  18,
               1999  with  Morris  L.  Bishop,  Jr. (Form 10-Q for the Quarterly
               Period  Ended  September  30,  1999,  Exhibit  10.4, November 12,
               1999)

10.42(i)*      Agreement  and  Plan  of  Merger  dated as of January 29, 1998 by
               and  among  the  Company,  Western  Acquisition, Inc. and Monroc,
               Inc.  (Form  S-1  (Reg.  No.  333-79209), Exhibit 10.42(i), filed
               May  24,  1999)


                                       32
<PAGE>


10.42(ii)*     Amended  and  Restated  Agreement  and  Plan  of  Merger dated as
               of  March  4,  1998  by  and  among  the  Company,  Western
               Acquisition,  Inc.  and  Monroc,  Inc.  (Form  S-1 (Reg. No. 333-
               79209),  Exhibit  10.42(ii),  filed  May  24,  1999)

10.43*         Senior  Management  Agreement  dated  as  of November 20, 1996 by
               and  between  the  Company  and  Morris  L. Bishop, Jr. (Form S-1
               (Reg.  No.  333-79209),  Exhibit  10.43,  filed  May  24,  1999)

10.44*         Stockholders  Joinder  Agreement  dated  as  of December 31, 1997
               by  and  among  the  Company,  Golder,  Thoma,  Cressey,  Rauner
               Fund  IV,  L.P.  and  Jeanne  T.  Richey (Amendment No. 1 to Form
               S-1  (Reg.  No.  333-79209),  Exhibit  10.44,  filed  July  14,
               1999)

10.45*         Letter  Agreement  dated  as  of  April  18,  1998 by and between
               the  Company  and  Edward  A.  Dougherty (Amendment No. 1 to Form
               S-1  (Reg.  No.  333-79209),  Exhibit  10.45,  filed  July  14,
               1999)

10.46*         Letter  Agreement  dated  as  of  April  18,  1998 by and between
               the  Company  and  Edward  A.  Dougherty (Amendment No. 1 to Form
               S-1  (Reg.  No.  333-79209),  Exhibit  10.46,  filed  July  14,
               1999)

10.47*         Letter  Agreement  dated  as  of  December  30,  1998  by  and
               between  the  Company  and  Edward  A. Dougherty (Amendment No. 1
               to  Form  S-1  (Reg.  No.  333-79209),  Exhibit 10.47, filed July
               14,  1999)

10.49*         U.S.  Aggregates,  Inc.  1999  Long  Term  Incentive  Plan
               (Amendment  No.  4  to  Form  S-1  (Reg.  No. 333-79209), Exhibit
               10.49,  filed  August  12,  1999)

10.50*         Letter Agreement dated as of October 28, 1999 by and between the
               Company and Hobart Richey (Form  10-K405  for  the year ended
               December 31, 2000, Exhibit  10.50,  filed  April  18,  2001)

21.1*          Subsidiaries of the Company (Form 10-K405 for the year ended
               December 31, 2000, Exhibit 21.1, filed April 18, 2001)


23.1           Consent of Arthur Andersen LLP

*  Incorporated  by  reference  to  the  filing  indicated.

(b)  Reports  on  Form  8-K

     On  November  28,  2000,  the  Company  filed  a  current  report  on  Form
8-k  reporting  under  item  5  the  amendment  to  its  senior  credit
facility  and  amendment  to  its  senior  subordinated  notes.

     No  other  reports  on  Form  8-K  were filed  during  the  three  months
ended  December  31,  2000.

All  other  items  specified  by  Part  II  of  this  report  are
inapplicable  and  accordingly  have  been  omitted.


                                       33
<PAGE>


                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its  behalf  by the undersigned, thereunto duly authorized on September 7, 2001.




                                       U.S. AGGREGATES, INC.


                                       /s/  James  A.  Harris
                                       ----------------------
                                       James  A.  Harris
                                       Chairman of the Board


                                       34
<PAGE>


                              U.S. AGGREGATES, INC.
                          INDEX TO FINANCIAL STATEMENTS





     Report of Independent Public Accountants                                F-2

     Consolidated Balance Sheets as of December 31, 2000 and 1999            F-3

     Consolidated  Statements  of  Operations  for  the  Years  Ended
         December 31, 2000, 1999 and 1998                                    F-4

     Consolidated  Statements  of  Shareholders'  Equity  for  the
         Years  Ended December 31, 2000, 1999 and 1998                       F-5

     Consolidated  Statements  of  Cash  Flows  for  the  Years  Ended
         December 31, 2000, 1999 and 1998                                    F-6

     Notes to Consolidated Financial Statements                              F-7


                                      F - 1
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




TO  THE  SHAREHOLDERS  AND  THE  BOARD  OF  DIRECTORS  OF
U.S.  AGGREGATES,  INC.:



     We  have  audited  the  accompanying  consolidated  balance  sheets of U.S.
Aggregates,  Inc.  (a Delaware corporation) and Subsidiaries (the Company) as of
December  31,  2000  and  1999,  and  the  related  consolidated  statements  of
operations, shareholders' equity and cash flows for the years then ended.  These
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

     We  conducted  our  audits  in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and perform
the  audit to obtain reasonable assurance about whether the financial statements
are  free  of  material  misstatement.  An  audit  includes examining, on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

     In  our  opinion,  the  consolidated financial statements referred to above
present  fairly,  in  all  material  respects,  the  financial  position of U.S.
Aggregates,  Inc.  and  Subsidiaries  as  of December 31, 2000 and 1999, and the
results  of  its  operations  and  its  cash  flows  for the years then ended in
conformity  with  accounting principles generally accepted in the United States.

     As  discussed  in Note 19 and subsequent to April 18, 2001, the date of our
original report with respect to the matters discussed in Note 9, the Company has
experienced  significant  operating  losses and negative cash flows and has been
required  to  enter  into amendments to modify certain financial covenants under
its  current  debt  facilities.  The  Company  is  in  process  of  selling  its
southeastern operations.  However, if the sale transaction is not consummated or
the  net  proceeds  available  to  the  Company  fall short of expectations, the
Company  will need to obtain additional financing.  These factors, among others,
as  described in Note 19, create a substantial doubt about the Company's ability
to  continue  as a going concern and an uncertainty as to the recoverability and
classification  of  recorded asset amounts and the amounts and classification of
liabilities.  The  accompanying  financial  statements  do  not  include  any
adjustments  relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the  Company  be  unable  to  continue  as  a  going  concern.




/s/  Arthur  Andersen  LLP

San  Francisco,  California
March  21,  2001
(except with respect to the matters discussed in Note 9
as to which the date is April 18, 2001 and except with
respect to the matters discussed in Note 19 as to which
the date is September 5, 2001)



                                      F - 2
<PAGE>
<TABLE>
<CAPTION>
                                   U.S. AGGREGATES, INC. AND SUBSIDIARIES
                                         CONSOLIDATED BALANCE SHEETS
                                    (in thousands, except share amounts)

                                                                               DECEMBER 31,    DECEMBER 31,
                                                                                   2000            1999
                                                                              --------------  --------------
<S>                                                                           <C>             <C>
                                                    ASSETS
CURRENT ASSETS:
  Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . .  $       5,021   $       4,478
  Trade accounts receivable, net of allowance for doubtful accounts
    of $2,238 and $1,273, respectively . . . . . . . . . . . . . . . . . . .         34,860          52,294
  Notes and other receivables. . . . . . . . . . . . . . . . . . . . . . . .            928           2,022
  Inventories, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         29,795          28,041
  Net assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . .         23,880               -
  Prepaid expenses and other current assets. . . . . . . . . . . . . . . . .          6,429           5,780
                                                                              --------------  --------------
      Total current assets . . . . . . . . . . . . . . . . . . . . . . . . .        100,913          92,615

PROPERTY, PLANT AND EQUIPMENT, net . . . . . . . . . . . . . . . . . . . . .        292,066         292,910

INTANGIBLE ASSETS, net . . . . . . . . . . . . . . . . . . . . . . . . . . .         18,823          22,308

OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         15,404           7,095
                                                                              --------------  --------------
      Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     427,206   $     414,928
                                                                              ==============  ==============

                                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . .  $      29,991   $      35,631
  Accrued payroll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2,252           2,743
  Other accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . .          9,765           8,033
  Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -             886
  Current portion of long-term debt. . . . . . . . . . . . . . . . . . . . .         22,842           9,298
                                                                              --------------  --------------
      Total current liabilities. . . . . . . . . . . . . . . . . . . . . . .         64,850          56,591

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, net of current portion . . . .        190,673         160,312
DEFERRED INCOME TAXES, net . . . . . . . . . . . . . . . . . . . . . . . . .         47,377          55,404
OTHER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            330              96
                                                                              --------------  --------------
      Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . .        303,230         272,403
                                                                              --------------  --------------

MINORITY INTEREST, net . . . . . . . . . . . . . . . . . . . . . . . . . . .             11              12
                                                                              --------------  --------------

COMMITMENTS AND CONTINGENCIES (Note 4,5, and 15)

SHAREHOLDERS' EQUITY:
  Common stock, $.01 par value, 100,000,000 shares authorized,
    14,908,222 shares outstanding, including 7,629 shares of treasury stock.            149             149
  Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . .        123,648         123,648
  Notes receivable from sale of stock. . . . . . . . . . . . . . . . . . . .         (1,243)         (1,195)
  Treasury stock, at cost. . . . . . . . . . . . . . . . . . . . . . . . . .             (2)             (2)
  Retained earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,413          19,913
                                                                              --------------  --------------
      Total shareholders' equity . . . . . . . . . . . . . . . . . . . . . .        123,965         142,513
                                                                              --------------  --------------

      Total liabilities, minority interest and shareholders' equity. . . . .  $     427,206   $     414,928
                                                                              ==============  ==============

</TABLE>

The accompanying notes are an integral part of these statements.


                                      F - 3
<PAGE>
<TABLE>
<CAPTION>
                               U.S. AGGREGATES, INC. AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                (in thousands, except share amounts)

                                                                      YEAR ENDED DECEMBER 31,
                                                              --------------------------------------
                                                                  2000         1999         1998
                                                              ------------  -----------  -----------
<S>                                                           <C>           <C>          <C>
NET SALES. . . . . . . . . . . . . . . . . . . . . . . . . .  $   291,689   $  308,592   $  237,333
COST OF PRODUCTS SOLD. . . . . . . . . . . . . . . . . . . .      235,374      224,088      176,814
                                                              ------------  -----------  -----------
      Gross profit . . . . . . . . . . . . . . . . . . . . .       56,315       84,504       60,519

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES . . . . . . . .       35,825       32,035       25,001
DEPRECIATION, DEPLETION AND AMORTIZATION . . . . . . . . . .       16,816       12,851       11,098
(GAIN) ON DISPOSAL OF ASSETS . . . . . . . . . . . . . . . .       (2,021)           -            -
RESTRUCTURING COSTS. . . . . . . . . . . . . . . . . . . . .        2,199            -            -
ASSET IMPAIRMENT CHARGE. . . . . . . . . . . . . . . . . . .        8,447            -            -
                                                              ------------  -----------  -----------
      Income (loss) from operations. . . . . . . . . . . . .       (4,951)      39,618       24,420

OTHER INCOME (EXPENSES):
  Interest, net. . . . . . . . . . . . . . . . . . . . . . .      (19,964)     (16,042)     (14,351)
  Other, net . . . . . . . . . . . . . . . . . . . . . . . .         (984)        (307)      (1,104)
                                                              ------------  -----------  -----------
      Income (loss) before income taxes,
        minority interest and extraordinary item . . . . . .      (25,899)      23,269        8,965

BENEFIT FROM (PROVISION FOR) INCOME TAXES. . . . . . . . . .        9,065       (8,499)      (3,748)
                                                              ------------  -----------  -----------
      Income (loss) before minority interest and
        extraordinary item . . . . . . . . . . . . . . . . .      (16,834)      14,770        5,217

MINORITY INTEREST. . . . . . . . . . . . . . . . . . . . . .            1         (573)        (385)
                                                              ------------  -----------  -----------
      Income (loss) before extraordinary item. . . . . . . .      (16,833)      14,197        4,832

EXTRAORDINARY ITEM:  Loss on extinguishment of debt,
  less applicable income tax benefit of $175, $161 and $212.         (326)        (264)        (338)
                                                              ------------  -----------  -----------
      Net income (loss). . . . . . . . . . . . . . . . . . .  $   (17,159)  $   13,933   $    4,494
                                                              ============  ===========  ===========

Income (loss) per common share-basic
  Income (loss) before extraordinary item available for
    common shareholders. . . . . . . . . . . . . . . . . . .  $     (1.13)  $     1.20   $     0.12
  Extraordinary item, net of tax . . . . . . . . . . . . . .        (0.02)       (0.03)       (0.06)
                                                              ------------  -----------  -----------
  Net income (loss) available for common shareholders. . . .  $     (1.15)  $     1.17   $     0.06
                                                              ============  ===========  ===========
  Weighted average common shares outstanding . . . . . . . .   14,900,593    9,522,156    6,136,630

Income (loss) per common share-diluted
  Income (loss) before extraordinary item available for
    common shareholders. . . . . . . . . . . . . . . . . . .  $     (1.13)  $     1.16   $     0.11
  Extraordinary item, net of tax . . . . . . . . . . . . . .        (0.02)       (0.03)       (0.06)
                                                              ------------  -----------  -----------
  Net income (loss) available for common shareholders. . . .  $     (1.15)  $     1.13   $     0.05
                                                              ============  ===========  ===========
  Weighted average common shares outstanding . . . . . . . .   14,900,593    9,799,817    6,382,094
</TABLE>

The accompanying notes are an integral part of these statements.


                                      F - 4
<PAGE>
<TABLE>
<CAPTION>
                                              U.S. AGGREGATES, INC. AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                               (in thousands, except share amounts)

                                                                        NOTES        TREASURY STOCK
                                                                                   ------------------
                                                       ADDITIONAL     RECEIVABLE    SHARES                             TOTAL
                                      COMMON STOCK       PAID-IN      FROM SALE    HELD IN              RETAINED    SHAREHOLDERS'
                                  -------------------
                                    SHARES    AMOUNT     CAPITAL       OF STOCK    TREASURY   AMOUNT    EARNINGS       EQUITY
                                  ----------  -------  ------------  ------------  --------  --------  ----------  ---------------
<S>                               <C>         <C>      <C>           <C>           <C>       <C>       <C>         <C>
BALANCE AT
  DECEMBER 31, 1997. . . . . . .   6,144,250  $    61  $     2,587   $      (593)     7,629  $    (2)  $   8,844   $       10,897
  Notes receivable, net of
    payments . . . . . . . . . .           -        -            -           (47)         -        -           -              (47)
  Issuance of stock warrants . .           -        -          300             -          -        -           -              300
  Accretion of mandatory
    redeemable preferred
    stock dividend . . . . . . .           -        -            -             -          -        -      (4,097)          (4,097)
  Net income . . . . . . . . . .           -        -            -             -          -        -       4,494            4,494
                                  ----------  -------  ------------  ------------  --------  --------  ----------  ---------------
BALANCE AT
  DECEMBER 31, 1998. . . . . . .   6,144,250       61        2,887          (640)     7,629       (2)      9,241           11,547
  Notes receivable, net of
    payments . . . . . . . . . .           -        -            -           (62)         -        -           -              (62)
  Conversion of minority
    interest to equity . . . . .     649,363        6        8,760          (493)         -        -           -            8,273
  Issuance of common stock . . .   5,000,000       50       65,656             -          -        -           -           65,706
  Exercise of warrants . . . . .      22,800        1           (1)            -          -        -           -                -
  Accretion of mandatory
    redeemable preferred
    stock dividend . . . . . . .           -        -            -             -          -        -      (2,814)          (2,814)
  Conversion of preferred shares
    and accreted dividends to
    common shares. . . . . . . .   3,091,809       31       46,346             -          -        -           -           46,377
  Net income . . . . . . . . . .           -        -            -             -          -        -      13,933           13,933
  Cash dividends declared. . . .           -        -            -             -          -        -        (447)            (447)
                                  ----------  -------  ------------  ------------  --------  --------  ----------  ---------------
BALANCE AT
  DECEMBER 31, 1999. . . . . . .  14,908,222      149      123,648        (1,195)     7,629       (2)     19,913          142,513
  Notes receivable, net of
    payments . . . . . . . . . .           -        -            -           (48)         -        -           -              (48)
  Net loss . . . . . . . . . . .           -        -            -             -          -        -     (17,159)         (17,159)
  Cash dividends declared. . . .           -        -            -             -          -        -      (1,341)          (1,341)
                                  ----------  -------  ------------  ------------  --------  --------  ----------  ---------------
BALANCE AT
  DECEMBER 31, 2000. . . . . . .  14,908,222  $   149  $   123,648   $    (1,243)     7,629  $    (2)  $   1,413   $      123,965
                                  ==========  =======  ============  ============  ========  ========  ==========  ===============
</TABLE>

The accompanying notes are an integral part of these statements.


                                      F - 5
<PAGE>
<TABLE>
<CAPTION>
                                   U.S. AGGREGATES, INC. AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (in thousands, except share amounts)

                                                                               YEAR ENDED DECEMBER 31,
                                                                          ---------------------------------
                                                                            2000        1999        1998
                                                                          ---------  ----------  ----------
<S>                                                                       <C>        <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Income (loss) before extraordinary item. . . . . . . . . . . . . . . .  $(16,833)  $  14,197   $   4,832
  Adjustments to reconcile income (loss) before extraordinary item
    to net cash provided by operating activities:
      Depreciation, depletion and amortization . . . . . . . . . . . . .    16,816      12,851      11,098
      Restructuring charges, net of cash paid. . . . . . . . . . . . . .     1,272           -           -
      Asset impairment charges . . . . . . . . . . . . . . . . . . . . .     8,447           -           -
      Provision for doubtful accounts, net . . . . . . . . . . . . . . .       965         109         (49)
      Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . .    (8,027)      7,117       3,226
      Loss (gain) on disposal of fixed assets and real estate. . . . . .       660        (171)        330
      Minority interest. . . . . . . . . . . . . . . . . . . . . . . . .        (1)        573         775
      Extraordinary item . . . . . . . . . . . . . . . . . . . . . . . .      (326)       (264)       (338)
      Change in operating assets and liabilities:
        Trade accounts, notes and other receivables. . . . . . . . . . .    17,610      (9,096)    (13,018)
        Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . .    (1,754)     (3,665)     (8,280)
        Prepaid expenses and other . . . . . . . . . . . . . . . . . . .   (11,412)     (5,919)      2,890
        Trade accounts payable and accrued liabilities . . . . . . . . .    (3,955)     11,341         347
        Income taxes payable . . . . . . . . . . . . . . . . . . . . . .      (886)         (4)        916
        Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       234         (96)        454
                                                                          ---------  ----------  ----------
          Net cash provided by operating activities. . . . . . . . . . .     2,810      26,973       3,183
                                                                          ---------  ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant and equipment . . . . . . . . . . . . . .   (40,889)    (63,097)    (27,330)
  Acquisition of subsidiaries, net of cash acquired. . . . . . . . . . .         -        (325)    (83,884)
  Proceeds from sale of property, plant & equipment. . . . . . . . . . .    14,501       3,455      10,360
                                                                          ---------  ----------  ----------
          Net cash used in investing activities. . . . . . . . . . . . .   (26,388)    (59,967)   (100,854)
                                                                          ---------  ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Principal payments on long-term debt . . . . . . . . . . . . . . . . .   (69,891)   (101,281)    (85,990)
  New borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . .    98,100      70,198     185,731
  Proceeds from sale of stock, net . . . . . . . . . . . . . . . . . . .         -      65,706           -
  Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (1,788)          -           -
  Debt issuance cost . . . . . . . . . . . . . . . . . . . . . . . . . .    (2,300)          -         300
                                                                          ---------  ----------  ----------
          Net cash provided by financing activities. . . . . . . . . . .    24,121      34,623     100,041
                                                                          ---------  ----------  ----------

NET INCREASE IN CASH . . . . . . . . . . . . . . . . . . . . . . . . . .       543       1,629       2,370

CASH AND CASH EQUIVALENTS, beginning of period . . . . . . . . . . . . .     4,478       2,849         479
                                                                          ---------  ----------  ----------
CASH AND CASH EQUIVALENTS, end of period . . . . . . . . . . . . . . . .  $  5,021   $   4,478   $   2,849
                                                                          =========  ==========  ==========

DISCLOSURE OF SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 20,741   $  15,684   $  13,364
    Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (5)        600         131
NONCASH TRANSACTIONS:
  Value assigned to warrants . . . . . . . . . . . . . . . . . . . . . .         -           -         300
  Accretion of preferred stock dividend. . . . . . . . . . . . . . . . .         -       2,814       4,097
  Conversion of minority interest to equity. . . . . . . . . . . . . . .         -       8,273           -
  Conversion of preferred shares and accreted dividends to common shares         -      46,377           -
  Dividends declared but not paid. . . . . . . . . . . . . . . . . . . .         -         447           -
  Addition of capital lease obligations. . . . . . . . . . . . . . . . .    15,645           -           -
</TABLE>

The accompanying notes are an integral part of these statements.


                                      F - 6
<PAGE>


                     U.S. AGGREGATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


1.   BUSINESS

     U.S.  Aggregates,  Inc. (a Delaware corporation, hereinafter referred to as
"USAI"  or  "the Company") was incorporated in 1994.  USAI is a leading producer
of  aggregates,  primarily  crushed  stone,  sand  and  gravel  and  associated
aggregate-based materials and services.  Its products are used primarily for the
construction  and  maintenance of highways and other infrastructure projects and
for  commercial  and  residential  construction,  in  nine  states.  The Company
operates  through  two wholly owned subsidiaries: SRM Holdings Corp. (SRMHC) and
Western  Aggregates Holding Corp. (WAHC).  The current capital structure of USAI
includes  common  stock  with  voting  rights.

     The  Company  conducts  its  operations through one reportable segment: the
quarrying  and distribution of aggregate products.  The Company operates in nine
states  which  have  been  aggregated  for  segment  reporting  purposes.

RISK  FACTORS  RELATING  TO  THE  COMPANY'S  BUSINESS  AND  INDUSTRY

     The Company's business is seasonal, with peak revenue and profits occurring
primarily  in  the  months  of  April  through November.  Bad weather conditions
during this period could and did adversely affect operating income and cash flow
and  had  a  disproportionate impact on the Company's results for the full year.
Quarterly  results  have varied significantly in the past and are likely to vary
significantly  from  quarter  to  quarter  in  the  future.

     A  majority  of  the  Company's  revenues  are  from  customers  who are in
industries  and businesses that are cyclical in nature and subject to changes in
general  economic  conditions.  In addition, since operations occur in a variety
of  geographic  markets,  the  Company's  business  is  subject  to the economic
conditions  in  each geographic market.  General economic downturns or localized
downturns  in  the  regions  where  the  Company  has  operations, including any
downturns  in  the  construction industry, could and did have a material adverse
effect on the Company's business, financial condition and results of operations.

     The  Company's operations are subject to and affected by federal, state and
local  laws  and  regulations  including  such matters as land usage, street and
highway  usage,  noise  levels and health, safety and environmental matters.  In
many instances, various permits are required.  Although management believes that
the  Company  is  in  compliance  with  regulatory requirements, there can be no
assurance  that  the  Company  will  not  incur material costs or liabilities in
connection  with  regulatory  requirements.

     Certain  of  the Company's operations may from time to time involve the use
of  substances  that  are classified as toxic or hazardous within the meaning of
certain  federal,  state  or  local laws and regulations.  Risk of environmental
liability  is inherent in the operation of the Company's business.  As a result,
it  is  possible  that  environmental  liabilities  will have a material adverse
effect  on  the  Company  in  the  future.

     The  Company  markets  its aggregates products to customers in a variety of
industries,  including  public  infrastructure,  commercial  and  residential
construction  contractors;  producers of asphaltic concrete, ready-mix concrete,
concrete blocks, and concrete pipes; and railroads.  A substantial amount of the
aggregates  is  used  in  publicly  funded  projects.  A  decrease  or  delay in
government  funding  of  highway  construction  and  maintenance  and  other
infrastructure  projects  could  and  did  reduce  sales  and  profits.

     A  material rise in the price or a material decrease in the availability of
oil  could  and  did adversely affect operating results.  The cost of asphalt is
correlated  to  the price of oil.  Any increase in the price of oil might result
in the Company's customers using less asphalt.  A material increase in the price
of  oil  could  also  lead  to  higher  gasoline  costs which could increase the
Company's  operating costs.  These increases may not be accepted by customers in
the  form  of  higher  prices.

     The Company believes that its internally generated cash flow (including the
sales of assets) and access to existing credit facilities are sufficient to meet
liquidity  requirements  necessary  to fund operations, capital requirements and
debt  service.  To  the  extent  these sources of liquidity are not available or
fall short of expectations, the Company may need to obtain additional sources of
financing.  There  can be no assurance that such financing will be available or,
if  available,  on  terms favorable to the Company.  If the Company is unable to
obtain  such


                                      F - 7
<PAGE>


                     U.S. AGGREGATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


additional  financing, there could be a material adverse effect on the Company's
business,  financial  condition  and  results  of  operation.


2.   BASIS  OF  PRESENTATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING POLICIES

PRINCIPLES  OF  CONSOLIDATION

     The  consolidated financial statements include the accounts of USAI and its
subsidiaries.  All  significant intercompany balances and transactions have been
eliminated.

     One  of  the  executives  has  a minority interest in Dekalb Stone, Inc., a
corporation  in  which  the  Company  is  the  majority  shareholder.

USE  OF  ESTIMATES

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results  could  differ  from  those  estimates.

CASH  AND  CASH  EQUIVALENTS

     Cash  and  cash  equivalents represent funds on deposit in non-interest and
interest-bearing  operating  and/or  highly  liquid  investment  accounts,  with
original  maturities  of  three  months  or  less.

INVENTORIES

     Inventories  are  stated  at  the lower of average manufactured cost (which
approximates  the  first-in, first-out method of accounting) or market.  Average
manufactured  cost  includes  all  direct  labor  and  material  costs and those
indirect  costs specifically related to aggregate production, including indirect
labor,  repairs,  depreciation  and  depletion.

INCOME  PER  SHARE

     In  accordance  with  the Financial Accounting Standards Board Statement of
Financial  Accounting  Standards No. 128, Earning Per Share, the Company reports
two  separate income per share amounts, basic and diluted.  Both were calculated
by  dividing net income by the weighted average number of shares of common stock
outstanding  during  the period.  Diluted earnings per share includes the impact
of  outstanding  warrants  and  stock  options, using the treasury stock method.

PROPERTY,  PLANT,  AND  EQUIPMENT

     Property, plant and equipment are stated at cost.  Depreciation is provided
for  using  the  straight-line  method  over  the  estimated useful lives of the
assets,  which  are  as  follows:

               Buildings                                     40     years
               Plant  and  equipment                      10-30     years
               Transportation  and  delivery  equipment    4-15     years
               Furniture  and  fixtures                    5-10     years

     Expenditures  for  development,  renewals  and  betterments  of  developing
quarries  and  gravel  pits  are  capitalized  and  amortized  on  the
units-of-production  method over the estimated remaining recoverable reserves or
over  the remaining lives of the leases if the properties are leased.  Depletion
of  acquired or leased mineral deposits is calculated on the units-of-production
method  over  the  estimated  remaining  recoverable  reserves.  Repairs  and
maintenance  that  do  not improve or extend the lives of the assets are charged
against  operations  or  included  in  the


                                      F - 8
<PAGE>


                     U.S. AGGREGATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


inventory  overhead  pool in the year benefited.  When properties are retired or
otherwise  disposed  of,  related costs and accumulated depreciation are removed
from  the  accounts  and  any  resulting gain or loss is included in operations.

INTANGIBLES

     Goodwill  is  amortized  on a straight-line basis over 40 years.  Covenants
not  to  compete  are  amortized  on  a straight-line basis over the life of the
agreement.  Deferred finance charges are amortized on a straight-line basis over
the life of the related loan.  As of December 31, 2000 and 1999, the accumulated
amortization  applicable  to  the  intangible  assets  was  $10,413  and $8,659,
respectively.

ACCRUED  SELF-INSURANCE  OBLIGATIONS

     It  is  the  policy  of  the Company to self-insure for employee health and
prescription benefits.  Provisions are made for estimated settlements, including
incurred  but  not  reported  losses.  The  methods of making such estimates and
establishing  the resulting accrued liabilities are reviewed frequently, and any
adjustments  resulting  there  from  are  reflected in current earnings. Accrued
liabilities  for  future  claims  are  not  discounted.

RECLASSIFICATIONS

     Certain  prior-year  amounts  have  been  reclassified  to conform with the
current-year  presentation.

ACCOUNTING  FOR  THE  IMPAIRMENT  OF  LONG-LIVED  ASSETS

     The  Company  accounts  for  long-lived  assets  pursuant  to  Statement of
Financial  Accounting  Standards ("SFAS") No. 121, Accounting for the Impairment
of  Long-Lived  Assets and for Long-Lived Assets to Be Disposed Of.  The Company
evaluates its plant and other long-term assets for impairment and assesses their
recoverability  based  upon  anticipated  future  cash  flows.  If  facts  and
circumstances  lead  the Company's management to believe that the cost of one of
its  assets  may  be impaired, the Company will (a) evaluate the extent to which
that  cost  is  recoverable  by  comparing  the  future  undiscounted cash flows
estimated  to  be  associated with that asset to the asset's carrying amount and
(b)  write-down  that  carrying  amount  to market value or discounted cash flow
value  to  the  extent  necessary.  The Company's management has determined that
certain assets held for sale were impaired at December 31, 2000 and have written
down  the carrying amount of such assets to market value as discussed in Note 4.

VALUATION  ACCOUNTS

     Below  is  a summary of the changes in the Company's valuation accounts for
2000,  1999  and  1998:


<TABLE>
<CAPTION>
                                   BEGINNING         ADDITIONS                      ENDING
                                               --------------------
                                    BALANCE    ACQUIRED   PROVIDED    DEDUCTIONS   BALANCE
                                   ----------  ---------  ---------  ------------  --------
<S>                                <C>         <C>        <C>        <C>           <C>
2000
  Allowance for doubtful accounts  $    1,273  $       -  $   1,754  $      (789)  $  2,238
  Inventory valuation reserve . .          16          -          8            -         24
1999
  Allowance for doubtful accounts  $    1,163  $       -  $     580  $      (470)  $  1,273
  Inventory valuation reserve . .         500          -         16         (500)        16
1998
  Allowance for doubtful accounts  $      629  $     583  $     409  $      (458)  $  1,163
  Inventory valuation reserve . .         291          -        500         (291)       500
</TABLE>

     Deductions  include  all  charges  against reserves.  These deductions were
made  in  the  normal course of business and only for the specific use for which
the  reserve  was  identified  and  intended.


                                      F - 9
<PAGE>


                     U.S. AGGREGATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


RECLAMATION  COSTS

     Quarry  and  pit  reclamation costs are treated as normal ongoing costs and
are  expensed  as  incurred.

ENVIRONMENTAL  MATTERS

     Remediation  costs  are  accrued  based on estimates of known environmental
remediation  exposure.  Ongoing  environmental  compliance  costs,  including
maintenance  and  monitoring  costs,  are  expensed  as  incurred.  Any  other
environmental  costs  are  recorded  in  the  period  which  the  amount  can be
reasonably  estimated.  Among  the  variables  that  management  must  assess in
evaluating  costs  associated  with  environmental  issues  are  the  evolving
regulatory  standards.  It  is  impossible to quantify the impact of all actions
regarding  environmental  matters,  particularly  the  extent and cost of future
remediation and other compliance efforts.  However, the Company currently has no
known  material  liabilities  in  connection  with expected remediation or other
environmental-related  costs.

INCOME  TAXES

     USAI  accounts  for  income taxes in accordance with Statement of Financial
Accounting  Standards  No.  109 (SFAS 109).  Under SFAS 109, deferred tax assets
and  liabilities  are recognized for the future tax consequences attributable to
differences between the financial statement and tax bases, as well as the effect
of  operating  loss  and  tax  credit  carryforwards.  Deferred  tax  assets and
liabilities  are  measured  using enacted tax rates expected to apply to taxable
income  in  the  years  in  which those temporary differences are expected to be
recovered  or  settled.  The  effect on deferred tax assets and liabilities of a
change  in  tax  rates  is  recognized  in  the  period  of  change.

REVENUE  RECOGNITION

     Revenues  are  recognized at the time the related products are delivered or
when  title  passes.

     Contract  revenues  and  costs  are  recognized  under  the
percentage-of-completion method, measured by the percentage of costs incurred to
date  as  a percentage of estimated total costs for each contract.  Revisions in
cost  estimates  during the course of a contract are reflected in the accounting
period  in  which  the  change  of costs becomes known.  Provision for estimated
losses on incomplete contracts is made in the period in which such losses become
evident.

OFFERING  COSTS

     Offering  costs  of  $8,946  were incurred in connection with the Company's
initial public offering.  Such costs were treated as a reduction of the proceeds
from  the  offering.

FINANCIAL  INSTRUMENTS

     USAI's  financial  instruments  consist  of  cash,  short-term  accounts
receivable,  accounts  payable  and  debt for which current carrying amounts are
equal  to  or  approximate  fair  market  value.

INTEREST  RATE  SWAP

     In  June  1998,  the  Financial  Accounting  Standards  Board (FASB) issued
Statement  of  Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities.  In June 1999, the FASB issued SFAS No, 137,
Accounting  for  Derivatives  and Hedging Activities - Deferral of the Effective
Date  of  SFAS  No. 133.  In June 2000, the FASB issued SFAS No, 138, Accounting
for  Certain  Derivatives  and  Certain Hedging Activities, an amendment of FASB
Statement  No.  133.  Statement  133,  as  amended,  establishes  accounting and
reporting  standards  requiring  that  every  derivative  instrument  (including
certain  derivative  instruments embedded in other contracts) be recorded in the
balance  sheet  as either an asset or liability measured at its fair value.  The
Statement  requires  that  changes  in the derivative instrument's fair value be
recognized  currently  in earnings unless specific hedge accounting criteria are
met.  Special  accounting for qualifying hedges allows a derivative instrument's
gains  and  losses  to  offset  related results on the hedged item in the income
statement,  to  the  extent effective, and requires that a company must formally
document,  designate,  and  assess  the  effectiveness  of


                                     F - 10
<PAGE>


                     U.S. AGGREGATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


transactions  that  receive hedge accounting.  The Company has adopted Statement
133  effective  January  1, 2001.  The Company has applied Statement 133 to only
those  hybrid  instruments that were issued, acquired, or substantively modified
after  December  31,  1998.  If  statement  133 had been applied at December 31,
2000,  the  change  in  fair  value  would  be  immaterial.

     The  Company  has  variable  rate  borrowings  tied  to the LIBOR rate.  To
eliminate  its  exposure  to  changes in the LIBOR rate, The Company has entered
into  a  swap  contract.  The  Company is a party to an interest rate swap under
which  it  exchanges,  at  specified intervals, the difference between fixed and
floating  interest  amounts  calculated on an agreed-upon notional amount of $37
million.  The  interest  rate  swap  contract  has  a two year term that ends on
December 29, 2002.  The swap contract requires the Company's counterparty to pay
it  a  floating  rate of interest based on USD-LIBOR-BBA due quarterly beginning
March  29,  2001.  In return, the Company will pay its counterparty a fixed rate
of 6.11% interest due quarterly beginning March 29, 2001.  The periodic payments
under  the  swap  are  with  the  same  frequency as payments required under the
borrowing  agreements.  Under  Statement  133  the  Company  will  designate the
contract as a cash flow hedge.  The Company will account for changes in the fair
value  of  its  swap  contract  with all changes in fair value reported in other
comprehensive  income.  Amounts  in  other  comprehensive  income  will  be
reclassified  into  earnings  for the ineffective portion of the gain or loss on
the  derivative  instruments.  If statement 133 had been applied at December 31,
2000,  the  change  in  fair  value  would  be  immaterial.

COSTS  OF  START-UP  ACTIVITIES

     In  April 1998, the American Institute of Certified Public Accountants (the
"AICPA")  issued  Statement of Position 98-5, Reporting on the Costs of Start-Up
Activities  ("SOP 98-5").  Effective January 1, 1999, SOP 98-5 requires that all
costs related to certain start-up activities, including organizational costs, be
expensed as incurred.  The cumulative effect of the adoption of SOP 98-5 reduced
net  earnings  by $84, which has been recorded as an expense in the period ended
December  31,  1999.

NEW  ACCOUNTING  PRONOUNCEMENTS

     In  March 2000, the FASB issued FASB Interpretation No. 44, "Accounting for
Certain  Transactions  Involving  Stock  Compensation - an interpretation of APB
Opinion  No.  25" (FIN 44).  FIN 44 clarifies the application of APB Opinion No.
25,  and  among  other  issues  clarifies  the  following:  the definition of an
employee  for  purposes  of  applying  APB  Opinion  No.  25;  the  criteria for
determining  whether  a plan qualifies as a noncompensatory plan; the accounting
consequence  of  various  modifications  to  the terms of previously fixed stock
options  or  awards;  and  the  accounting for an exchange of stock compensation
awards in a business combination.  FIN 44 is effective July 1, 2000, but certain
conclusions  in FIN 44 cover specific events that occurred after either December
15,  1998  or  January 12, 2000.  The adoption of FIN 44 did not have a material
impact  on  the  Company's  consolidated  financial  statements.

     The  Emerging  Issues  Task Force issued No. 00-10, Accounting for Shipping
and  Handing Fees and Costs ("EITF 00-10), which requires that amounts billed to
customers related to shipping and handling be classified as revenue and that the
related costs should be included in costs of goods sold.  The Company previously
reported  a  portion  or  its shipping revenue as a reduction of shipping costs.
The  Company  adopted EITF 00-10 in the fourth quarter of 2000 and has reflected
the  impact  of  this  pronouncement in the financial statements for all periods
presented herein.  The Company reports freight and delivery charges as sales and
the  related  cost of freight and delivery is reported as cost of products sold.
Gross  profit  has not changed from amounts that have been reported prior to the
adoption  of  EITF  00-10.  The  adoption of this resulted in addition sales and
costs of products sold of $12,833 in 2000, $10,411 in 1999 and $8,595 in 1998.


3.   ACQUISITIONS

     On  June  5,  1998,  USAI,  through  WAHC, purchased all of the outstanding
common  stock  of  Monroc,  Inc.  (Monroc).  Monroc's  purchase  price  was
approximately  $67,800  in cash plus costs and certain assumed liabilities.  The
acquisition has been accounted for under the purchase method of accounting.  The
amount  by  which  the  total


                                     F - 11
<PAGE>


                     U.S. AGGREGATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


cost  exceeded  the fair value of the tangible net assets acquired of $1,135 was
recognized  as  goodwill  and  is  being  amortized  over  40  years.

     In  addition, at various dates during 1998 and 1999 and 2000, USAI, through
its  subsidiaries,  acquired  assets  and businesses of several small companies.
The  operating  results  of  the  acquired  businesses  are  included  in  the
accompanying  financial  statements  from their respective dates of acquisition.

     The  following  table  reflects  supplemental  disclosure  of  noncash
transactions  related  to  these  acquisitions  for  1998:

     Fair value of assets acquired, including goodwill of $4,132      $ 139,417
     Liabilities  assumed                                               (55,533)
                                                                      ----------
     Cash  paid  for  assets                                          $  83,884
                                                                      ==========

     The  following unaudited selected pro forma financial data are presented as
if the acquisitions (excluding Monroc's discontinued operations) had occurred on
January  1,  1998.  The pro forma financial information includes adjustments for
amortization  of goodwill and accrual of interest expense for the entire periods
presented.  The  unaudited  pro  forma  information  presented  below  is  not
necessarily indicative of what results of operations actually would have been if
the  acquisition  had  occurred  on  the date indicated.  Moreover, they are not
necessarily  indicative  of  future  results.

                                                            1998
                                                        -----------
                                                        (unaudited)
     Net  sales                                         $  249,224
     Income  before  extraordinary  items                    4,916
     Income  before  extraordinary  items  per  share   $     0.13

     Concurrent  with  the acquisition of Monroc, the Company decided to dispose
of  the  Precast Division operations of Monroc.  The Precast Division operations
concentrated  on  the  production  of pre-fabricated concrete products using its
site  casts  and  molds,  made to meet existing industry construction standards.
The  Company  accounted  for the acquisition and disposition of this division as
required by purchase accounting and EITF 87-11, "Allocation of Purchase Price to
Assets to Be Sold".  This included recording expected operational income as well
as  interest  on  the  cost  of  carrying  this division as an adjustment to the
purchase  price  of  Monroc.  On December 31, 1998, the Company sold the Precast
Division  for  $8,637.  No gain or loss was recognized on this disposition.  The
results  of operations from the Precast Division between the date of acquisition
and  sale  of  $1,409  net  of tax, and the interest expense associated with the
purchase  of  the  Precast  Division  of  $247  net of tax was considered in the
purchase  price allocation.  There were no earnings received or losses funded by
Monroc  during  the  operational  period.

     Also,  concurrent  with  the  acquisition of Monroc, the Company decided to
dispose of a depleted sand and gravel deposit site and an unused ready-mix plant
site.  The  sites  were  sold  during  1998  for  $6,945 and no gain or loss was
recognized  on  these  dispositions.


4.   ASSETS  HELD  FOR  SALE  AND  ASSET  IMPAIRMENT  CHARGES

     During  the  fourth  quarter  of  2000, the Company made a decision to sell
certain  construction  materials  operations in Idaho and Utah.  As a result, an
evaluation  for  impairment of long-lived assets was performed.  Based upon this
analysis,  the Company determined that the fair market value of these long-lived
assets was less than the carrying value.  Accordingly, during the fourth quarter
of  2000,  the  Company  adjusted  the  carrying  value of these assets to their
estimated  fair  value  (less  estimated  costs of sale) resulting in a non-cash
impairment charge of $8,447.  These assets totaling $22,785 have been classified
as  Assets Held for Sale in the consolidated Balance Sheet at December 31, 2000,
and  were sold subsequent to year end.  Assets held for sale also include $1,095
of  assets  described  below  in  Note  5.


                                     F - 12
<PAGE>


                     U.S. AGGREGATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


5.   RESTRUCTURING  COSTS

     During  the  fourth quarter of 2000, the Company decided to restructure its
business operations through a plan, which provided for the closure of an asphalt
operation  in  Nevada,  the  disposition  of certain operations in Idaho and the
consolidation  of  facilities  in  Utah  (the  "Restructuring  Plan").  The
Restructuring  Plan  also  includes  actions  intended  to  achieve  an  overall
reduction  in  corporate  overhead.

     The  Company  recorded  restructuring  charges  of $2,199, of which, $1,272
relates to non-cash charges for the closure or sale of facilities or operations.
Of  the  non-cash  charge  of  $1,272,  $1,132  related to the write down of the
carrying  value  of property, plant and equipment, from $2,227 to $1,095, at the
Idaho  Falls  operation.  The carrying value of these assets was adjusted to the
anticipated sale price less the estimated costs of sale.  The remaining non-cash
charges  of  $140  relate  to the write off of leasehold improvements due to the
reduction  in office space at the Company's corporate offices.  The cash charges
of  $927  relate  to  site  closure  costs  and  severance  benefits  for the 69
terminated  employees, who were terminated as of December 31, 2000.  The amounts
have  been  fully  paid  as  of  December  31,  2000.

     In  addition  to the restructuring charges described above, the Company has
recorded  a  non-cash charge of $2,250 related to the write-down of a portion of
the  inventory  value  at its asphalt operation in Nevada from $580 to $137, its
Pocatello  and  Blackfoot  operations  in  Idaho  from  $1,939 to $1,497 and its
aggregate  sites  in  Spanish  Fork  and  Provo, Utah from $1,710 to $345.  This
charge has been recorded in costs of products sold in the Consolidated Statement
of  Operations.

     The  Pocatello and Blackfoot operations in Idaho were sold in January 2001,
the  Idaho  Falls,  Idaho operation was sold in March 2001 and the asphalt plant
and  paving  operation  in Nevada was closed in November 2000.  The Provo pit in
Utah  was  abandoned  in  the  fourth  quarter  of 2000 and the asphalt plant in
Spanish  Fork,  Utah  was  to be relocated to the Company's Ekins pit in Utah in
April  2001.

     The restructuring charges were determined based on formal plans approved by
the Company's management using the information available at the time. Additional
employee  headcount  reductions  and  additional  restructuring  charges  are
anticipated  to  occur  in  the  first  quarter  of  2001.




6.   INVENTORIES

     Inventories  consist  of  the  following  as  of  December  31:


<TABLE>
<CAPTION>
                      2000      1999
                    --------  --------

<S>                 <C>       <C>
Finished products.  $26,835   $24,624
Raw materials. . .    1,892     2,341
Supplies and parts      768       551
Fuel . . . . . . .      324       541
Less: Allowances .      (24)      (16)
                    --------  --------
                    $29,795   $28,041
                    ========  ========
</TABLE>


     Inventories are pledged as security under various debt agreements (see Note
9).


                                     F - 13
<PAGE>


                     U.S. AGGREGATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


7.   PROPERTY,  PLANT  AND  EQUIPMENT

     Property,  plant  and equipment consist of the following as of December 31:


<TABLE>
<CAPTION>

                                                2000       1999
                                              ---------  ---------
<S>                                           <C>        <C>
Land and improvements. . . . . . . . . . . .  $ 65,977   $ 61,400
Mineral deposits . . . . . . . . . . . . . .    85,267     89,228
Plant and equipment. . . . . . . . . . . . .   174,146    160,253
Furniture and fixtures . . . . . . . . . . .     7,692      5,391
Construction in progress . . . . . . . . . .       819      9,056
                                              ---------  ---------
                                               333,901    325,328
Less: Accumulated depreciation and depletion   (41,835)   (32,418)
                                              ---------  ---------
                                              $292,066   $292,910
                                              =========  =========

</TABLE>

     The  Company  capitalized interest costs of $837 in 2000 and $1,531 in 1999
with  respect  to  qualifying  construction  projects.

     Property,  plant  and  equipment  are  pledged as security for various debt
agreements  (see  Note  9).


8.   INTANGIBLES

Intangibles  consist  of  the  following  as  of  December  31:


<TABLE>
<CAPTION>
                          2000     1999
                         -------  -------
<S>                      <C>      <C>
Goodwill. . . . . . . .   12,652   15,920
Non-Compete . . . . . .      162      692
Deferred Finance Charge    6,009    5,696
                         -------  -------
                         $18,823  $22,308
                         =======  =======
</TABLE>


9.   LONG-TERM  DEBT  AND  CAPITAL  LEASE  OBLIGATIONS

     Long-term  debt  and capital lease obligations consists of the following as
of  December  31:

<TABLE>
<CAPTION>
                                                                            2000       1999
                                                                          ---------  ---------
<S>                                                                       <C>        <C>
Prudential Insurance subordinated notes, net of discount
  of $575 and $664, respectively . . . . . . . . . . . . . . . . . . . .  $ 44,425   $ 44,336
Bank of America term loan A. . . . . . . . . . . . . . . . . . . . . . .    30,900     39,238
Bank of America term loan B. . . . . . . . . . . . . . . . . . . . . . .    43,004     46,404
Bank of America revolving loan . . . . . . . . . . . . . . . . . . . . .    77,600     30,000
Notes payable to former shareholders . . . . . . . . . . . . . . . . . .     1,890      4,001
Capital lease obligations. . . . . . . . . . . . . . . . . . . . . . . .    11,240          -
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4,456      5,631
                                                                          ---------  ---------
    Total long-term debt and capital lease obligations . . . . . . . . .   213,515    169,610

Less: Current portion. . . . . . . . . . . . . . . . . . . . . . . . . .   (22,842)    (9,298)
                                                                          ---------  ---------
    Long-term debt and capital lease obligations, net of current portion  $190,673   $160,312
                                                                          =========  =========
</TABLE>


                                     F - 14
<PAGE>


                     U.S. AGGREGATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

PRUDENTIAL INSURANCE COMPANY SUBORDINATED NOTES

     In  November  1996  and  June 1998, USAI issued $30 million and $15 million
respectively  in  subordinated  notes  (Subordinated  Notes)  to  the Prudential
Insurance  Company  of America (Prudential Insurance). Interest is due quarterly
at  a  rate  of  12.00  percent  per annum.  In addition both subordinated notes
accrue  interest  at a rate of 2.00 percent per annum, which is not paid in cash
until  the  maturity  of these notes.  Accrued interest due under this clause of
the  agreement,  and included in other long-term liabilities on the Consolidated
Balance  Sheet,  was  $118  and  $0 at December 31, 2000 and 1999, respectively.

     In  connection  with  the  issuance  of  subordinated notes, USAI issued to
Prudential Insurance, warrants to purchase 286,380 shares of the common stock of
USAI at a nominal cost.  The estimated fair value of the warrants was $900 ($600
recorded  in  1996  and  $300  in  1998)  and  was recorded as a discount on the
subordinated  notes,  with  the offsetting credit to additional paid-in-capital.
The discount is being amortized on a straight-line basis (which approximates the
interest  method) over the life of the notes and is included in interest expense
in  the  Consolidated  Statements  of  Operation.

     The  Prudential  Insurance  notes  are  subordinated to the bank of America
credit  facilities.  The  Company was in default of certain covenants related to
these  notes  at December 31, 2000; however, they were amended subsequent to end
of  the  year  as  described  below.

BANK OF AMERICA CREDIT FACILITIES

     USAI  has  a syndicated term loan and a revolving credit facility with Bank
of  America  NT&SA,  as agent, and certain other financial institutions (Bank of
America).

     The  term loan facility is comprised of Term loans A and B in the principal
amounts of $30,900 and $43,004, respectively.  Term loan A has interest payments
due quarterly and is currently payable at the Eurodollar rate plus 3.50 percent,
or  approximately  10.00  percent  as  of  December  31,  2000.  Term loan B has
interest  payments due quarterly and is currently payable at the Eurodollar rate
plus  4.00  percent,  or  approximately 10.5625 percent as of December 31, 2000.

     The revolving credit facility was increased from $60 million to $90 million
on  January 13, 2000.  Interest on the unpaid principal amount of each revolving
loan  is  due quarterly and payable at the Eurodollar rate plus a portion of the
alternative  reference  rate, which were in the range of 10.125 percent to 11.75
percent  as  of  December  31, 2000.  Interest and commitment fees on the unused
portion  of  the  revolving  loan  vary  based  on certain performance criteria.
However,  the  rates  cannot  exceed  the Eurodollar rate plus 3.50 percent, the
alternative  reference rate plus 2.25 percent, or, in relation to the commitment
fees,  0.50  percent  of  the  unused  portion  of the revolving loan. Effective
September  29,  2000,  the  revolving  credit  facility  was  amended to include
automatic  and  permanent  reductions  of  the  revolving  facility  to occur on
December  31,  2001  and  June  30,  2002  for the amount of $20 million and $10
million,  respectively.  The  revolving  loan  is  to  be  paid  in  full by the
termination  date  in  June  2004.

     The  Bank  of  America credit facilities are secured by all assets of USAI.
The  Company  was  in  default  of  certain  covenants related to these notes at
December  31,  2000; however, they were amended subsequent to end of the year as
described  below.

FINANCIAL  COVENANTS

     In  connection  with  both  the  Subordinated Notes and the Bank of America
Credit  Facility,  the  Company  is  required  to  comply with certain financial
covenants.  These  include  a  minimum  interest coverage ratio, a minimum fixed
charge  coverage  ratio,  a  minimum EBITDA amount, a maximum leverage ratio and
limitations on capital expenditures.  As a result of amendments made to both the
Subordinated  Notes  and the Bank of America Credit Facility effective September
29,  2000  (the  Fourth  Amendment),  covenants also include restrictions on the
Company's  use  of  proceeds  from  the  sale  of  assets and limitations on the
Company's  ability to pay dividends.  The Company was in default with certain of


                                     F - 15
<PAGE>


                     U.S. AGGREGATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


these  covenants  at December 31, 2000; however, subsequent to year-end, waivers
of  default  have been obtained through the Fourth Amendment to the Subordinated
Notes  and  the  Fifth  and  Sixth  Amendments  to  the  Bank  of America Credit
Facilities  as  described  below.

EXTINGUISHMENT  OF  DEBT

     In  connection  with  the  various  refinancings  of  the  Company's  debt,
previously  capitalized fees and costs of $326 and $264, net of a tax benefit of
$175  and  $161, were recorded as an Extraordinary Item - Loss on Extinguishment
of  Debt  in  2000  and  1999,  respectively.

NOTES  PAYABLE  TO  FORMER  SHAREHOLDERS

     In  connection with the acquisition of certain companies, USAI subsidiaries
have  issued  notes  payable to the selling shareholders, several of whom remain
employees  and  shareholders.  These  notes  payable bear interest at rates from
8.00  percent to 10.00 percent per annum and have varying maturity dates through
2005.

CAPITAL  LEASE  OBLIGATIONS

     The  Company  financed  equipment  purchases  through various capital lease
obligations  expiring  through  2015. These obligations bear interest at various
rates  ranging  from 7.00 percent and 100.00 percent per annum.  At December 31,
2000  and  1999,  $11,240  and  $0,  respectively,  had  been  borrowed  and was
outstanding.  Excluded  from  the  scheduled  payments  below  is  $1,607, which
represents  future  interest  due  under  the  leases.

OTHER  DEBT

     Other  debt  consists  of  miscellaneous  borrowings  from banks, generally
secured  by  equipment.  Interest rates range from 6.00 percent to 10.00 percent
per  annum  and  have  varying  maturity  dates  through  2018.

SCHEDULED  PAYMENTS  OF  LONG-TERM  DEBT  AND  CAPITAL  LEASE  OBLIGATIONS

     Scheduled  long-term  debt  and capital lease obligations maturities are as
follows:

<TABLE>
<CAPTION>

YEAR  ENDED  DECEMBER  31
-------------------------
<S>                         <C>
2001 . . . . . . . . . . .  $ 22,842
2002 . . . . . . . . . . .    23,252
2003 . . . . . . . . . . .    19,723
2004 . . . . . . . . . . .    69,461
2005 . . . . . . . . . . .     6,398
Thereafter . . . . . . . .    72,414
                            ---------
                             214,090

Less: Unamortized discount      (575)
                            ---------
                            $213,515
                            =========
</TABLE>

SUBSEQUENT  AMENDMENTS  TO THE SUBORDINATED NOTES AND THE BANK OF AMERICA CREDIT
FACILITY

     Subsequent  to  year  end,  the  Company entered into amendments (Fifth and
Sixth  Amendments)  with  its  senior  secured  lenders which waive all existing
covenant  defaults,  adjust  future financial covenants, defer certain principal
payments  until  March 31, 2002, modify the debt repayment schedule, establish a
borrowing  base  on  the revolver, provide the Company with additional liquidity
from  the  sale of certain assets, establish monthly interest payment schedules,
provide  for  increased  interest  rates  to  Alternate  Base Rate plus 5.00% or
Eurodollar  Rate  plus  6.00%  ,  of  which  2.00%  is  capitalized and added to
principal  for  the  period  through  March  31, 2002.  The Sixth Amendment also
provides for a fee of $1.25 million if the senior credit facility is not paid in
full  by  March  31,  2002.


                                     F - 16
<PAGE>


                     U.S. AGGREGATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


     The  Company  also  entered  into  an  amendment with its subordinated note
holder  to  waive  existing covenant defaults and to accept deferral of interest
payments  through  May  22,  2002  in  exchange for a 2.00% increase in interest
rates,  a  deferred  fee  of $900 and warrants for 671,582 shares with a nominal
exercise  price.

     In connection with the amendments of the senior secured credit facility and
the  subordinated  notes,  GTCR  Fund IV has committed to loan to the Company $2
million  as  junior subordinated debt at an interest rate of 18.00%.  The junior
subordinated debt does not mature until 120 days after senior secured facilities
and  subordinated  notes are paid in full.  GTCR Fund IV will receive a deferred
fee  of  $450  and  warrants for 435,469 shares with a nominal exercise price in
exchange  for  its agreement to provide the Company with the junior subordinated
debt.


10.  EMPLOYEE  BENEFIT  PLANS

U.S.  AGGREGATES  INC.  401(K)  PLAN

     All  full-time employees other than certain union employees are eligible to
participate  in  the  U.S.  Aggregates,  Inc.  401(k)  Plan.  USAI  may  make
discretionary  contributions  each  year.  Participants  increase  their  vested
interest  in these discretionary contributions based upon years of employment in
which  at  least 1,000 hours are worked, and they become fully vested after five
years.  Participants  are  fully  vested  in their contributions.  For the years
ended  December 31, 2000, 1999 and 1998, USAI provided contributions of $0, $359
and  $334,  respectively.

SRM

     SRM maintains a benefit plan partially funded by key-man life insurance for
current  and  former  key  employees  of  SRM.  Benefits  under  the  plan  are
discretionary  and  are payable over a ten-year period upon retirement at age 65
or  upon  death.  As  of  December 31, 2000, 1999 and 1998, the present value of
long-term  benefits  payable  are  $46,  $42  and  $76,  respectively.

MULTIEMPLOYER  PLANS

     The  Company  participates  in  various  multiemployer  union pension plans
through two of its subsidiaries.  Contributions to these plans in 2000, 1999 and
1998  were  approximately  $864,  $842  and  $586,  respectively.


11.  INCOME  TAXES

     USAI  files  a  consolidated  federal tax return. Its subsidiaries file tax
returns  in  the  states  in  which  they  conduct  business.

     The  provision  for  income  taxes  for  2000, 1999 and 1998 is as follows:

             2000     1999    1998
           --------  ------  ------
Current:
  Federal  $     -   $1,197  $  884
  State          -       24     127
           --------  ------  ------
                 -    1,221   1,011
           --------  ------  ------
Deferred:
  Federal   (7,949)   6,187   2,197
  State     (1,291)     930     328
           --------  ------  ------
            (9,240)   7,117   2,525
           --------  ------  ------

           $(9,240)  $8,338  $3,536
           ========  ======  ======


                                     F - 17
<PAGE>


                     U.S. AGGREGATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

     The  provision for income taxes as reflected in the accompanying statements
of  operations  includes  the  following  components:

<TABLE>
<CAPTION>
                                                   2000     1999     1998
                                                 --------  -------  -------

<S>                                              <C>       <C>      <C>
(Benefit from) provision for income taxes . . .  $(9,065)  $8,499   $3,748
Benefit from income taxes on extraordinary item     (175)    (161)    (212)
                                                 --------  -------  -------
                                                 $(9,240)  $8,338   $3,536
                                                 ========  =======  =======
</TABLE>

     Significant components of the Company's deferred tax assets and liabilities
as  of  December  31  are  as  follows:

<TABLE>
<CAPTION>
                                               2000       1999
                                             ---------  ---------
<S>                                          <C>        <C>
Deferred tax assets:
  Accruals and reserves . . . . . . . . . .  $  1,000   $    980
  Alternative minimum tax credit. . . . . .     3,151      3,040
  Net operating loss. . . . . . . . . . . .    19,797      4,778
  Other . . . . . . . . . . . . . . . . . .        90      1,156
                                             ---------  ---------
    Total deferred tax assets . . . . . . .    24,038      9,954
                                             ---------  ---------

Deferred tax liabilities:
  Depreciation and depletion. . . . . . . .   (37,775)   (30,584)
  Book basis in fixed assets over tax basis   (27,384)   (30,846)
  Other . . . . . . . . . . . . . . . . . .    (6,256)    (3,928)
                                             ---------  ---------
    Total deferred tax liabilities. . . . .   (71,415)   (65,358)
                                             ---------  ---------

    Net deferred tax liability. . . . . . .  $(47,377)  $(55,404)
                                             =========  =========
</TABLE>

     The  reconciliation  of  the  statutory  rate  to  the effective rate is as
follows:

<TABLE>
<CAPTION>
                                             2000     1999     1998
                                           --------  -------  -------
<S>                                        <C>       <C>      <C>
Tax at federal statutory rate . . . . . .  $(8,428)  $7,995   $3,037
State taxes, net of federal benefit . . .     (839)     742      304
Effect of tax rate increase to 35 percent        -        -      546
Depletion . . . . . . . . . . . . . . . .     (433)    (408)    (491)
Other . . . . . . . . . . . . . . . . . .      460        9      140
                                           --------  -------  -------
                                           $(9,240)  $8,338   $3,536
                                           ========  =======  =======
</TABLE>

     At  December  31,  2000  and  1999  the  Company  had  net  operating  loss
carryforwards  of $51,756 and $12,492 available to offset future taxable income.
These  carryforwards  expire  through  2020.  Alternative  minimum  tax  credit
carryforwards  of  $3,151  and  $3,040  at  December  31,  2000 and 1999 have no
expiration  date. Prior to 1998, the Company provided federal income taxes using
a  rate  of  34%. In the year ended December 31, 1998 this rate was increased to
35%  and  deferred  taxes  were  adjusted  accordingly.


12.  CAPITAL  ACCOUNTS

COMMON  STOCK

     In August 1999, the company completed its initial public offering of common
stock.  The  Company  sold  5  million  shares  of  common  stock.


                                     F - 18
<PAGE>


                     U.S. AGGREGATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

     At  December  31,  2000 and 1999, the Company's $.01 par value common stock
authorized  was 100 million, with 14,908,222 shares outstanding, including 7,629
shares  of  treasury  stock.

     The Company had a stock purchase plan periodically made available to select
members  of  management.  Under  this  formula  plan, individuals are allowed to
purchase  stock  in  the  Company  or its subsidiaries.  The Company sold 43,190
shares  of  its  common stock under this program in 1997. Also 50 shares (12,120
equivalent  USAI  shares)  of  SRMHC  and  2,500  shares (46,757 equivalent USAI
shares)  of  WAHC  common  stock  were sold under this  program in 1998.  Shares
issued  under  this  program  were  generally sold for a combination of cash and
notes and were subject to vesting over a 6-year period.  The vested and unvested
shares  were  subject  to  various  call  or put options  upon termination.  The
repurchase price was at fair market value for vested shares or original cost for
unvested shares.  The total number of shares outstanding under this program were
43,190  and 17,276 unvested and vested for the Company, 3,857 (72,136 equivalent
USAI  shares)  and  952  (17,805 equivalent USAI shares) unvested and vested for
WAHC  and  170  (41,208  equivalent  USAI shares) and 67 (16,241 equivalent USAI
shares)  unvested  and vested for SRM.  Immediately prior to the consummation of
the  initial  public  offering,  the  employees' shares in subsidiary stock were
exchanged for stock of the Company, and the Company's and employees' rights with
regard  to  vested  shares  ceased.  The  plan  was  terminated.

PREFERRED  STOCK

     At  December  31,  2000  and  1999, the Company's $.01 par value non-voting
preferred  stock  authorized  was  10  million  shares  with 0 shares issued and
outstanding.  Aggregate  and per share cumulative preferred dividends in arrears
as  of  December  31  are  as  follows:

                                                         2000    1999     1998
                                                        ------  ------  --------
     Aggregate cumulative preferred dividends           $    -  $    -  $ 13,479
     Per preferred share cumulative preferred dividends      -       -     44.80

     The  preferred  stock  prior  to  redemption  was  reflected  as  Mandatory
Redeemable  Preferred  Stock  on  the  balance  sheet  and  was not considered a
component  of  Shareholders' Equity.  Dividends were accreted at a compound rate
of  10%  per  annum.

     Accumulated  accreted  dividends  of  $16,293  have  been  charged  against
retained  earnings  through  August  18,  1999,  the completion of the Company's
initial  public  offering,  at  which  time all preferred stock with accumulated
dividends  were  converted  into  common  shares.

WARRANTS

     In  connection  with the issuance of the subordinated notes, USAI issued to
Prudential Insurance warrants to purchase 286,380 shares of the Company's common
stock  at  a  nominal  cost.  These  warrants  were issued in 1998 and 1996.  In
September  1999,  22,800  shares  were  exercised.

     At  December  31,  2000  and 1999, there were 263,580 warrants outstanding.


                                     F - 19
<PAGE>


                     U.S. AGGREGATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

13.  INCOME  /  (LOSS)  PER  SHARE

     Statement  of  Financial  Accounting Standards No. 128, Earnings Per Share,
requires  dual  presentation of basic and diluted earnings / (loss) per share on
the  face  of the income statement.  The reconciliation between the computations
is  as  follows:

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                          -----------------------------------------------------------------------------------------
                                                         2000                          1999                        1998
                                          -------------------------------  ---------------------------  ---------------------------
                                                                PER SHARE                    PER SHARE                    PER SHARE
                                            LOSS       SHARES     AMOUNT   INCOME    SHARES    AMOUNT   INCOME    SHARES    AMOUNT
                                          ---------  ----------  --------  -------  ---------  -------  -------  ---------  -------
<S>                                       <C>        <C>         <C>       <C>      <C>        <C>      <C>      <C>        <C>
Income (loss) before extraordinary item.  $(16,833)                        $14,197                      $ 4,832
  Less: Accretion of preferred stock
    dividend . . . . . . . . . . . . . .         -                           2,814                        4,097
                                          ---------                        -------                      -------
Basic income (loss) before extraordinary
  item available for common shareholders   (16,833)  14,900,593  $ (1.13)   11,383  9,522,156  $  1.20      735  6,136,630  $  0.12
Effect of dilutive securities. . . . . .                      -                       277,661                      245,464
                                                     ----------                     ---------                    ---------
Dilutive income (loss) before
  extraordinary item available for
  common shareholders. . . . . . . . . .  $(16,833)  14,900,593  $ (1.13)  $11,383  9,799,817  $  1.16  $   735  6,382,094  $  0.11
                                          =========  ==========  ========  =======  =========  =======  =======  =========  =======
</TABLE>


     All  common  stock  equivalents  are  reflected in the Company's income per
share  calculations;  the  Company  had no anti-dilutive common stock equivalent
shares  in  1999  and  1998.  However  in  2000,  the  Company  had  287,418  of
anti-dilutive  common  stock  equivalent  shares.

     Net  income  per share for all periods presented and all share data reflect
the  Company's  30.0347 for 1 stock split effective at the time of the Company's
initial  public  offering  of  common  stock.


14.  CONCENTRATION  OF  CREDIT  RISK

     Financial  instruments  that  potentially subject USAI to concentrations of
credit  risk  consist  primarily  of  cash  and  trade  receivables.

     USAI  places its cash on deposit with credit-worthy financial institutions,
in  accounts  or  instruments  with  maturities  of  three  months  or  less.
Concentration of credit risk with respect to trade receivables is limited due to
the  large  number  of  customers  who service a large base of clients dispersed
across  many  different  industries throughout the southeastern and southwestern
sections  of  the  United  States.


15.  COMMITMENTS  AND  CONTINGENCIES

     USAI  and  its  subsidiaries lease office facilities, trucks, equipment and
certain  quarry  sites under operating lease arrangements.  Lease expense (other
than royalties) was $10,323, $11,154 and $8,951 for the years ended December 31,
2000,  1999  and  1998,  respectively.  Total  future  minimum  rentals  under
noncancelable  operating  leases  as  of  December  31,  2000  are:


2001 . . .  $ 14,653
2002 . . .    14,509
2003 . . .    14,708
2004 . . .    13,200
2005 . . .     9,763
Thereafter    57,643
            --------
            $124,476
            ========

     The  Company operates several quarries on land owned entirely or in part by
unrelated  third  parties.  Pursuant  to  related  agreements,  the Company pays
monthly  royalties  to  the owner based on the quantity of aggregates sold.  The


                                     F - 20
<PAGE>


                     U.S. AGGREGATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

initial terms of these agreements range from 5 to 40 years and generally include
renewal  options.  The minimum royalty payments are included in the above table.
Royalty  expenses recorded pursuant to these arrangements in 2000, 1999 and 1998
totaled  $7,448,  $5,740  and  $4,748,  respectively.

     USAI  and  its  subsidiaries  are  subject  to various laws and regulations
relating  to  the protection of the environment.  It is not possible to quantify
with  certainty the potential impact of actions regarding environmental matters,
particularly  any  future  remediation  and  other  compliance  efforts.  In the
opinion  of management, future compliance with existing environmental protection
laws  will  not  have  a  material  adverse effect on the financial condition or
results  of  operations  of  USAI.

     The  Company has a quarry under development in DeKalb County, Georgia which
is  inactive  but  currently  permitted  as a dimensional stone quarry site. The
Company  intends  to  file a lawsuit against the county regarding a dispute over
the issuance of a blasting permit to start a crushed stone operation. The DeKalb
site  development-stage  activities  to  date  have  consisted primarily of site
preparation  work  such  as road construction, the placement of scales and legal
fees.  DeKalb  has  also  made advance minimum royalty payments under a sublease
agreement to be applied against payments due upon the commencement of operations
at  this  site. Capitalized costs as of December 31, 2000 and 1999 in connection
with  this site were $1,794 and $1,636, respectively. Management feels that they
will  eventually  open  the  quarry;  however,  in  the event that DeKalb is not
permitted to conduct operations at this quarry, the quarry will likely be leased
to  a  dimensional  stone  producer.

     USAI is subject to various legal proceedings and claims that have arisen in
the  ordinary  course  of its business and have not been finally adjudicated. In
the  opinion  of  management, it is possible that the liabilities resulting from
one  or  more of these legal matters could have a material adverse effect on the
Company's  business,  financial  condition  or  results of operations.  In these
cases,  management cannot estimate the amount of loss, or range of loss, that is
reasonably  possible  for  these  matters.


16.  RELATED-PARTY  TRANSACTIONS

     In August 1999, immediately prior to the Company's initial public offering,
all  notes  receivable  pertaining  to the purchase of SRMHC's and WAHC's common
stock  were  transferred  to  USAI.

     Included  in  long-term  debt  is $0 and $2,033 as of December 31, 2000 and
1999 that is due to employees or shareholders who were former owners of acquired
companies.

     An executive officer and director of the Company has a minority interest in
Dekalb  Stone,  Inc.,  a  company  in  which  U.S.  Aggregates  is  the majority
shareholder.

     USAI  pays  an  advisory  fee  to  one of its major shareholders.  Such fee
amounted  to  $0  for  the year ended December 31, 2000 and $150 for each of the
years ended December 31, 1999 and 1998.  Also, USAI paid advisory and other fees
of  approximately  $101,  $416 and $404 to a common and preferred shareholder of
USAI for each of the years ended December 31, 2000, 1999 and 1998, respectively.
These  fees  were  paid  in  connection  with  various  financing  transactions
undertaken  by  USAI  during  these  years.  The wife of one executive acts as a
financial  advisor  to the Company.  This advisor was paid a total of $125, $144
and  $151  in 2000, 1999 and 1998, respectively, for financial advisory services
provided.


17.  U.S.  AGGREGATES,  INC.  LONG-TERM  INCENTIVE  PLAN

     The  Board  of  Directors and the Company adopted the U.S. Aggregates, Inc.
1999  Long Term Incentive Plan, whereby the Company is authorized to issue up to
700,840  shares  of the Company at a price equal to the fair market value of the
stock  on  the  date of grant.  This plan terminates at the close of business on
August  10,  2009.  The  vesting  period  for options granted under this plan is
three years for employees of the Company and immediately upon the grant date for
outside  directors.  Options  granted  under  this  plan  are  accounted  for in
accordance  with APB. No. 25 wherein no compensation expense would be recognized
for  options  issued  to  employees.


                                     F - 21
<PAGE>


                     U.S. AGGREGATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

     In  1999,  the  compensation  committee  of  the Board of Directors granted
287,836  options  under  the plan to certain employees of the company and 15,000
options  to  certain  directors.  In  2000,  3,000  options  were  granted  to a
director.  Pro  forma  information regarding net earnings and earnings per share
is required by SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123),
and  has  been determined as if the Company had accounted for its employee stock
options  under  the  fair  value  method  of that statement.  The fair value for
options  was  estimated  at  the  date of the grant using a Black-Scholes option
pricing  model  with  the  following  weighted-average  assumptions:  risk-free
interest rate of 5.15%; dividend yield of 0%; volatility factors of the expected
market  price  of  the  Company's  common stock of 57.1%; and a weighted-average
expected  life  of  the  options  of  three  years.

     For  purposes  of  pro  forma  disclosures, the estimated fair value of the
options  is  amortized to expense over the options' vesting period.  The effects
of  applying  SFAS 123 on a pro forma basis would have decreased net earnings by
approximately $422 and $229 in 2000 and 1999, respectively.  The impact on basic
and  diluted  earnings  per  share  would  have  been  a $.03 and $.03 decrease,
respectively  in  2000,  and  a  $.02  and  $.01 decrease, respectively in 1999.

     A summary of the Company's stock option activity, related information as of
December  31,  2000  and  1999  and changes during the years is presented below:
<TABLE>
<CAPTION>

                                                   2000                 1999
                                           -------------------  -------------------
                                                     WEIGHTED             WEIGHTED
                                                      AVERAGE              AVERAGE
                                                     EXERCISE             EXERCISE
                                            SHARES     PRICE     SHARES     PRICE
                                           --------  ---------  --------  ---------
<S>                                        <C>       <C>        <C>       <C>
Outstanding at beginning of year. . . . .   292,336  $   14.73         -  $       -
  Granted at fair value . . . . . . . . .     3,000  $   15.75   302,836  $   14.74
  Exercised . . . . . . . . . . . . . . .         -  $       -         -  $       -
  Forfeited . . . . . . . . . . . . . . .    22,000  $   15.00    10,500  $   15.00
                                           --------             --------
Outstanding at year end . . . . . . . . .   273,336  $   14.72   292,336  $   14.73
                                           ========             ========

Options exercisable at year end . . . . .   100,612  $   14.50         -  $       -
Weighted-average grant date fair value of
  each option granted during the year . .  $   6.73             $   6.66

</TABLE>

     The  following table summarizes information about stock options outstanding
and  exercisable  at  December  31,  2000:
<TABLE>
<CAPTION>

                        OPTIONS OUTSTANDING        OPTIONS EXERCISABLE
                 --------------------------------  -------------------
                            WEIGHTED
                            AVERAGE     WEIGHTED             WEIGHTED
                 NUMBER    REMAINING     AVERAGE    NUMBER    AVERAGE
                   OF     CONTRACTUAL   EXERCISE      OF     EXERCISE
EXERCISE PRICE   SHARES   LIFE (YEARS)    PRICE     SHARES     PRICE
---------------  -------  ------------  ---------  --------  ---------
<S>              <C>      <C>           <C>        <C>       <C>
$11.47 . . . .    22,500          8.61  $   11.47    15,000  $   11.47
$15.00 . . . .   247,836          8.61  $   15.00    82,612  $   15.00
$15.75 . . . .     3,000          8.61  $   15.75     3,000  $   15.75
                 -------                           --------

 Total. . . . .  273,336          8.61          -   100,612  $   14.50
                 =======                           ========
</TABLE>


                                     F - 22
<PAGE>


18.  QUARTERLY  INFORMATION  (UNAUDITED)

     These  amounts  have  been  restated  from  those  previously  reported.

<TABLE>
<CAPTION>

                                                              QUARTER ENDED
                                          ------------------------------------------------------
                                           MARCH 31,   JUNE 30,   SEPTEMBER 30,    DECEMBER 31,
                                          -----------  ---------  --------------  --------------
<S>                                       <C>          <C>        <C>             <C>
2000
Net sales. . . . . . . . . . . . . . . .  $   54,586   $  83,423  $       92,966  $      60,714
Gross profit . . . . . . . . . . . . . .       9,254      21,356          20,153          5,552
Income (loss) before extraordinary item.      (5,087)      3,105           1,682        (16,533)
Net income (loss). . . . . . . . . . . .      (5,087)      3,105           1,682        (16,859)

Income (loss) before extraordinary item
  available for common shareholders
  per share
    -basic . . . . . . . . . . . . . . .  $    (0.34)  $    0.21  $         0.11  $       (1.11)
    -diluted . . . . . . . . . . . . . .  $    (0.34)  $    0.20  $         0.11  $       (1.11)

1999
Net sales. . . . . . . . . . . . . . . .  $   51,311   $  80,366  $       96,952  $      79,963
Gross profit . . . . . . . . . . . . . .      11,461      23,512          28,986         20,545
Income (loss) before extraordinary item.      (1,675)      4,799           8,071          3,002
Net income (loss). . . . . . . . . . . .      (1,675)      4,799           7,807          3,002

Income (loss) before extraordinary item
  available for common shareholders
  per share
    -basic . . . . . . . . . . . . . . .  $    (0.45)  $    0.60  $         0.69  $        0.20
    -diluted . . . . . . . . . . . . . .  $    (0.45)  $    0.57  $         0.67  $        0.20
</TABLE>


19.  SUBSEQUENT  EVENTS  (UNAUDITED)

     The Company has experienced a substantial loss of $43,413 for the six month
period  ended  June  30, 2001 and has used $20,337 of cash in operations for the
same  period.  These  results are substantially less favorable than management's
earlier  forecasts prepared in April 2001.  Since April 18, 2001 the Company has
been required to twice amend its debt agreements to provide additional liquidity
and  obtain  a  waiver for noncompliance with certain financial and nonfinancial
covenants.

     The  Company  has  entered  into  a  definitive  agreement  to  sell  its
southeastern  operations.  Consummation  of  the  agreement  is  subject  to
shareholder  approval.  The  ability  of  the  Company to continue its remaining
business  is  dependent upon consummation of the transaction and upon reaching a
satisfactory  agreement  with  its  lenders regarding the allocation between the
lenders  and the Company of the proceeds to be received from the sale.  There is
no  assurance  that the transaction will be consummated or that the Company will
be  able  to  negotiate  such  an  agreement  with  its  lenders.

     In  the  event  the sale transaction is not consummated or the net proceeds
from the transaction fall short of expectations, the Company will need to obtain
additional sources of financing which may involve the sale of additional assets.
There is no assurance that such financing will be available or, if available, on
terms  favorable  to  the  Company.  If  the  Company  is  unable to obtain such
additional  financing, there would be a material adverse effect on the Company's
business,  financial  condition  and  results  of  operations.


                                     F - 23
<PAGE>


                     U.S. AGGREGATES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

     The  above  matters  raise substantial doubt about the Company's ability to
continue  as  a  going  concern.  The  accompanying  financial statements do not
include  any  adjustments  relating  to the recoverability and classification of
asset  carrying  amounts  or  the  amount and classification of liabilities that
might  result  should  the  Company  be  unable  to continue as a going concern.



                                     F - 24
<PAGE>


                                  EXHIBIT INDEX


Exhibit  No.   Description
------------   -----------

3.1*           Form  of  Restated  Certificate  of  Incorporation of the Company
               (Amendment  No.  1  to  Form  S-1  (Reg.  No. 333-79209), Exhibit
               3.1(vi),  filed  July  14,  1999)

3.2*           Form  of  Restated  By-laws  of  the  Company (Amendment No. 1 to
               Form  S-1  (Reg.  No.  333-79209),  Exhibit  3.2(ii),  filed July
               14,  1999)

4.1(i)*        Third  Amended  and  Restated  Credit  Agreement dated as of June
               5,  1998  by  and  among  the  Company,  various  financial
               institutions  and  Bank  of  America  National  Trust and Savings
               Association,  individually  and  as  agent  (Amendment  No.  1 to
               Form  S-1  (Reg.  No.  333-79209),  Exhibit  4.1(i),  filed  July
               14,  1999)

4.1(ii)*       First  Amendment  to  Third  Amended  and  Restated  Credit
               Agreement  dated  as  of  April  14,  1999  by  and  among  the
               Company,  various  financial  institutions  and  Bank  of America
               National  Trust  and  Savings  Association,  individually  and as
               agent  (Amendment  No.  1  to  Form  S-1  (Reg.  No.  333-79209),
               Exhibit  4.1(ii),  filed  July  14,  1999)

4.1(iii)*      Second  Amendment  to  Third  Amended  and  Restated  Credit
               Agreement  dated  as  of  August  12,  1999  by  and  among  the
               Company,  various  financial  institutions  and  Bank  of America
               National  Trust  and  Savings  Association,  individually  and as
               agent (Annual  Report  on  Form  10-K  for  the  Year Ended
               December 31, 1999, Exhibit 4.1(iii),  filed  March  16,  2000)

4.1(iv)*       Third  Amendment  to  Third  Amended  and  Restated  Credit
               Agreement  dated  as  of  January  13,  2000  by  and  among  the
               Company,  various  financial  institutions  and  Bank  of America
               National  Trust  and  Savings  Association,  individually  and as
               agent (Annual  Report  on  Form  10-K  for  the  Year Ended
               December 31, 1999, Exhibit 4.1(iv),  filed  March  16,  2000)

4.1(v)*        Fourth  Amendment  to  Third  Amended  and  Restated  Credit
               Agreement  dated  as  of  September 29, 2000  by  and  among  the
               Company,  various  financial  institutions  and  Bank  of America
               National  Trust  and  Savings  Association,  individually  and as
               Agent  (Form  8-k,  Exhibit  10.1,  Filed  November  28,  2000)

4.2*           Amended  and  Restated  Security  Agreement  dated  as of June 5,
               1998  by  and  among  the  Company,  its subsidiaries and Bank of
               America  National  Trust  and  Savings  Association  (Amendment
               No.  1  to  Form  S-1  (Reg.  No.  333-79209), Exhibit 4.2, filed
               July  14,  1999)

4.3*           Amended  and  Restated  Company  Pledge  Agreement  dated  as  of
               June  5,  1998  by  and  between  the Company and Bank of America
               National  Trust  and  Savings  Association  (Amendment  No.  1 to
               Form  S-1  (Reg.  No.  333-79209),  Exhibit  4.3,  filed July 14,
               1999)

4.4*           Amended  and  Restated  Subsidiary  Pledge  Agreement dated as of
               June  5,  1998  by  and  among  Western Aggregates Holding Corp.,
               Western  Rock  Products  Corp.,  SRM  Holdings  Corp.,  Southern
               Ready  Mix,  Inc.,  Monroc,  Inc.  and  Bank  of America National
               Trust  and  Savings  Association  (Amendment  No.  1  to Form S-1
               (Reg.  No.  333-79209),  Exhibit  4.4,  filed  July  14,  1999)

4.5*           Amended  and  Restated  Shareholder  Pledge  Agreement  dated  as
               of  June  5,  1998  by  and  among  Western  Aggregates  Holding
               Corp.'s  stockholders,  SRM  Holdings  Corp.'s  stockholders  and
               Bank  of  America  National  Trust  and  Savings  Association
               (Amendment  No.  1  to  Form  S-1  (Reg.  No. 333-79209), Exhibit
               4.5,  filed  July  14,  1999)


                                        1
<PAGE>


4.6*           Amended  and  Restated  Guaranty  dated  as  of  June  5, 1998 by
               and  among  the  Company's  subsidiaries,  various  financial
               institutions  and  Bank  of  America  National  Trust and Savings
               Association  (Amendment  No.  1  to  Form  S-1  (Reg.  No.  333-
               79209),  Exhibit  4.6,  filed  July  14,  1999)

4.7(i)*        Amended  and  Restated  Note  and  Warrant  Purchase  Agreement
               dated  as  of  June  5,  1998  by and between the Company and The
               Prudential  Insurance  Company  of  America  (Amendment  No. 1 to
               Form  S-1  (Reg.  No.  333-79209),  Exhibit  4.7(i),  filed  July
               14,  1999)

4.7(ii)*       Amendment  No.  1  to  Amended  and  Restated  Note  and  Warrant
               Purchase  Agreement  dated  as  of  April 14, 1999 by and between
               the  Company  and  The  Prudential  Insurance  Company of America
               (Amendment  No.  1  to  Form  S-1  (Reg.  No. 333-79209), Exhibit
               4.7(ii),  filed  July  14,  1999)

4.7(iii)*      Waiver  under  Note  Agreement  dated  as  of  April  15, 1999 by
               and  between  the  Company  and  The Prudential Insurance Company
               of  America  (Amendment  No.  1  to  Form  S-1  (Reg.  No.  333-
               79209),  Exhibit  4.7(iii),  filed  July  14,  1999)

4.7(iv)*       Amendment  No.  2  to  Amended  and  Restated  Note  and  Warrant
               Purchase  Agreement  dated  as  of  August  12,  1999  by  and
               between  the  Company  and  The  Prudential  Insurance Company of
               America (Annual  Report  on  Form  10-K  for  the  Year Ended
               December 31, 1999, Exhibit 4.7(iv),  filed  March  16,  2000)

4.7(v)*        Amendment  No.  3  to  Amended  and  Restated  Note  and  Warrant
               Purchase  Agreement  dated  as  of  September 29,  2000  by  and
               between  the  Company  and  The  Prudential  Insurance Company of
               America  (Form  8-k,  Exhibit  10.2,  Filed  November  28,  2000)

4.8*           Amended  and  Restated  Guaranty  dated  as  of  June  5, 1998 by
               and  among  the  Company's  subsidiaries  and  The  Prudential
               Insurance  Company  of  America  (Amendment  No.  1  to  Form S-1
               (Reg.  No.  333-79209),  Exhibit  4.8,  filed  July  14,  1999)

4.9(i)*        Registration  Rights  and  Stockholders'  Agreement  dated  as of
               November  21,  1996  by  and  among  the  Company,  the Company's
               stockholders  and  The  Prudential  Insurance  Company of America
               (Amendment  No.  1  to  Form  S-1  (Reg.  No. 333-79209), Exhibit
               4.9(i),  filed  July  14,  1999)

4.9(ii)*       First  Amendment  to  Registration  Rights  and  Stockholders'
               Agreement  dated  as  of  June  5,  1998  by  and  among,  the
               Company,  the  Company's  stockholders  and  The  Prudential
               Insurance  Company  of  America  (Amendment  No.  1  to  Form S-1
               (Reg.  No.  333-79209),  Exhibit  4.9(ii),  filed  July 14, 1999)

4.10*          Warrant  Agreement  dated  as  of  November  21,  1996  by  and
               between  the  Company  and  The  Prudential  Insurance Company of
               America  (Amendment  No.  1  to  Form  S-1  (Reg. No. 333-79209),
               Exhibit  4.10,  filed  July  14,  1999)

4.11*          Warrant  Agreement  dated  as  of  June  5,  1998  by and between
               the  Company  and  The  Prudential  Insurance  Company of America
               (Amendment  No.  1  to  Form  S-1  (Reg.  No. 333-79209), Exhibit
               4.11,  filed  July  14,  1999)

4.12*          Letter  Agreement  dated  as  of  April  15,  1999  by  and among
               Golder,  Thoma,  Cressey,  Rauner  Fund  IV,  L.P.,  Harris Trust
               and  Savings  Bank,  Bank  of  America National Trust and Savings
               Association,  as  Agent,  The  Prudential  Insurance  Company  of
               America  and  the  Company  (Amendment  No.  1  to Form S-1 (Reg.
               No.  333-79209),  Exhibit  4.12,  filed  July  14,  1999)

4.13*          Floating  Rate  Loan  -  Procedures  Letter dated as of April 15,
               1999  by  and  between  Harris  Trust  and  Savings  Bank and the
               Company  (Amendment  No.  1  to  Form  S-1  (Reg. No. 333-79209),
               Exhibit  4.13,  filed  July  14,  1999)


                                        2
<PAGE>


4.14*          Guaranty,  dated  April  15,  1999,  in favor of Harris Trust and
               Savings  Bank  executed  by  Golder,  Thoma,  Cressey,  Rauner
               Fund,  IV,  L.P.  (Amendment  No.  1  to  Form S-1 (Reg. No. 333-
               79209),  Exhibit  4.14,  filed  July  14,  1999)

10.1*          Form  of  Underwriting  Agreement  among  the  Company,  the
               Selling  Stockholders,  BT  Alex  Brown  Incorporated,  The
               Robinson-Humphrey  Company,  LLC  and  J.  Henry  Schroder  & Co.
               Limited  (Form  S-1  (Reg.  No.  333-79209),  Exhibit  1.1, filed
               May  24,  1999)

10.2*          Equity  Purchase  Agreement  dated  as  of  January  24,  1994
               between  the  Company  and  Golder,  Thoma,  Cressey, Rauner Fund
               IV,  L.P.  (Form  S-1  (Reg.  No. 333-79209), Exhibit 10.2, filed
               May  24,  1999)

10.3*          Stockholders  Agreement  dated  as  of  January  24,  1994 by and
               among  the  Company  and  Golder,  Thoma,  Cressey,  Rauner  Fund
               IV,  L.P.  and  certain  Executives  named  therein  (Form  S-1
               (Reg.  No.  333-79209),  Exhibit  10.3,  filed  May  24,  1999)

10.4*          Stockholders  Joinder  Agreement  dated  as  of August 1, 1994 by
               and  among  the  Company,  Golder,  Thoma,  Cressey,  Rauner Fund
               IV,  L.P.  and  Edward  A.  Dougherty  (Form  S-1  (Reg. No. 333-
               79209),  Exhibit  10.4,  filed  May  24,  1999)

10.5*          Stockholders  Joinder  Agreement  dated  as  of August 5, 1994 by
               and  among  the  Company,  Golder,  Thoma,  Cressey,  Rauner Fund
               IV,  L.P.  and  Morris  L.  Bishop  (Form  S-1  (Reg.  No.  333-
               79209),  Exhibit  10.5,  filed  May  24,  1999)

10.6*          Stockholders  Joinder  Agreement  dated  as  of  October 31, 1994
               by  and  among  the  Company,  Golder,  Thoma,  Cressey,  Rauner
               Fund  IV,  L.P.  and  Charles  R. Pullin (Form S-1 (Reg. No. 333-
               79209),  Exhibit  10.6,  filed  May  24,  1999)

10.7*          Stockholders  Joinder  Agreement  dated  as  of  July 31, 1998 by
               and  among  the  Company,  James  A.  Harris  and James A. Harris
               Grantor  Retained  Annuity  Trust  (Form  S-1  (Reg.  No.  333-
               79209),  Exhibit  10.7,  filed  May  24,  1999)

10.8*          Stockholders  Joinder  Agreement  dated  as  of  October  1, 1998
               by  and  among  the  Company,  James  A.  Harris and The James A.
               Harris  Charitable  Remainder  Unitrust  (Form S-1 (Reg. No. 333-
               79209),  Exhibit  10.8,  filed  May  24,  1999)


10.9*          Registration  Rights  Agreement  dated  as  of  January  24, 1994
               by  and  among  the  Company  and  Golder, Thoma, Cressey, Rauner
               Fund  IV,  L.P.  and  certain  Executives named therein (Form S-1
               (Reg.  No.  333-79209),  Exhibit  10.9,  filed  May  24,  1999)

10.10*         Registration  Rights  Joinder  Agreement  dated  as  of August 1,
               1994  by  and  among  the  Company,  Golder,  Thoma,  Cressey,
               Rauner  Fund  IV,  L.P.  and  Edward A. Dougherty (Form S-1 (Reg.
               No.  333-79209),  Exhibit  10.10,  filed  May  24,  1999)

10.11*         Registration  Rights  Joinder  Agreement  dated  as  of August 5,
               1994  by  and  among  the  Company,  Golder,  Thoma,  Cressey,
               Rauner  Fund  IV,  L.P.  and  Morris  L.  Bishop  (Form S-1 (Reg.
               No.  333-79209),  Exhibit  10.11,  filed  May  24,  1999)

10.12*         Registration  Rights  Joinder  Agreement  dated  as  of  October
               31,  1994  by  and  among  the  Company,  Golder, Thoma, Cressey,
               Rauner  Fund  IV,  L.P.  and  Charles  R.  Pullin (Form S-1 (Reg.
               No.  333-79209),  Exhibit  10.12,  filed  May  24,  1999)

10.13*         Senior  Management  Agreement  dated  as  of  January 24, 1994 by
               and  between  the  Company  and  James  A. Harris (Form S-1 (Reg.
               No.  333-79209),  Exhibit  10.13,  filed  May  24,  1999)


                                        3
<PAGE>


10.15*         Senior  Management  Agreement  dated  as  of November 20, 1996 by
               and  between  the  Company  and  James  A. Harris (Form S-1 (Reg.
               No.  333-79209),  Exhibit  10.15,  filed  May  24,  1999)

10.16*         Senior  Management  Agreement  dated  as  of  January 24, 1994 by
               and  between  the  Company  and  Michael J. Stone (Form S-1 (Reg.
               No.  333-79209),  Exhibit  10.16,  filed  May  24,  1999)

10.18*         Senior  Management  Agreement  dated  as  of November 20, 1996 by
               and  between  the  Company  and  Michael J. Stone (Form S-1 (Reg.
               No.  333-79209),  Exhibit  10.18,  filed  May  24,  1999)

10.19*         Senior  Management  Agreement  dated  as  of  August  5,  1994 by
               and  between  the  Company  and  Morris  L. Bishop, Jr. (Form S-1
               (Reg.  No.  333-79209),  Exhibit  10.19,  filed  May  24,  1999)

10.20*         Senior  Management  Agreement  dated  as  of  October  1, 1997 by
               and  between  the  Company  and  Morris  L. Bishop, Jr. (Form S-1
               (Reg.  No.  333-79209),  Exhibit  10.20,  filed  May  24,  1999)

10.21*         Executive  Stock  Pledge  Agreement  dated  as  of  January  24,
               1994  by  and  between  the  Company and James A. Harris (Form S-
               1  (Reg.  No.  333-79209),  Exhibit  10.21,  filed  May 24, 1999)

10.22*         Executive  Stock  Pledge  Agreement  dated  as of May 10, 1994 by
               and  between  the  Company  and  James  A. Harris (Form S-1 (Reg.
               No.  333-79209),  Exhibit  10.22,  filed  May  24,  1999)

10.23*         Executive  Stock  Pledge  Agreement  dated  as  of  November  20,
               1996  by  and  between  the Company and James A. Harris. (Form S-
               1  (Reg.  No.  333-79209),  included  as  Exhibit  B  to  exhibit
               10.15,  filed  May  24,  1999)

10.24*         Executive  Stock  Pledge  Agreement  dated  as  of  January  24,
               1994  by  and  between  the Company and Michael J. Stone (Form S-
               1  (Reg.  No.  333-79209),  Exhibit  10.24,  filed  May 24, 1999)

10.25*         Executive  Stock  Pledge  Agreement  dated  as of May 10, 1994 by
               and  between  the  Company  and  Michael J. Stone (Form S-1 (Reg.
               No.  333-79209),  Exhibit  10.25,  filed  May  24,  1999)

10.26*         Executive  Stock  Pledge  Agreement  dated  as  of  November  20,
               1996  by  and  between  the  Company  and Michael J. Stone. (Form
               S-1  (Reg.  No.  333-79209),  included  as  Exhibit  B to exhibit
               10.,  filed  May  24,  1999)

10.27*         Executive  Stock  Pledge  Agreement  dated  as  of August 5, 1994
               by  and  between  the  Company and Morris L. Bishop, Jr. (Form S-
               1  (Reg.  No.  333-79209),  Exhibit  10.27,  filed  May 24, 1999)

10.28*         Executive  Stock  Pledge  Agreement  dated  as  of  November  20,
               1996  by  and  between  the  Company  and  Morris  L. Bishop, Jr.
               (Form  S-1  (Reg.  No.  333-79209),  included  as  Exhibit  B  to
               exhibit  10.43,  filed  May  24,  1999)

10.29*         Executive  Stock  Pledge  Agreement  dated  as of October 1, 1997
               by  and  between  the  Company and Morris L. Bishop, Jr. (Form S-
               1  (Reg.  No.  333-79209),  included  as  Exhibit  B  to  exhibit
               10.20,  filed  May  24,  1999)

10.30*         Promissory  Note  dated  as  of  January  24,  1994  by  James A.
               Harris  in  favor  of  the  Company  in  the  principal amount of
               $16,223.76.  (Form  S-1  (Reg.  No.  333-79209),  Exhibit  10.30,
               filed  May  24,  1999)

10.31*         Promissory  Note  dated  as  of  May  10, 1994 by James A. Harris
               in  favor  of  the  Company  in  the  principal  amount  of
               $121,638.24.  (Form  S-1  (Reg.  No.  333-79209),  Exhibit 10.31,
               filed  May  24,  1999)


                                        4
<PAGE>


10.32*         Promissory  Note  dated  as  of  November  20,  1996  by James A.
               Harris  in  favor  of  the  Company  in  the  principal amount of
               $8,096.89.  (Form  S-1  (Reg.  No.  333-79209),  included  as
               Exhibit  A  to  exhibit  10.15,  filed  May  24,  1999)

10.33*         Promissory  Note  dated  as  of  January  24,  1994 by Michael J.
               Stone  in  favor  of  the  Company  in  the  principal  amount of
               $10,809.18.  (Form  S-1  (Reg.  No.  333-79209),  Exhibit  10.33,
               filed  May  24,  1999)

10.34*         Promissory  Note  dated  as  of  May 10, 1994 by Michael J. Stone
               in  favor  of  the  Company  in  the  principal  amount  of
               $81,098.82.  (Form  S-1  (Reg.  No.  333-79209),  Exhibit  10.34,
               filed  May  24,  1999)

10.35*         Promissory  Note  dated  as  of  November  20, 1996 by Michael J.
               Stone  in  favor  of  the  Company  in  the  principal  amount of
               $8,096.89.  (Form  S-1  (Reg.  No.  333-79209),  included  as
               Exhibit  A  to  Exhibit  10.18,  filed  May  24,  1999)

10.36*         Promissory  Note  dated  August  5,  1994  by Morris L. Bishop in
               favor  of  the  Company  in  the  principal amount of $16,903.08.
               (Form  S-1  (Reg.  No.  333-79209),  Exhibit 10.36, filed May 24,
               1999)

10.37*         Promissory  Note  dated  November  20,  1996  by Morris L. Bishop
               in  favor  of  the  Company  in  the  principal  amount  of
               $9,940.05.  (Form  S-1  (Reg.  No.  333-79209),  included  as
               Exhibit  A  to  exhibit  10.43,  filed  May  24,  1999)

10.38*         Demand  Note  dated  October  1,  1997  by  Morris  L.  Bishop in
               favor  of  the  Company  in  the principal amount of $219,985.62.
               (Form  S-1  (Reg.  No.  333-79209),  included  as an exhibit A to
               exhibit  20,  filed  May  24,  1999)

10.39*         Amended  and  Restated  Employment  Agreement  dated  August  18,
               1999  with  James  A.  Harris  (Form  10-Q  for  the  Quarterly
               Period  Ended  September  30,  1999,  Exhibit  10.2,  filed
               November  12,  1999)

10.40*         Amended  and  Restated  Employment  Agreement  dated  August  18,
               1999  with  Michael  J.  Stone  (Form  10-Q  for  the  Quarterly
               Period  Ended  September  30,  1999,  Exhibit  10.3, November 12,
               1999)

10.41*         Amended  and  Restated  Employment  Agreement  dated  August  18,
               1999  with  Morris  L.  Bishop,  Jr. (Form 10-Q for the Quarterly
               Period  Ended  September  30,  1999,  Exhibit  10.4, November 12,
               1999)

10.42(i)*      Agreement  and  Plan  of  Merger  dated as of January 29, 1998 by
               and  among  the  Company,  Western  Acquisition, Inc. and Monroc,
               Inc.  (Form  S-1  (Reg.  No.  333-79209), Exhibit 10.42(i), filed
               May  24,  1999)

10.42(ii)*     Amended  and  Restated  Agreement  and  Plan  of  Merger dated as
               of  March  4,  1998  by  and  among  the  Company,  Western
               Acquisition,  Inc.  and  Monroc,  Inc.  (Form  S-1 (Reg. No. 333-
               79209),  Exhibit  10.42(ii),  filed  May  24,  1999)

10.43*         Senior  Management  Agreement  dated  as  of November 20, 1996 by
               and  between  the  Company  and  Morris  L. Bishop, Jr. (Form S-1
               (Reg.  No.  333-79209),  Exhibit  10.43,  filed  May  24,  1999)

10.44*         Stockholders  Joinder  Agreement  dated  as  of December 31, 1997
               by  and  among  the  Company,  Golder,  Thoma,  Cressey,  Rauner
               Fund  IV,  L.P.  and  Jeanne  T.  Richey (Amendment No. 1 to Form
               S-1  (Reg.  No.  333-79209),  Exhibit  10.44,  filed  July  14,
               1999)


                                        5
<PAGE>


10.45*         Letter  Agreement  dated  as  of  April  18,  1998 by and between
               the  Company  and  Edward  A.  Dougherty (Amendment No. 1 to Form
               S-1  (Reg.  No.  333-79209),  Exhibit  10.45,  filed  July  14,
               1999)

10.46*         Letter  Agreement  dated  as  of  April  18,  1998 by and between
               the  Company  and  Edward  A.  Dougherty (Amendment No. 1 to Form
               S-1  (Reg.  No.  333-79209),  Exhibit  10.46,  filed  July  14,
               1999)

10.47*         Letter  Agreement  dated  as  of  December  30,  1998  by  and
               between  the  Company  and  Edward  A. Dougherty (Amendment No. 1
               to  Form  S-1  (Reg.  No.  333-79209),  Exhibit 10.47, filed July
               14,  1999)

10.49*         U.S.  Aggregates,  Inc.  1999  Long  Term  Incentive  Plan
               (Amendment  No.  4  to  Form  S-1  (Reg.  No. 333-79209), Exhibit
               10.49,  filed  August  12,  1999)

10.50*         Letter Agreement dated as of October 28, 1999 by and between the
               Company and Hobart Richey (Form  10-K405  for  the year ended
               December 31, 2000, Exhibit  10.50,  filed  April  18,  2001)

21.1*          Subsidiaries of the Company (Form 10-K405 for the year ended
               December 31, 2000, Exhibit 21.1, filed April 18, 2001)


23.1           Consent of Arthur Andersen LLP

*  Incorporated by reference to the filing indicated.


                                        6
<PAGE>