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

                                    FORM 10-K
            (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, 1999

                                       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 February 29, 2000, the aggregate market value of voting stock held by
non-affiliates  of  the  registrant,  based  upon  closing  sales  price for the
registrant's  common  stock,  as  reported  on  the New York Stock Exchange, was
approximately  $64,473,256 (calculated by excluding shares owned beneficially by
directors  and  officers).

     Number  of  shares  of registrant's common stock outstanding as of February
29, 2000  were  14,900,593.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions  of the registrant's annual proxy statement for the annual meeting
of  its  shareholders  to be held on May 16, 2000, are incorporated by reference
into  Part  III  of  this  Form  10-K.

<PAGE>

                     U.S. AGGREGATES, INC. AND SUBSIDIARIES
                                    FORM 10-K
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>

                                     CONTENTS



PART  ITEM                                                                  PAGE
<S>   <C>   <C>                                                             <C>
I        1  Business                                                           3
         2  Properties                                                         5
         3  Legal Proceedings                                                  7
         4  Submission of Matters to a Vote of Security Holders                7

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

III     10  Directors and Executive Officers of the Registrant                14
        11  Executive Compensation                                            14
        12  Security Ownership of Certain Beneficial Owners and Management    14
        13  Certain Relationships and Related Transactions                    14

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

        --  Signatures                                                        21
</TABLE>


                                        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 leading producer of aggregates and aggregate
related  products.  Aggregates  consist  of  crushed stone, sand and gravel.  In
1999,  the  Company  shipped  approximately  19.1  million  tons  of aggregates,
primarily  to  customers  in  nine Southeast and Mountain states, generating net
sales  and  income  from  operations  of  $298.2  million  and  $39.6  million,
respectively.  In  1999,  approximately  88%  of  the  aggregates shipped by the
Company  were  crushed  stone  or  sand  and  gravel, and approximately 12% were
unprocessed  material.

     On  August  18, 1999, U.S. Aggregates completed its initial public offering
(IPO),  in  which  it  issued and sold 5.0 million shares of its common stock at
$15.00  per share.  The net proceeds from the IPO (after underwriting discounts,
commission  and  offering  expenses  of  $9.3  million) were approximately $65.7
million.

     Our  products  are  used  primarily for the construction and maintenance of
highways  and  other  infrastructure projects and for commercial and residential
construction.  In  1999,  approximately  72%  of  our aggregates volume was sold
directly to customers.  The balance was used to produce asphalt, which generally
contains  approximately  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.

     Our  production capacity has increased to approximately 30 million tons per
year  since 1994 while unit costs have been reduced substantially from the level
of  costs  incurred  in  individual operations at the time they were acquired or
started.  This  cost  reduction  is  the  result  of  comprehensive mining plans
combined  with  the  installation  of  state of the art equipment permitting the
implementation  of  "best  practices"  throughout  our operations.  In addition,
asphalt  plants  and  transportation  infrastructure for delivery of asphalt and
concrete  have  been  upgraded.

     The  following  table shows, for the periods indicated, our 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,
                                                     ---------------------------------
                                                     1999   1998   1997   1996   1995
                                                     -----  -----  -----  -----  -----
                                                               (in millions)
<S>                                                  <C>    <C>    <C>    <C>    <C>
Tons of aggregates sold:
  Sold directly to customers. . . . . . . . . . . .  13.7   11.9    6.6    5.1    3.1
  Used internally . . . . . . . . . . . . . . . . .   5.4    3.9    2.9    2.1    1.7
                                                     -----  -----  -----  -----  -----
    Total tons of aggregates sold . . . . . . . . .  19.1   15.8    9.5    7.2    4.8
      Percentage of aggregates sold used internally  28.3%  24.7%  30.5%  29.2%  35.4%

Tons of asphalt sold. . . . . . . . . . . . . . . .   2.2    1.6    1.3    0.9    0.6
Yards of ready-mix concrete sold. . . . . . . . . .   1.8    1.4    0.9    0.9    0.8
</TABLE>

                                        3
<PAGE>

     We  believe  that  long-term,  high-quality aggregate reserves located near
customers  are  central  to  our  success.  Accordingly,  we have focused on the
acquisition and development of aggregate production sites and companies that are
well  positioned  to  serve  growing  markets.  Since  our  inception,  we  have
completed  and  integrated  28  business  and asset acquisitions, including both
operating  companies  and  aggregate  production  facilities.

     In 1999, U.S. Aggregates, Inc. made additional investments in its aggregate
quarries  located  in our operations in the Mountain states, including expansion
and  development  of  four of our crushed stone quarries and in our largest sand
and  gravel  operation  in  the Wasatch Front in Utah.  In addition, the Company
invested  in a new crushing plant and shipping facilities at its O'Neal, Alabama
site  and opened a new greenfield site in Pride, Alabama on the Tennessee River.
Aggregates  from  the  Pride location will be shipped by rail and barge to serve
areas  in  Alabama,  Tennessee,  Mississippi,  and  the  Gulf  Coast.  Four  new
distribution  yards  were  added  to provide for competitive modes of entry into
markets  in  Alabama,  Tennessee, and Mississippi.  These areas possess no local
rock  resources  capable  of  meeting  the  Superpave  standards  of new highway
construction.

     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  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.

     We  market our 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  our
aggregates  is  used  in  publicly  funded  projects.  A  decrease  or  delay in
government  funding  of  highway  construction  and  maintenance  and  other
infrastructure  projects  could  reduce our sales and profits.  Currently, we do
not  have  any  customers  that  account  for  more  than  10%  of  our  sales.

     A  material rise in the price or a material decrease in the availability of
oil could 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.

     Because  of  the  impact  of  high  transportation  costs on the aggregates
business, competition in each of our markets tends to be limited to producers in
proximity to our production facilities.  Although we experience   competition in
all  of  our markets, we believe that we are generally a leading producer in the
market  areas  we serve.  Competition is based primarily on aggregate production
site location and price, but quality of aggregates and level of customer service
are  also  important  factors.  We  compete  directly with a number of large and
small  producers  in  the  markets  we  serve.

     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.

     We  employ  approximately  2,000 employees, of whom approximately 1,600 are
hourly,  approximately  400 are salaried and 43 are part-time. Approximately 600
of  our  employees are represented by labor unions.  The expiration dates of the
various  labor  union  contracts  are from April 2000 through February 2003.  We
consider  our  relations  with  our  employees  to  be  good.

                                        4
<PAGE>

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.
We  continually  evaluate whether we must take additional steps at our locations
to  ensure  compliance  with  these  laws  and regulations.  We believe that our
operations  are  in  substantial compliance with applicable laws and regulations
and  that  any  noncompliance is not likely to have a material adverse effect on
our  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 our 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.  Recently,  the  Occupational  Safety  and  Health
Administration  has  announced  a  postponement of its stakeholder meetings from
Spring  to  Fall  of 2000 relating to the release of new rules to implement more
stringent  regulations.  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.

     Monroc,  Inc.,  one of our subsidiaries, previously owned approximately 9.9
acres of land located in Murray, Utah.  This land, together with the surrounding
land,  was  proposed  by  the Environmental Protection Agency for listing on the
National  Priorities  List  for  clean-up.  Mining slag containing certain heavy
metals had been deposited on all of these properties by a prior owner.  Pursuant
to  an agreement between U.S. Aggregates, surrounding landowners and the City of
Murray, and pursuant to a Remedial Design/Remedial Action Consent Decree entered
by the United States District Court for the District of Utah, Case Number 2:98CV
04158  on  August  19, 1998, between the Environmental Protection Agency and the
landowners, we agreed to dedicate some of the Murray property, approximately 1.8
acres,  for  a  roadway,  to  participate in a local improvement district and to
institute  institutional  controls,  all  of  which  have been accomplished.  In
return,  we  received  protection  against  claims  for contribution for matters
addressed  by  the  Consent  Decree  and  a  covenant not to sue from the United
States.


ITEM  2.     PROPERTIES

     In  1999,  we conducted mining operations at 26 aggregate production sites,
of  which  12  are located on property we own, two are on land owned in part and
leased  in part, 11 are on leased property, and one is on facilities leased on a
job  basis.  In  addition  to  our quarry sites, we own other real property.  In
total, we own 61 pieces of real property and lease property at 64 locations.  We
have  six  pieces of property, which are owned in part and leased in part.  Five
of  our  properties  have  mortgages  attached to the property.  Our significant
quarry  leases  expire  between  the  year  2012  to  2039 and in some cases are
renewable  for  additional  periods.  We  believe  that  no  single  aggregate
production  site  is  of  major  significance  to  our  operations.

                                        5
<PAGE>

     Our  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.  Our 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.

     We  own  approximately 600 million tons and lease approximately 700 million
tons  of  our  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  1999  extraction  rates.  With  minor exceptions, where lease options
total  less  than 20 years, we have developed and zoned additional reserves that
will  allow  us to serve our markets on a competitive basis and ensure long term
availability.  Generally,  reserves  at  our  aggregate  production  sites  are
adequate  for  in excess of 20 years production at 1999 rates of extraction.  At
one  of our quarries we are 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 our rights to mine reserves on these leased properties.  We
anticipate  fulfilling  these  minimum  extraction requirements during the lease
terms.

     The following table presents our aggregate reserves by market area.  The 50
million  tons listed as zoned and unpermitted refers to one site where zoning is
approved  for  the  entire  property, but the permit for the second phase of the
mine  plan  is  contingent  on  completion  of  the  first  phase.


                              U.S. AGGREGATES, INC.
                       AGGREGATES RESERVES BY MARKET AREA

<TABLE>
<CAPTION>
                                ZONED/      ZONED/
                               PERMITTED  UNPERMITTED  UNZONED  TOTAL
                               ---------  -----------  -------  -----
                                          (in million tons)
<S>                            <C>        <C>          <C>      <C>
Alabama . . . . . . . . . . .        450        50           -    500
Eastern Tennessee . . . . . .         72         -           -     72
Northern Utah . . . . . . . .        368         -           -    368
Central Utah. . . . . . . . .        111         -          54    165
So. Utah/SE Nevada/NW Arizona        126         -          83    209
Idaho . . . . . . . . . . . .         36         -           -     36
                               ---------     -----     -------  -----
  TOTAL . . . . . . . . . . .      1,163        50         137  1,350
                               =========     =====     =======  =====
</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.

     We  are  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.  In  some cases, depleted sites have been sold for
commercial  or  residential  properties  generating  additional  profits.
Historically,  we  have not incurred and do not anticipate incurring substantial
costs  in  excess  of  residual  land  values  in connection with the closing of
aggregate  operations  due  to  depletion  of  reserves.

     In 1999, the Company leased and developed four aggregate distribution yards
in  Tennessee,  Mississippi and Alabama to facilitate the shipment of aggregates
by rail and barge to growth areas in eastern Tennessee, eastern Mississippi, and
the  Gulf  Coast  of  Alabama.

     The  Company  has  two  aggregate production sites in Georgia.  One site is
leased  to  a  major building materials producer under a long-term lease and the
other  aggregate  production  site  is  not  anticipated  to  open  in  2000.


                                        6
<PAGE>

ITEM  3.     LEGAL PROCEEDINGS

     From  time to time, U.S. Aggregates and our subsidiaries have been involved
in  various  legal  proceedings relating to our and our subsidiaries' operations
and  properties, all of which we believe are routine in nature and incidental to
the  conduct  of  our and our subsidiaries' business.  Our and our subsidiaries'
ultimate  legal  and financial liability with respect to such proceedings cannot
be  estimated  with  certainty, but we believe, based on our 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  13:  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 1999.


                                        7
<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  February  29, 2000, the number of
shareholders  of  record approximated 44.  The closing price of the Common Stock
on  the New York Stock Exchange on February 29, 2000, was $14.94.  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                                   1999
     --------------                                   ----
                                            High                  Low
                                            ----                  ---

     September  30  (from  August  13)     $15.46                $11.78
     December  31                          $14.96                $ 9.48


     On December 15, 1999, the Board of Directors authorized a dividend of $0.03
per  share  of  common  stock  payable  January 10, 2000 to holders of record on
December  27,  1999.

     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,  will be within the discretion of the Board of Directors of
the  Company  and  will  depend  on  the  Company's  profitability,  capital
requirements,  financial  condition,  growth,  business  opportunities and other
factors  which  the  Board  of  Directors  may  deem  relevant.

     The  Company's  credit  facility  and  other debt documents will permit the
payment  of dividends subject to the following restrictions and limitations: The
Company  (1) is not in default under the credit agreement or senior subordinated
notes; (2) is in pro forma compliance with all financial covenants in the credit
agreement and senior subordinated notes; and (3) dividend payments do not exceed
15%  of  consolidated  net  income, excluding extraordinary items, for the prior
year.

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-22.

<TABLE>
<CAPTION>
                                                                YEARS ENDED DECEMBER 31,
                                                    -----------------------------------------------
                                                      1999      1998      1997      1996     1995
                                                    --------  --------  --------  --------  -------
                                                          (in thousands, except share amounts)
<S>                                                 <C>       <C>       <C>       <C>       <C>
Net sales. . . . . . . . . . . . . . . . . . . . .  $298,181  $228,739  $163,243  $131,710  $97,527
Income from continuing operations. . . . . . . . .    14,197     4,832     5,505     6,444    4,579

Income from continuing operations available
  for common shareholders per share
    -basic . . . . . . . . . . . . . . . . . . . .  $   1.20  $   0.12  $   0.29  $   0.57  $  0.44
    -diluted . . . . . . . . . . . . . . . . . . .  $   1.16  $   0.11  $   0.28  $   0.57  $  0.44

Total assets . . . . . . . . . . . . . . . . . . .  $414,928  $337,611  $172,266  $150,139  $83,560
Long-term obligations & redeemable preferred stock   160,312   229,353   126,115   110,123   66,139
Cash dividends declared per share. . . . . . . . .  $   0.03  $      -  $      -  $      -  $     -
</TABLE>

                                        8
<PAGE>

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


GENERAL

     We  conduct  our  operations  through  the  quarrying  and  distribution of
aggregate  products  in  nine states in two fast growing regions of the Mountain
states  and  the  Southeast.  Our  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.

     Over  the  last three years, our net sales and profitability have increased
as  a  result  of  internal  growth,  the  maturation  of our recently developed
aggregate  production  sites  and  the  completion of several business and asset
acquisitions.  In  February  1998,  we completed the acquisition of Falcon Ridge
Quarry,  Inc.  and  the acquisition of Geodyne Transport, Inc.  In June 1998, we
completed  our  largest  acquisition  to  date, Monroc, Inc. Collectively, these
acquisitions are referred to as the 1998 acquired businesses.  The 1998 acquired
businesses  and  the  start-up of three greenfield aggregate sites significantly
expanded  our  business  in  the Mountain states and increased our presence in a
number of local markets.  In 1999, we opened the quarry in Pride, Alabama on the
Tennessee  River.

     Since  1996,  we  have  started  nine major greenfield aggregate production
sites  serving  large  metropolitan  markets.  The  development  of  greenfield
aggregate production sites includes securing all necessary permits and zoning to
ensure  that  commercially  economic  quantities  of aggregates can be produced.
These  new sites include both sites which have never been permitted or mined, as
well  as sites which may have been properly zoned, but either were not operating
or  were not operating at sufficient volumes to be economically viable. Based on
our  experience,  a  new  aggregate  production  site's net sales, cash flow and
profitability  tend  to  increase  over  the  first  five  years of operation as
production  increases  and  the  site  matures.

     Our  business  is seasonal, with peak sales and profits occurring primarily
in the months of April through November.  Accordingly, our results of operations
for  any individual quarter are not indicative of our results for the full year.


RESULTS  OF  OPERATIONS

     The  following table presents net sales, gross profit, selling, general and
administrative  expenses,  depreciation, depletion and amortization, income from
operations,  and  net  interest  expense  for  U.S.  Aggregates:

<TABLE>
<CAPTION>
                                                            YEARS ENDED DECEMBER 31,
                                              ----------------------------------------------------
                                                    1999              1998              1997
                                              ----------------  ----------------  ----------------
                                                             (dollars in thousands)
<S>                                           <C>       <C>     <C>       <C>     <C>       <C>
Net sales. . . . . . . . . . . . . . . . . .  $298,181  100.0%  $228,739  100.0%  $163,243  100.0%
Gross profit . . . . . . . . . . . . . . . .    84,504   28.3     60,519   26.5     44,111   27.0
Selling, general and administrative expenses    32,035   10.7     25,001   10.9     18,275   11.2
Depreciation, depletion and amortization . .    12,851    4.3     11,098    4.9      7,830    4.8
Income from operations . . . . . . . . . . .    39,618   13.3     24,420   10.7     18,006   11.0
Interest expense, net. . . . . . . . . . . .    16,042    5.4     14,351    6.3      8,344    5.1
</TABLE>

1999  COMPARED  TO  1998

     NET  SALES.  Net  sales  for 1999 increased by 30.4% to $298.2 million from
$228.7  million  for  1998.  This increase consisted of $39.5 million additional
net  sales from the 1998 acquired businesses and an increase in net sales by our
existing  business  of  $30.0  million, a 15.7% increase.  The increase in sales
from  our  existing  business  was  due  to strong demand for our aggregates and
related  products.  Total shipments of aggregates increased to 19.1 million tons
for  1999  from  15.8  million  tons  for 1998, a 20.9% increase.  Revenues were
further  enhanced by 32.8% and 24.7% increases in asphalt and ready mix volumes,
respectively.  We  also  experienced  an  increase  in  selling  prices  of
approximately  4%  for  our  aggregates  and  related  products.

                                        9
<PAGE>

     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  our  1998 acquired businesses and an increase in gross profit from
our existing business of $17.4 million, a 34.6% increase.  The increase in gross
profit  at our 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 our 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, our
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.


1998  COMPARED  TO  1997

     NET  SALES.  Net  sales  for 1998 increased by 40.1% to $228.7 million from
$163.2  million  in 1997.  This increase reflects the inclusion of $37.8 million
of net sales from 1998 acquired businesses since their date of acquisition.  The
increase  in 1998 net sales from our existing business of $27.7 million, a 16.9%
increase,  resulted from increased sales demand in our established business plus
the start up of new aggregate production sites and related activity in both 1998
and 1997.  Shipments of aggregates increased by 66% to 15.8 million tons in 1998
from  9.5 million tons in 1997.  Although volumes increased, our mix of products
sold  in 1998 included more lower priced aggregates than in 1997.  Approximately
one-half of this increase in volume came from the 1998 acquired businesses.  Our
selling  prices  per  ton  also  increased  approximately  5% during the period.

     GROSS  PROFIT.  Gross  profit  for 1998 increased 37.2% to $60.5 million in
1998 from $44.1 million in 1997.  The 1998 acquired businesses contributed $10.4
million  to gross profit in 1998, with a gross margin of 27.4%.  Gross profit at
our  existing  business  increased  13.6% to $50.1 million from $44.1 million in
1997.  Gross  margins  from our existing business were 26.5% in 1998 compared to
27.0%  in 1997, continuing a slight down trend in gross margin since 1996 due to
our  rapid  expansion into the Mountain states markets which, because of product
mix,  traditionally  have  lower  gross  margins.

     SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES.  Selling,  general  and
administrative expenses increased to $25.0 million in 1998 from $18.3 million in
1997  primarily  due  to  the  1998 acquired businesses.  As a percentage of net
sales,  selling,  general and administrative expenses decreased to 10.9% in 1998
from  11.2%  in  1997,  due to the leveraging of fixed costs over a larger sales
base.

     DEPRECIATION,  DEPLETION  AND  AMORTIZATION.  Depreciation,  depletion  and
amortization increased 41.7% to $11.1 million in 1998 from $7.8 million in 1997.
The  1998  acquired  businesses contributed $1.8 million of this increase.  As a
percentage  of  net sales, our depreciation, depletion and amortization expenses
increased  to  4.9%  in  1998  from  4.8%  in  1997.

     INCOME  FROM  OPERATIONS.  Income  from operations increased 35.6% to $24.4
million  in  1998  from  $18.0  million  in  1997  because of the above factors.

                                       10
<PAGE>

     INTEREST  EXPENSE, NET.  Net interest expense increased to $14.4 million in
1998 from $8.3 million in 1997 as a result of significantly increased borrowings
used  to  fund  the purchase of the 1998 acquired businesses and other expansion
and  capital  needs.


LIQUIDITY  AND  CAPITAL  RESOURCES

     From our inception in 1994, we have financed our operations and growth from
the  issuance  of  preferred and common stock, debt and operating cash flow.  We
have  also used operating leases to finance the acquisition of equipment used in
the  business.

     At  December  31,  1999,  we  had $169.6 million of debt outstanding.  This
level  of debt decreased from $200.6 million as of December 31, 1998.  On August
18, 1999, we completed our IPO resulting in net proceeds to the Company of $65.7
million  which  was  used  to  reduce our short and long term debt.  The debt is
primarily used to finance acquisitions and capital expansion.  The terms of this
debt  are  discussed further below and in Notes 6 and 7 to the audited financial
statements  included  herein.

     We  lease  aggregate  production  sites,  facilities,  and  equipment under
operating  leases  with  terms generally ranging from 5 to 40 years.  Our future
minimum  commitment under these leases was $104.7 million in 1999, $67.9 million
in  1998  and  $23.0  in  1997.

     Our  primary  capital requirements are for working capital, acquisitions of
existing  businesses  and  the acquisition and development of quarry operations,
and  equipment  purchases.

     During  1999,  we  generated  $27.0  million  of cash from operations, 747%
higher  than  the  $3.2  million  generated in 1998.  This increase in cash flow
results  primarily  from an increase in earnings before depreciation, depletion,
and amortization of $11.1 million, an increase in deferred taxes and less growth
in working capital compared to 1998.  In 1997, we generated $5.3 million of cash
flow  from  operations  primarily  due  to  higher  net income and lower working
capital than 1998.  As of December 31, 1999, 1998, and 1997, working capital was
$36.0  million, $29.3 million, and $14.2 million, respectively.  Working capital
needs  will  continue  to  increase  with  growth  in  our  business.

     Net  cash  used  in  investing  activities  for 1999 was $60.0 million.  We
expended  $63.1  million  for the purchase of property, plant and equipment, and
$0.3  million  for  the  acquisition of subsidiaries, offset by proceeds of $3.4
million  from  the  sale  of  assets.  A  substantial  portion  of  the  capital
expenditures  were  focused  on  developing  the  new  greenfield site in Pride,
Alabama  including the rail and barge facilities at that location and installing
new crushing and rail facilities at our O'Neal, Alabama crushed stone plant.  In
addition,  we  made  extensive  improvements  in  the  Mountain states quarries,
primarily at sites which were part of the businesses acquired in 1998.  Net cash
used  in investing activities was $100.9 million in 1998.  Of this amount, $83.9
million  was  used for acquisitions, $67.8 million of which was for the purchase
of Monroc.  Also of this amount, $27.3 million was 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.  Net cash used in investing activities was $20.5 million
in  1997.  Of  this  amount,  $4.0  million  was used for acquisitions and $16.5
million  was  used  for  the  net  purchase  of  property,  plant and equipment.

     Cash  provided  by  financing  activities was $34.6 million in 1999, $100.0
million  in  1998  and  $14.3 million in 1997.  In 1999, of the cash provided by
financing  activities,  $65.7 million was from sale of stock through the initial
public  offering,  which  sum was used to reduce our debt.  The remainder of the
cash provided by financing activities represents additional net borrowings.  All
of the cash provided by financing activities in 1998 and 1997 was from increased
borrowings  under  existing  or  restructured  debt  agreements.

     In  August  1999,  concurrent  with the completion of the Company's initial
public  offering,  all preferred stock with accumulated dividends were converted
into  common  shares.

                                       11
<PAGE>

     The revolving portion of our credit facility was increased to $60.0 million
from  $40.0 million in April 1999.  Subsequent to the end of 1999, the revolving
facility  was again increased to $90 million.  The revolving facility terminates
in  June 2004 and accrues interest quarterly based on the Eurodollar rate plus a
spread of 0.875% to 2.125%.  As of December 31, 1999, we had borrowings of $30.0
million  outstanding  under the revolving facility, $39.2 million of term loan A
outstanding,  and $46.4 million of term loan B outstanding.  The credit facility
is  secured  by  all  of  our assets.  Among other financial covenants, the debt
agreements  specify  a  minimum  interest coverage ratio, a minimum fixed charge
coverage ratio and a maximum leverage ratio.  The Company was in compliance with
these  covenants  at  December  31,  1999  and  1998.

     In  June  1998, we amended our existing credit facility with a syndicate of
lenders.  The  term  portion  of  the  facility  was  increased  to an aggregate
principal  amount  of  $115.0 million.  The term loan consists of an "A" tranche
and  a  "B" tranche.  The term loan A accrues interest at a rate per annum based
on  the  Eurodollar  rate  plus a spread of 0.875% to 2.125% and the term loan B
accrues  interest at a rate per annum based on the Eurodollar rate plus a spread
of  1.875% to 2.500%.  The term loan A matures in March 2004 and the term loan B
matures  in  March  2006.

     In  March  1998,  we  entered  into a $9.0 million revolving line of credit
facility  with  Harris  Trust and Savings Bank (HTSB).  Harris Trust and Savings
Bank  increased  the  amount  available  under the HTSB Note to $17.5 million in
April  1999.  This  note  was  retired  with  the proceeds of the initial public
offering.

     In  November  1996 and June 1998, we issued $30.0 million and $15.0 million
of  senior  subordinated  notes  to an institutional investor.  Interest accrues
quarterly  at  an annual rate of 10.34% on the 1996 notes and 10.09% on the 1998
notes.  The  notes  mature in November 2006 and November 2008 and are subject to
annual  required  principal  payments beginning in 2003. In connection with this
debt,  we  issued  warrants  to  purchase  286,380  shares  of  common  stock.

     We  believe  the  proceeds  of the offering, cash flow from operations, our
existing  credit  facility  as  amended  and  existing  cash  balances  will  be
sufficient  to  meet  working  capital requirements and fund future acquisitions
during the next twelve months.  To the extent we pursue additional acquisitions,
or  require additional working capital, we may need to obtain additional sources
of  financing.  There  can  be  no  assurance  that  such  financing  will  be
commercially available through an increased commitment under our credit facility
or  otherwise  be  obtained  pursuant  to favorable terms, if at all.  If we are
unable  to  obtain additional financing to finance our future operations, we may
not  be  able  to  implement  our business strategy, which could have a material
adverse  effect  on  our business, financial condition and results of operation.
There  are  no  known  trends,  commitments,  events  or uncertainties which are
reasonably  likely  to  result  in  our  liquidity  increasing  or  decreasing
materially.

YEAR  2000  ISSUE

     The  Year 2000 issue concerns the ability of computer hardware and software
to  distinguish  between  the year 1900 and the year 2000.  An inability to make
this  distinction  could  result  in  computer  application  failure.

     During  1999,  the  Company  completed  a  detailed  assessment  of all its
information technology and non-information technology hardware and software with
regard  to  the  Year  2000  issue,  with  special  emphasis on mission critical
systems.  Information  and non-information technology hardware and software were
inventoried  and  those  not  Year 2000 ready were identified, remediated (i.e.,
corrected or replaced) and tested to ensure that they would, in fact, operate as
desired according to Year 2000 requirements.  The Company expensed approximately
$979,728  during  1999, in addition to the $499,400 spent in 1998, in connection
with  remediating  its  systems.

     As  a  result  of  its  Year  2000 readiness efforts, the Company's mission
critical  information  technology  and  non-information  technology  systems
successfully distinguished between the year 1900 and the year 2000 on January 1,
2000,  without  any  mission  critical  application  failure.  The  Company will
continue  to  monitor  its mission critical computer applications throughout the
year  2000  to  ensure  that  any  latent  Year  2000 matters that may arise are
addressed  promptly.

EFFECT  OF  INFLATION

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

                                       12
<PAGE>

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

     In  March  1998,  the  American  Institute  of Certified Public Accountants
issued Statement of Position 98-1, ACCOUNTING FOR THE COSTS OF COMPUTER SOFTWARE
DEVELOPED  OR  OBTAINED  FOR  INTERNAL USE ("SOP 98-1").  We adopted SOP 98-1 on
January  1, 1999. SOP 98-1 requires the capitalization of certain costs incurred
after  the  date of adoption in connection with developing or obtaining software
for  internal use.  The Company expensed such costs as incurred through December
31,  1998  and have capitalized certain costs incurred in 1999.  These costs are
being  depreciated  using  the straight-line method over 5 years.  The impact of
the  adoption  of  SOP  98-1  was  not  material.

     In  June  1998,  the  Financial  Accounting  Standards  Board (FASB) issued
Statement  of  Financial Accounting Standards No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS  AND  HEDGING  ACTIVITIES ("SFAS 133"), which establishes accounting
and  reporting standards of derivative instruments, including certain derivative
instruments  embedded  in  other  contracts,  and  for  hedging  activities.
Subsequently,  in  June  1999,  the  FASB  issued  SFAS  No, 137, ACCOUNTING FOR
DERIVATIVES  AND HEDGING ACTIVITIES - DEFERRAL OF THE EFFECTIVE DATE OF SFAS NO.
133,  which  amended  SFAS  No. 133.  Because of our minimal use of derivatives,
management  does  not  anticipate that the adoption of this standard will have a
significant  impact  on  our  net  earnings,  financial  position or cash flows.

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  acquisitions  and  effective  integration  of  acquired  companies
operations;  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.

     All  of  the Company's borrowings under our floating rate credit facilities
are  subject  to  interest rate risk.  Borrowings under our syndicated revolving
credit  facility  bear interest, at our option, at either the Eurodollar rate or
the  ABR  rate,  plus  margin.  Each  1.0% increase in the interest rates on the
total  of  our  floating rate debt would impact pretax earnings by approximately
$1.2  million.  The  Company  does not use interest rate swap contracts to hedge
the  impact  of  interest  rate  fluctuations  on  certain  variable  rate debt.


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

                                       13
<PAGE>

                                    PART III
                                    --------


ITEM  10.    DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

     Information  regarding  directors  and executive officers of the Company is
incorporated  herein  by  reference to the information included in the Company's
definitive  proxy  statement  which will be filed with the Commission within 120
days  after  the  end  of  the  Company's  1999  fiscal  year.


ITEM  11.     EXECUTIVE  COMPENSATION

     Information  regarding  executive  compensation  is  incorporated herein by
reference  to  the  information  included  in  the  Company's  definitive  proxy
statement  which will be filed with the Commission within 120 days after the end
of  the  Company's  1999  fiscal  year.


ITEM  12.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

     Information  regarding  security ownership of certain beneficial owners and
management  is  incorporated  herein by reference to the information included in
the Company's definitive proxy statement which will be filed with the Commission
within  120  days  after  the  end  of  the  Company's  1999  fiscal  year.


ITEM  13.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Information  regarding  certain  relationships  and related transactions is
incorporated  herein  by  reference to the information included in the Company's
definitive  proxy  statement  which will be filed with the Commission within 120
days  after  the  end  of  the  Company's  1999  fiscal  year.


                                    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, 1999 and 1998            F-3
     Consolidated  Statements  of  Operations  for  the  Years  Ended
        December 31, 1999, 1998 and 1997                                     F-4
     Consolidated  Statements  of  Shareholders'  Equity  for  the  Years
        Ended December 31, 1999, 1998 and 1997                               F-5
     Consolidated  Statements  of  Cash  Flows  for  the  Years  Ended
        December 31, 1999, 1998 and 1997                                     F-6
     Consolidated Notes to 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.

                                       14
<PAGE>

(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

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

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)

                                       15
<PAGE>

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

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)

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)

                                       16
<PAGE>

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)

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)

                                       17
<PAGE>

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)

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)

                                       18
<PAGE>

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)

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)

21.1           Subsidiaries  of  the  Company

27.1           Financial  Data  Schedule  (EDGAR  Filing  Only)


*  Incorporated  by  reference  to  the  filing  indicated.

                                       19
<PAGE>

(b)  Reports  on  Form  8-K

     The  Company  did  not  file  any  reports  on  Form  8-K  during
the  fourth  quarter  ended  December  31,  1999.



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


                                       20
<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 March 16, 2000.



                                        U.S.  AGGREGATES,  INC.



                                                 /s/  James  A.  Harris
                                        ----------------------------------------
                                        James  A.  Harris
                                        Chairman  and  Chief  Executive  Officer



     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
registrant  and  in  the  capacities  and  on  the  dates  indicated.



             SIGNATURE               TITLE                      DATE


    /s/  James  A.  Harris     Chairman and Chief Executive     March  16,  2000
 ---------------------------            Officer
    James  A. Harris          (Principal Executive Officer)


    /s/ Michael J. Stone       Executive Vice President, Chief  March  16,  2000
 ---------------------------   Financial  Officer, Treasurer,
    Michael  J.  Stone         Secretary  and  Director
                               (Principal  Financial  Officer)


    /s/ Morris L. Bishop, Jr.  President, Chief Operation       March  16,  2000
 ---------------------------   Officer  and  Director
    Morris  L.  Bishop,  Jr.


    /s/  Bruce  V.  Rauner              Director                March  16,  2000
----------------------------
    Bruce  V.  Rauner


    /s/  David  A.  Donnini             Director                March  16,  2000
----------------------------
    David  A.  Donnini


    /s/Edward  A.  Dougherty            Director                March  16,  2000
----------------------------
    Edward  A.  Dougherty


    /s/  Franz  Cristiani               Director                March  16,  2000
----------------------------
    Franz  Cristiani


    /s/  Raymond  Wingard               Director                March  16,  2000
----------------------------
     Raymond  Wingard


                                       21
<PAGE>

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






     Report of Independent Public Accountants                                F-2

     Consolidated Balance Sheets as of December 31, 1999 and 1998            F-3

     Consolidated  Statements  of  Operations  for  the  Years  Ended
         December 31, 1999, 1998 and 1997                                    F-4

     Consolidated  Statements  of  Shareholders'  Equity  for  the
         Years  Ended December 31, 1999, 1998 and 1997                       F-5

     Consolidated  Statements  of  Cash  Flows  for  the  Years  Ended
         December 31, 1999, 1998 and 1997                                    F-6

     Consolidated Notes to 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,  1999  and  1998,  and  the  related  consolidated  statements  of
operations,  shareholders'  equity and cash flows for each of the three years in
the  period  ended  December  31,  1999.  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, 1999 and 1998, and the
results  of its operations and its cash flows for each of the three years in the
period  ended  December  31,  1999  in  conformity  with  accounting  principles
generally  accepted  in  the  United  States.




/s/  Arthur  Andersen  LLP

San  Francisco,  California
February  3,  2000


                                      F - 2
<PAGE>
<TABLE>
<CAPTION>

                                    U.S. AGGREGATES, INC. AND SUBSIDIARIES
                                         CONSOLIDATED BALANCE SHEETS
                                     (in thousands, except share amounts)


                                                    ASSETS

                                                                                DECEMBER 31,    DECEMBER 31,
                                                                                    1999            1998
                                                                               --------------  --------------
<S>                                                                            <C>             <C>
CURRENT ASSETS:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . .  $       4,478   $       2,849
  Trade accounts receivable, net of allowance for doubtful accounts
    of $1,273 and $1,163. . . . . . . . . . . . . . . . . . . . . . . . . . .         52,294          37,703
  Notes and other receivables . . . . . . . . . . . . . . . . . . . . . . . .          2,022           8,104
  Inventories, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         28,041          25,480
  Prepaid expenses and other current assets . . . . . . . . . . . . . . . . .          5,780           3,966
                                                                               --------------  --------------
      Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . .         92,615          78,102

PROPERTY, PLANT AND EQUIPMENT, net. . . . . . . . . . . . . . . . . . . . . .        292,910         232,319

INTANGIBLE ASSETS, net. . . . . . . . . . . . . . . . . . . . . . . . . . . .         22,308          25,543

OTHER ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          7,095           1,647
                                                                               --------------  --------------
      Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     414,928   $     337,611
                                                                               ==============  ==============


                                    LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Trade accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . .  $      35,631   $      24,111
  Accrued payroll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2,743           1,270
  Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . .          8,033           7,676
  Income tax payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . .            886             890
  Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . .          9,298           6,781
  Demand note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -           8,020
                                                                               --------------  --------------
      Total current liabilities . . . . . . . . . . . . . . . . . . . . . . .         56,591          48,748

LONG-TERM DEBT, net of current portion. . . . . . . . . . . . . . . . . . . .        160,312         185,790
DEFERRED INCOME TAXES, net. . . . . . . . . . . . . . . . . . . . . . . . . .         55,404          44,611
OTHER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             96             192
                                                                               --------------  --------------
      Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .        272,403         279,341
                                                                               --------------  --------------

MINORITY INTEREST, net. . . . . . . . . . . . . . . . . . . . . . . . . . . .             12           3,160
                                                                               --------------  --------------
COMMITMENTS AND CONTINGENCIES (Note 13)

MANDATORY REDEEMABLE PREFERRED STOCK, $.01 par value,
  10,000,000 and 500,000 shares authorized, 0 and 300,842 shares outstanding.              -          43,563
                                                                               --------------  --------------

SHAREHOLDERS' EQUITY:
  Common stock, $.01 par value, 100,000,000 and 7,508,664
    shares authorized, 14,908,222 and 6,144,250 shares outstanding,
    including 7,629 shares of treasury stock. . . . . . . . . . . . . . . . .            149              61
  Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . .        123,648           2,887
  Notes receivable from sale of stock . . . . . . . . . . . . . . . . . . . .         (1,195)           (640)
  Treasury stock, at cost . . . . . . . . . . . . . . . . . . . . . . . . . .             (2)             (2)
  Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         19,913           9,241
                                                                               --------------  --------------
      Total shareholders' equity. . . . . . . . . . . . . . . . . . . . . . .        142,513          11,547
                                                                               --------------  --------------

      Total liabilities, minority interest, mandatory redeemable
        preferred stock and shareholders' equity. . . . . . . . . . . . . . .  $     414,928   $     337,611
                                                                               ==============  ==============

</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,
                                                       -------------------------------------
                                                          1999         1998         1997
                                                       -----------  -----------  -----------
<S>                                                    <C>          <C>          <C>
NET SALES . . . . . . . . . . . . . . . . . . . . . .  $  298,181   $  228,739   $  163,243
COST OF PRODUCTS SOLD . . . . . . . . . . . . . . . .     213,677      168,220      119,132
                                                       -----------  -----------  -----------
      Gross profit. . . . . . . . . . . . . . . . . .      84,504       60,519       44,111

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. . . . .      32,035       25,001       18,275
DEPRECIATION, DEPLETION AND AMORTIZATION. . . . . . .      12,851       11,098        7,830
                                                       -----------  -----------  -----------
      Income from operations. . . . . . . . . . . . .      39,618       24,420       18,006

OTHER EXPENSES:
  Interest, net . . . . . . . . . . . . . . . . . . .     (16,042)     (14,351)      (8,344)
  Loss on sale of real estate . . . . . . . . . . . .           -         (386)           -
  Other, net. . . . . . . . . . . . . . . . . . . . .        (307)        (718)        (150)
                                                       -----------  -----------  -----------
      Income before provision for income taxes,
        minority interest and extraordinary item. . .      23,269        8,965        9,512

PROVISION FOR INCOME TAXES. . . . . . . . . . . . . .      (8,499)      (3,748)      (3,384)
                                                       -----------  -----------  -----------
      Income before minority interest and
        extraordinary item. . . . . . . . . . . . . .      14,770        5,217        6,128

MINORITY INTEREST . . . . . . . . . . . . . . . . . .        (573)        (385)        (623)
                                                       -----------  -----------  -----------
      Income before extraordinary item. . . . . . . .      14,197        4,832        5,505

EXTRAORDINARY ITEM:  Loss on extinguishment of debt,
  less applicable income tax benefit of $161 and $212        (264)        (338)           -
                                                       -----------  -----------  -----------
      Net income. . . . . . . . . . . . . . . . . . .  $   13,933   $    4,494   $    5,505
                                                       ===========  ===========  ===========


Income per common share-basic
  Income before extraordinary item available for
    common shareholders . . . . . . . . . . . . . . .  $     1.20   $     0.12   $     0.29
  Extraordinary item, net of tax. . . . . . . . . . .       (0.03)       (0.06)           -
                                                       -----------  -----------  -----------
  Net income available for common shareholders. . . .  $     1.17   $     0.06   $     0.29
                                                       ===========  ===========  ===========
  Weighted average common shares outstanding. . . . .   9,522,156    6,136,630    6,116,718


Income per common share-diluted
  Income before extraordinary item available for
    common shareholders . . . . . . . . . . . . . . .  $     1.16   $     0.11   $     0.28
  Extraordinary item, net of tax. . . . . . . . . . .       (0.03)       (0.06)           -
                                                       -----------  -----------  -----------
  Net income available for common shareholders. . . .  $     1.13   $     0.05   $     0.28
                                                       ===========  ===========  ===========
  Weighted average common shares outstanding. . . . .   9,799,817    6,382,094    6,306,747

</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)


                                                                                     TREASURY STOCK
                                                                        NOTES      -------------------
                                     COMMON STOCK       ADDITIONAL    RECEIVABLE    SHARES                             TOTAL
                                  -------------------    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, 1996. . . . . . .   6,144,250  $    61  $     2,585   $      (361)         -   $     -   $   7,051   $      9,336
  Purchase of treasury stock,
    net. . . . . . . . . . . . .           -        -            -             -     43,190      (220)          -           (220)
  Notes receivable, net of
    payments . . . . . . . . . .           -        -            2          (232)   (35,561)      218           -            (12)
  Accretion of mandatory
    redeemable preferred
    stock dividend . . . . . . .           -        -            -             -          -         -      (3,712)        (3,712)
  Net income . . . . . . . . . .           -        -            -             -          -         -       5,505          5,505
                                  ----------  -------  ------------  ------------  ---------  --------  ----------  -------------
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
                                  ==========  =======  ============  ============  =========  ========  ==========  =============

</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,
                                                                          ----------------------------------
                                                                             1999        1998        1997
                                                                          ----------  ----------  ----------
<S>                                                                       <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Income before extraordinary item . . . . . . . . . . . . . . . . . . .  $  14,197   $   4,832   $   5,505
  Adjustments to reconcile income before extraordinary item
    to net cash provided by operating activities:
      Depreciation, depletion and amortization . . . . . . . . . . . . .     12,851      11,098       7,830
      Provision for doubtful accounts, net . . . . . . . . . . . . . . .        109         (49)        (88)
      Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . .      7,117       3,226       3,129
      Loss (gain) on disposal of fixed assets and real estate. . . . . .       (171)        330         (63)
      Minority interest. . . . . . . . . . . . . . . . . . . . . . . . .        573         775         981
      Extraordinary item . . . . . . . . . . . . . . . . . . . . . . . .       (264)       (338)          -
      Change in operating assets and liabilities:
        Trade accounts, notes and other receivables. . . . . . . . . . .     (9,096)    (13,018)     (2,589)
        Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . .     (3,665)     (8,280)     (3,160)
        Prepaid expenses and other . . . . . . . . . . . . . . . . . . .     (5,919)      2,890      (4,218)
        Trade accounts payable and accrued liabilities . . . . . . . . .     11,341         347      (2,309)
        Income taxes payable . . . . . . . . . . . . . . . . . . . . . .         (4)        916         615
        Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (96)        454        (347)
                                                                          ----------  ----------  ----------
          Net cash provided by operating activities. . . . . . . . . . .     26,973       3,183       5,286
                                                                          ----------  ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property, plant and equipment . . . . . . . . . . . . . .    (63,097)    (27,330)    (17,750)
  Acquisition of subsidiaries, net of cash acquired. . . . . . . . . . .       (325)    (83,884)     (4,038)
  Proceeds from sale of fixed assets . . . . . . . . . . . . . . . . . .      3,455      10,360       1,310
                                                                          ----------  ----------  ----------
          Net cash used in investing activities. . . . . . . . . . . . .    (59,967)   (100,854)    (20,478)
                                                                          ----------  ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Principal payments on long-term debt . . . . . . . . . . . . . . . . .   (101,281)    (85,990)       (693)
  New borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . .     70,198     185,731      14,946
  Proceeds from sale of stock, net . . . . . . . . . . . . . . . . . . .     65,706           -           -
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          -         300           -
                                                                          ----------  ----------  ----------
          Net cash provided by financing activities. . . . . . . . . . .     34,623     100,041      14,253
                                                                          ----------  ----------  ----------

NET INCREASE (DECREASE) IN CASH. . . . . . . . . . . . . . . . . . . . .      1,629       2,370        (939)

CASH, beginning of period. . . . . . . . . . . . . . . . . . . . . . . .      2,849         479       1,418
                                                                          ----------  ----------  ----------
CASH, end of period. . . . . . . . . . . . . . . . . . . . . . . . . . .  $   4,478   $   2,849   $     479
                                                                          ==========  ==========  ==========

DISCLOSURE OF SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid (received) during the period for:
    Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  15,684   $  13,364   $   8,311
    Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        600         131        (639)
NONCASH TRANSACTIONS:
  Value assigned to warrants . . . . . . . . . . . . . . . . . . . . . .          -         300           -
  Accretion of preferred stock dividend. . . . . . . . . . . . . . . . .      2,814       4,097       3,712
  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           -           -

</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  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.

     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  such  geographic  market.  General  economic  downturns or
localized  downturns  in the regions where the Company has operations, including
any downturns in the construction industry, could 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 substances 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.


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.

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.

                                      F - 7
<PAGE>

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 numbers, 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.

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.

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

     In  1997,  USAI  changed the estimated lives of certain depreciable assets,
resulting  in  an  approximate  $1,550  reduction  of  1997 depreciation expense
compared  to  what  it would have been had the estimated lives not been changed.

     Expenditures  for  development,  renewals  and  betterments  of  developing
quarries  and  gravel  pits  are  capitalized.  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 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, 1999 and 1998, the accumulated
amortization  applicable  to  the  intangible  assets  was  $8,659  and  $6,208,
respectively.

RECLASSIFICATIONS

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

                                      F - 8
<PAGE>

ACCOUNTING  FOR  THE  IMPAIRMENT  OF  LONG-LIVED  ASSETS

     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.  Using this approach, the Company's management
determined that the cash flows would be sufficient to recover the carrying value
of  the  Company's  long-lived  assets  as  of  December  31,  1999  and  1998.

VALUATION  ACCOUNTS

     Below  is  a summary of the changes in the Company's valuation accounts for
1999,  1998  and  1997:

<TABLE>
<CAPTION>
                                                    ADDITIONS
                                   BEGINNING   --------------------                 ENDING
                                    BALANCE    ACQUIRED   PROVIDED    DEDUCTIONS   BALANCE
                                   ----------  ---------  ---------  ------------  --------
<S>                                <C>         <C>        <C>        <C>           <C>
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
1997
  Allowance for doubtful accounts  $      867  $       -  $      50  $      (288)  $    629
  Inventory valuation reserve . .         350          -        500         (559)       291
</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.

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.

                                      F - 9
<PAGE>
REVENUE  RECOGNITION

     Revenues  are  recognized  at  the  time  the related products are shipped.

     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.

DEFERRED  OFFERING  COSTS

     As  of  December  31, 1999 and 1998 costs of $8,946 and $348, respectively,
have  been  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, other than debt, consist of cash, short-term
accounts  receivable and accounts payable for which current carrying amounts are
equal  to  or  approximate  fair market value.  The estimated fair values of the
Company's  debt  instruments  at  December  31,  1999,  aggregated approximately
$163,404  compared  with  a  carrying  amount of $169,610.  The fair values were
estimated  based  on  the quoted market prices for similar issues, or on current
rates  anticipated  by  the  Company  for debt of the same remaining maturities.

INTERNAL  USE  SOFTWARE

     In  March 1998, the AICPA issued Statement of Position 98-1, Accounting for
the  Costs  of  Computer  Software  Developed or Obtained for Internal Use ("SOP
98-1").  The Company adopted SOP 98-1 on January 1, 1999.  SOP 98-1 requires the
capitalization  of  certain  costs  incurred  after  the  date  of  adoption  in
connection  with developing or obtaining software for internal use.  The Company
expensed  such  costs as incurred through December 31, 1998, and has capitalized
certain  costs  incurred  in  1999.  These costs are being depreciated using the
straight-line  method  over  5  years.

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  June  1998,  the  Financial  Accounting  Standards  Board (FASB) issued
Statement  of  Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities ("FAS 133"), which establishes accounting and
reporting  standards  of  derivative  instruments,  including certain derivative
instruments   embedded   in   other   contracts,  and  for  hedging  activities.
Subsequently,  in  June  1999,  the  FASB  issued  SFAS  No, 137, Accounting for
Derivatives  and Hedging Activities - Deferral of the Effective Date of SFAS No.
133,  which  amended  SFAS  No.  133.  Because  of  the Company's minimal use of
derivatives,  management  does  not anticipate that the adoption of FAS 133 will
have  a  significant  impact  on  net  earnings or the financial position of the
Company.

COLLECTIVE  BARGAINING  AGREEMENTS

     The  Company  is  a  party to various collective bargaining agreements with
labor  unions.  The  agreements  require  the Company to pay specified wages and
provide  certain  benefits to its union employees.  These agreements will expire
at  various  times  between  April  2000  through  February  2003.

                                     F - 10
<PAGE>
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  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  1997 and 1998, 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,  1997.  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              1997
                                                      --------          --------
                                                             (unaudited)
 Net  sales                                         $  249,224        $  212,910
 Income  before  extraordinary  items                    4,916             3,663
 Income  before  extraordinary  items  per  share   $     0.13        $    (.01)

ASSETS  HELD  FOR  SALE

     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 our
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 allocation to 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.


                                     F - 11
<PAGE>
4.  INVENTORIES

     Inventories  consist  of  the  following  as  of  December  31:

<TABLE>
<CAPTION>
                      1999      1998
                    --------  --------
<S>                 <C>       <C>
Finished products.  $24,624   $19,014
Raw materials. . .    2,341     5,730
Supplies and parts      551       888
Fuel . . . . . . .      541       348
Less: Allowances .      (16)     (500)
                    --------  --------
                    $28,041   $25,480
                    ========  ========
</TABLE>

     Inventories are pledged as security under various debt agreements (see Note
6).


5.  PROPERTY,  PLANT  AND  EQUIPMENT

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

<TABLE>
<CAPTION>
                                                1999       1998
                                              ---------  ---------
<S>                                           <C>        <C>
Land and improvements. . . . . . . . . . . .  $ 61,400   $ 40,293
Mineral deposits . . . . . . . . . . . . . .    89,228     88,756
Plant and equipment. . . . . . . . . . . . .   160,253    119,675
Furniture and fixtures . . . . . . . . . . .     5,391      4,148
Construction in progress . . . . . . . . . .     9,056      1,038
                                              ---------  ---------
                                               325,328    253,910
Less: Accumulated depreciation and depletion   (32,418)   (21,591)
                                              ---------  ---------
                                              $292,910   $232,319
                                              =========  =========
</TABLE>

     The  Company  capitalized  interest costs of $1,531 in 1999, and $0 in 1998
with  respect  to  qualifying  construction  projects.

     Property,  plant  and  equipment  are  pledged as security for various debt
agreements  (see  Note  6).


6.  LONG-TERM  DEBT

     Long-term  debt  consists  of  the  following  as  of  December  31:

<TABLE>
<CAPTION>
                                                            1999       1998
                                                          ---------  ---------
<S>                                                       <C>        <C>
Prudential Insurance subordinated notes, net of discount
  of $664 and $753, respectively . . . . . . . . . . . .  $ 44,336   $ 44,247
Bank of America term loan A. . . . . . . . . . . . . . .    39,238     53,500
Bank of America term loan B. . . . . . . . . . . . . . .    46,404     58,500
Bank of America revolving loan . . . . . . . . . . . . .    30,000     24,200
Notes payable to former stockholders . . . . . . . . . .     4,001      4,997
Other. . . . . . . . . . . . . . . . . . . . . . . . . .     5,631      7,127
                                                          ---------  ---------
    Total long-term debt . . . . . . . . . . . . . . . .   169,610    192,571

Less: Current portion. . . . . . . . . . . . . . . . . .    (9,298)    (6,781)
                                                          ---------  ---------
    Long-term debt, net of current portion . . . . . . .  $160,312   $185,790
                                                          =========  =========
</TABLE>

                                     F - 12
<PAGE>
     The  Bank  of America credit facilities are secured by all of the assets of
USAI.  The  Prudential  Insurance  notes are subordinated to the Bank of America
credit  facilities.  Among  other  financial  covenants,  the  debt  agreements
specify a minimum interest coverage ratio, a minimum fixed charge coverage ratio
and  a  maximum  leverage  ratio.  The  Company  was  in  compliance  with these
covenants  at  December  31,  1999  and  1998.

     The  Company's  credit  facility  and  other debt documents will permit the
payment  of dividends subject to the following restrictions and limitations: (1)
The  Company is not in default under the credit agreement or senior subordinated
notes; (2) is in pro forma compliance with all financial covenants in the credit
agreement and senior subordinated notes; and (3) dividend payments do not exceed
15%  of  consolidated  net  income, excluding extraordinary items, for the prior
year.

PRUDENTIAL  INSURANCE  COMPANY  SUBORDINATED  NOTES

     In  November  1996  and  June  1998,  USAI  issued  $30,000  and  $15,000,
respectively,  in  subordinated  notes  to  the  Prudential Insurance Company of
America  (Prudential  Insurance).  Interest  is due quarterly at a rate of 10.34
percent  and  10.09  percent,  respectively,  per  annum. Principal payments are
scheduled  as  follows:

              2003                               $   6,000
              2004                                   6,000
              2005                                   6,000
              2006                                  16,500
              2007                                   4,500
              2008                                   6,000

     In  connection  with the issuance of the subordinated notes, USAI issued to
Prudential  Insurance warrants to purchase 286,380 shares of the common stock of
USAI  at  a  nominal cost.  USAI has estimated the fair value of the warrants at
$900  ($600  recorded  in  1996 and $300 in 1998) and reflected this amount 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.

BANK  OF  AMERICA  TERM  LOANS

     USAI  has  a syndicated term loan facility with Bank of America NT & SA, as
agent,  and  certain  other  financial  institutions (Bank of America).  In June
1998, the term loan agreement was amended to increase the total principal amount
of  the  Term  Loan from $30,000 to $115,000 of Term Loan A and Term Loan B.  On
August  19, 1999, the Company repaid $12,000 to each Term Loan A and Term Loan B
with  the  proceeds  from  its  initial public offering.  In connection with the
various  restructuring  of  the  Company's debt, previously capitalized fees and
costs  of $264 and $338, net of a tax benefit of $161 and $212, were recorded as
an  Extraordinary  Item--Loss  on  Extinguishment  of  Debt  in  1999  and 1998,
respectively.

     Term loan A has interest payments due quarterly and is currently payable at
the  Eurodollar  rate  plus 1.375 percent, or approximately 7.5625 percent as of
December  31,  1999.  Principal  payments  are  scheduled  as  follows:

        March  2000                              $    543
        June  2000  through  March  2001         $  1,793     per  quarter
        June  2001  through  March  2002         $  2,293     per  quarter
        June  2002  through  March  2003         $  2,543     per  quarter
        June  2003  through  March  2004         $  3,043     per  quarter

     Term loan B has interest payments due quarterly and is currently payable at
the  Eurodollar  rate  plus  2.25 percent, or approximately 8.4375 percent as of
December  31,  1999.  The  principal  is  due  March  2006.

                                     F - 13
<PAGE>
BANK  OF  AMERICA  REVOLVING  LOAN

     On  April  15, 1999, the Company's revolving loan facility was increased to
$60,000.  Subsequent  to  year-end, this loan facility was increased to $90,000.
The  revolving  loan is to be paid in full by the revolving facility termination
date in June 2004; however, USAI may terminate revolving commitments at any time
provided  that  USAI  pays,  in  full,  all obligations.  Interest on the unpaid
principal  amount of each revolving loan is due quarterly.  The interest rate on
this  debt as of December 31, 1999 was 7.875%.  The interest rate and commitment
fee  on  unused amounts of the revolving loan vary based on certain  performance
criteria  established  by  USAI's  banks.  However,  the rates cannot exceed the
Eurodollar  rate  plus  1.375%, the alternate reference rate plus 0.375%, or, in
relation  to  commitment  fees,  0.375%  of  the unused portion of the revolver.

NOTES  PAYABLE  TO  FORMER  SHAREHOLDERS

     In  connection with the acquisition of certain companies, USAI subsidiaries
have issued from time to time notes payable to the selling shareholders, several
of whom remain employees and shareholders.  These notes payable bear interest at
rates  from 6% to 10.65% per annum and have varying maturity dates continuing to
2001.

OTHER  DEBT

     Other  debt  consists primarily of various borrowings from banks, generally
secured  by equipment.  Interest rates range from 7.9% to 10.0% and have varying
maturity  dates  through  2018.

SCHEDULED  PAYMENTS  OF  LONG-TERM  DEBT

     Scheduled  long-term  debt  maturities  are  as  follows:

<TABLE>
<CAPTION>
YEAR  ENDED  DECEMBER  31
-------------------------
<S>                         <C>
2000 . . . . . . . . . . .  $  9,298
2001 . . . . . . . . . . .    10,804
2002 . . . . . . . . . . .    10,584
2003 . . . . . . . . . . .    18,241
2004 . . . . . . . . . . .    39,375
Thereafter . . . . . . . .    81,972
                            ---------
                             170,274

Less: Unamortized discount      (664)
                            ---------
                            $169,610
                            =========
</TABLE>

7.  DEMAND  NOTE

     In  March 1998, Harris Trust & Savings Bank granted USAI a $9,000 revolving
line  of  credit  guaranteed  by  a shareholder.  On April 15, 1999, the Company
retired  the  above note and was granted a $17,500 revolving line of credit also
guaranteed  by  a  shareholder.  The note including interest was paid in full on
August  19,  1999  with the proceeds from the Company's initial public offering.

                                     F - 14
<PAGE>
8.  EMPLOYEE  BENEFIT  PLANS

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

     Prior  to  1998,  some of USAI's subsidiaries had 401(k) plans with various
vesting  and  discretionary  contribution formulas.  In 1998, USAI established a
401(k)  plan  that  is  funded  by both employees and at the discretion of USAI.
This  plan  is  administered  by  a third party. Subsequently, the subsidiaries'
401(k)  plans  were  merged  into  the  USAI  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, 1999, 1998 and 1997, USAI provided contributions of $0, $334
and  $255,  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, 1999, 1998 and 1997, the present value of
long-term  benefits  payable  are  $42,  $76  and  $79,  respectively.

MULTIEMPLOYER  PLANS

     The  Company  participates  in  various  multiemployer  union pension plans
through two of its subsidiaries.  Contributions to these plans in 1999, 1998 and
1997  were  approximately  $842,  $586  and  $292,  respectively.


9.  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  1999, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>
            1999    1998    1997
           ------  ------  ------
<S>        <C>     <C>     <C>
Current:
  Federal  $1,197  $  884  $  255
  State        24     127       -
           ------  ------  ------
            1,221   1,011     255
           ------  ------  ------
Deferred:
  Federal   6,187   2,197   2,718
  State       930     328     411
           ------  ------  ------
            7,117   2,525   3,129
           ------  ------  ------

           $8,338  $3,536  $3,384
           ======  ======  ======
</TABLE>

                                     F - 15
<PAGE>

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

<TABLE>
<CAPTION>
                                            1999     1998     1997
                                           -------  -------  ------
<S>                                        <C>      <C>      <C>
Provision for income taxes. . . . . . . .  $8,499   $3,748   $3,384
Benefit for income taxes on extraordinary
  item. . . . . . . . . . . . . . . . . .    (161)    (212)       -
                                           -------  -------  ------
                                           $8,338   $3,536   $3,384
                                           =======  =======  ======
</TABLE>

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

<TABLE>
<CAPTION>
                                               1999       1998
                                             ---------  ---------
<S>                                          <C>        <C>
Deferred tax assets:
  Accruals and reserves . . . . . . . . . .  $    980   $    308
  Alternative minimum tax credit. . . . . .     3,040      2,425
  Net operating loss. . . . . . . . . . . .     4,778      3,922
  Other . . . . . . . . . . . . . . . . . .     1,156      1,211
                                             ---------  ---------
    Total deferred tax assets . . . . . . .     9,954      7,866
                                             ---------  ---------

Deferred tax liabilities:
  Depreciation and depletion. . . . . . . .   (30,584)   (24,147)
  Book basis in fixed assets over tax basis   (30,846)   (27,082)
  Other . . . . . . . . . . . . . . . . . .    (3,928)    (1,248)
                                             ---------  ---------
    Total deferred tax liabilities. . . . .   (65,358)   (52,477)
                                             ---------  ---------

    Net deferred tax liability. . . . . . .  $(55,404)  $(44,611)
                                             =========  =========
</TABLE>

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

<TABLE>
<CAPTION>
                                            1999     1998     1997
                                           -------  -------  -------
<S>                                        <C>      <C>      <C>
Tax at federal statutory rate . . . . . .  $7,995   $3,037   $3,234
State taxes, net of federal benefit . . .     742      304      358
Effect of tax rate increase to 35 percent       -      546        -
Depletion . . . . . . . . . . . . . . . .    (408)    (491)    (365)
Other . . . . . . . . . . . . . . . . . .       9      140      157
                                           -------  -------  -------
                                           $8,338   $3,536   $3,384
                                           =======  =======  =======
</TABLE>

     At  December  31,  1999  and  1998  the  Company  had  net  operating  loss
carryforwards  of $12,492 and $10,437 available to offset future taxable income.
These  carryforwards  expire  through  2013.  Alternative  minimum  tax  credit
carryforwards  of  $3,040  and  $2,425  at  December  31,  1999 and 1998 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.

                                     F - 16
<PAGE>

10.     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.

     At  December  31,  1999 and 1998, the Company's $.01 par value common stock
authorized  was  100 million and 7,508,664 shares, with 14,908,222 and 6,144,250
shares  outstanding,  including  7,629  shares  of treasury stock, respectively.

     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,  1999  and  1998, the Company's $.01 par value non-voting
preferred  stock authorized was 10 million and 500,000 shares with 0 and 300,842
shares issued and outstanding, respectively.  Aggregate and per share cumulative
preferred  dividends  in  arrears  as  of  December  31  are  as  follows:

                                                         1999     1998     1997
                                                        ------   ------   ------
    Aggregate cumulative preferred dividends          $   -    $ 13,479  $ 9,382
    Per preferred share cumulative preferred dividends    -       44.80    31.18


     Effective  November,  1996  the terms of the preferred stock agreement were
modified,  allowing the holders to redeem their shares at liquidation value plus
all  accrued and unpaid dividends at any date after January 2000, subject to the
approval  of  the Company's lenders.  As of December 31, 1998 the Company's debt
agreements  do  not  allow  such  a  redemption.

      The  preferred  stock  prior  to  redemption  was reflected as Mandatorily
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.

                                     F - 17
<PAGE>
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,  1999  and  1998, there were 263,580 and 286,380 warrants
outstanding,  respectively.


11.  INCOME  PER  SHARE

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

<TABLE>
<CAPTION>
                                                                              YEAR ENDED DECEMBER 31,
                                               -------------------------------------------------------------------------------------
                                                           1999                         1998                          1997
                                               ---------------------------  ---------------------------  ---------------------------
                                                                 PER SHARE                    PER SHARE                    PER SHARE
                                               INCOME    SHARES    AMOUNT   INCOME    SHARES    AMOUNT   INCOME    SHARES    AMOUNT
                                               -------  ---------  -------  -------  ---------  -------  -------  ---------  -------
<S>                                            <C>      <C>        <C>      <C>      <C>        <C>      <C>      <C>        <C>
Income before extraordinary item. . . . . . .  $14,197                      $ 4,832                      $ 5,505
  Less: Accretion of preferred stock dividend    2,814                        4,097                        3,712
                                               -------                      -------                      -------
Basic income before extraordinary item
  available to common shareholders. . . . . .   11,383  9,522,156  $  1.20      735  6,136,630  $  0.12    1,793  6,116,718  $  0.29
Effect of warrants and options                            277,661                      245,464                      190,029
                                                        ---------                    ---------                    ---------
Dilutive income before extraordinary item
  available to common shareholders. . . . . .  $11,383  9,799,817  $  1.16  $   735  6,382,094  $  0.11  $ 1,793  6,306,747  $  0.28
                                               =======  =========  =======  =======  =========  =======  =======  =========  =======
</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,  1998  and  1997.

     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.


12.  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.


                                     F - 18
<PAGE>

13.  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 $11,154, $8,951 and $3,933 for the years ended December 31,
1999,  1998  and  1997,  respectively.  Total  future  minimum  rentals  under
noncancelable  operating  leases  as  of  December  31,  1999  are:

<TABLE>
<CAPTION>
<S>                     <C>
2000 . . . . . . . . .  $ 15,882
2001 . . . . . . . . .    15,702
2002 . . . . . . . . .    13,628
2003 . . . . . . . . .    12,182
2004 . . . . . . . . .    10,181
Thereafter . . . . . .    37,168
                        --------
                        $104,743
                        ========
</TABLE>

     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
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 1999, 1998 and 1997
totaled  $5,740,  $4,748  and  $2,725,  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.

     USAI  acquired SRM from Lohja, Inc. (Lohja) in 1994. In connection with the
purchase,  USAI  agreed  to  make  semiannual  payments  to  Lohja  (the  Lohja
obligation)  through  December  31,  1999,  under  an initial $3,760 obligation,
contingent  upon  the continuing operations and earnings of one of the Company's
quarries.  In  September 1998, the Company signed a lease authorizing continuing
operations  at the quarry and in accordance with the original purchase agreement
paid  the  balance owed of $1,149 in full satisfaction of the purchase contract.

     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, 1999 and 1998 in
connection  with  this  site  were  $1,636 and $1,524, 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,  the ultimate resolution of these issues would not
have  a  material  adverse  effect  on  USAI's financial condition or results of
operations.


                                     F - 19
<PAGE>

14.  RELATED-PARTY  TRANSACTIONS

     During  1998,  SRMHC  issued  50  shares (12,120 equivalent USAI shares) of
SRMHC  common  stock  to  one  management  member  of  SRMHC and received a note
receivable  of $57 for the issuance of such shares.  This note bears interest at
8  percent  per  annum  and  is  due  on  December  31,  2003.

     In  1998,  WAHC issued 2,500 shares (46,757 equivalent USAI shares) of WAHC
common stock to several members of WAHC management and received notes receivable
of  $250  for  the  issuance  of these shares.  Additionally, a member of Valley
Asphalt,  Inc.'s  (Valley)  management  elected  to  purchase 625 shares (11,689
equivalent  USAI  shares) of WAHC's outstanding common stock, in lieu of amounts
owed  to  them.

     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 $2,033 and $1,682 as of December 31, 1999 and
1998 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.

     All  related-party  transactions  are  considered  to be conducted at arm's
length.

     USAI  pays  an  advisory  fee  to  one of its major shareholders.  Such fee
amounted  to  $150 for each of the years ended December 31, 1999, 1998 and 1997.
Also,  USAI  paid advisory fees of approximately $416, $404 and $308 to a common
and preferred shareholder of USAI for each of the years ended December 31, 1999,
1998  and  1997,  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  $144  and $151 in 1999 and 1998, respectively, for financial advisory
services  provided.


15.   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.

     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.  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  6.27%;  dividend  yields  of  0.8%;
volatility factors of the expected market price of the Company's common stock of
63.0%;  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  $229 in 1999.  The impact on basic and diluted earnings per share
in  1999  would  have  been  a  $.02  and  $.01  decrease,  respectively.

                                     F - 20
<PAGE>

     A summary of the Company's stock option activity, related information as of
December  31,  1999  and  changes  during  the  year  is  presented  below:

<TABLE>
<CAPTION>
                                                     WEIGHTED
                                                      AVERAGE
                                                     EXERCISE
                                            SHARES     PRICE
                                           --------  ---------
<S>                                        <C>       <C>
Outstanding at beginning of year. . . . .         -  $       -
  Granted at fair value . . . . . . . . .   302,836  $   14.74
  Exercised . . . . . . . . . . . . . . .         -  $       -
  Forfeited . . . . . . . . . . . . . . .    10,500  $   15.00
                                           --------
Outstanding at year end . . . . . . . . .   292,336  $   14.73
                                           ========
Options exercisable at year end . . . . .         -  $       -
Weighted-average grant date fair value of
  each option granted during the year . .  $   6.66
</TABLE>

     The  following table summarizes information about stock options outstanding
and  exercisable  at  December  31,  1999:

<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      9.61      $   11.47         -  $       -
    $ 15.00      269,836      9.61      $   15.00         -  $       -
                 -------                           --------

          Total  292,336      9.61                        -  $       -
                 =======                           ========
</TABLE>


                                     F - 21
<PAGE>

16.  QUARTERLY  INFORMATION  (UNAUDITED)

<TABLE>
<CAPTION>
                                                              QUARTER ENDED
                                          ------------------------------------------------------
                                            MARCH 31,   JUNE 30,   SEPTEMBER 30,    DECEMBER 31,
                                          -----------  ---------  --------------  --------------
<S>                                       <C>          <C>        <C>             <C>
1999
Net sales. . . . . . . . . . . . . . . .  $   49,171   $  77,768     $    93,986     $   77,256
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

1998
Net sales. . . . . . . . . . . . . . . .  $   28,513   $  54,529     $    82,512     $   63,185
Gross profit . . . . . . . . . . . . . .       7,179      15,055          23,982         14,303
Income (loss) before extraordinary item.      (1,823)      2,210           3,858            587
Net income (loss). . . . . . . . . . . .      (1,823)      1,872           3,858            587

Income (loss) before extraordinary item
  available for common shareholders
  per share
    -basic . . . . . . . . . . . . . . .  $    (0.46)  $    0.20     $      0.46     $    (0.08)
    -diluted . . . . . . . . . . . . . .  $    (0.46)  $    0.19     $      0.44     $    (0.08)
</TABLE>


                                     F - 22
<PAGE>

                                 EXHIIBIT 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

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

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)

<PAGE>

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

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)

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)

<PAGE>

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)

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)

<PAGE>

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)

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)

<PAGE>

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)

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)

<PAGE>

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)

21.1           Subsidiaries  of  the  Company

27.1           Financial  Data  Schedule  (EDGAR  Filing  Only)


*  Incorporated  by  reference  to  the  filing  indicated.