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                                                                     EXHIBIT 4.6


                         2001 EMPLOYEE INCENTIVE PLAN

                                      of

                              U.S. CONCRETE, INC.


     1.  Establishment of This Plan.  U.S. Concrete, Inc., a Delaware
corporation (the "Company"), hereby establishes this 2001 Employee Incentive
Plan of U.S. Concrete, Inc. (this "Plan"), effective as of February 8, 2001.
References in this Plan to "Paragraphs" are to Paragraphs of this Plan.

     2.  Definitions.  The following terms this Plan uses have the following
respective meanings:

          "Authorized Officer" means the CEO (or any other senior officer of the
     Company to whom the CEO delegates, by written notice to the Committee of
     that delegation, authority to execute any Award Agreement).

          "Award" means an Employee Award or an Independent Contractor Award.

          "Award Agreement" means any Employee Award Agreement or Independent
     Contractor Award Agreement.

          "Board" means the Board of Directors of the Company.

          "Cash Award" means an award denominated in cash.

          "CEO" means at any time the chief executive officer of the Company at
     that time.

          "Code" means the Internal Revenue Code of 1986, as amended from time
     to time.

          "Committee" means the Compensation Committee of the Board or any other
     committee of the Board which the Board designates by a written resolution
     to administer this Plan.

          "Common Stock" means the Common Stock, par value $.001 per share, of
     the Company.

          "Company" means U.S. Concrete, Inc., a Delaware corporation.

          "Dividend Equivalents" means, with respect to shares of Restricted
     Stock, an amount equal to all dividends and other distributions (or the
     economic equivalent thereof) that are payable to stockholders of record
     during the Restriction Period applicable to those shares on a like number
     of shares of Common Stock.

          "Employee" means any employee of the Company or any of its
     Subsidiaries.

          "Employee Award" means the grant under this Plan of any Option, SAR,
     Stock Award, Cash Award or Performance Award, whether granted singly or in
     combination or tandem with any other Award, to a Participant who is an
     Employee on such terms and subject to such conditions and limitations as
     the Committee may establish pursuant to this Plan.

          "Employee Award Agreement" means a written agreement between the
     Company and a Participant who is an Employee which sets forth the terms,
     conditions and limitations applicable to an Employee Award granted to that
     Employee.
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          "Fair Market Value" of a share of Common Stock means, as of a
     particular date, (i) if shares of Common Stock are listed on a national
     securities exchange, the last sales price or, if such price is unavailable,
     the average of the closing bid and asked prices per share of Common Stock
     on such date (or, if there was no trading in the Common Stock on such date,
     on the next preceding date on which there was trading) as provided by the
     consolidated transaction reporting system for the principal national
     securities exchange on which shares of Common Stock are listed on such
     date, (ii) if shares of Common Stock are not so listed but are quoted in an
     interdealer quotation system, the last sales price or, if such price is
     unavailable, the average of the closing bid and asked prices per share of
     Common Stock on such date (or, if there was no trading in the Common Stock
     on such date, on the next preceding date on which there was trading) as
     provided by the consolidated transaction reporting system for the principal
     interdealer quotation system on which shares of Common Stock are quoted on
     such date; or (iii) if shares of Common Stock are not listed on a national
     securities exchange or quoted in an interdealer quotation system, the value
     as determined by the Committee in good faith in its sole discretion.

          "Incentive Option" means an Option intended to comply with Section 422
     of the Code.

          "Independent Contractor" means a natural person providing services to
     the Company or any of its Subsidiaries otherwise than as an Employee or a
     member of the Board, provided that those services are not in connection
     with the offer or sale of securities in a capital-raising transaction and
     do not directly or indirectly promote or maintain a market for the
     Company's securities.

          "Independent Contractor Award" means the grant under this Plan of any
     Nonqualified Stock Option, SAR, Stock Award, Cash Award or Performance
     Award, whether granted singly or in combination or tandem with any other
     Award, to a Participant who is an Independent Contractor on such terms and
     subject to such conditions and limitations as the Committee may establish
     pursuant to this Plan.

          "Independent Contractor Award Agreement" means a written agreement
     between the Company and a Participant who is an Independent Contractor
     which sets forth the terms, conditions and limitations applicable to an
     Independent Contractor Award granted to that Independent Contractor.

          "Nonqualified Option" means an Option that is not an Incentive Option.

          "Option" means a right to purchase a specified number of shares of
     Common Stock at a specified price.

          "Participant" means an Employee or Independent Contractor to whom an
     Award has been made under this Plan.

          "Performance Award" means an award to a Participant who is an Employee
     or Independent Contractor the earning of which is subject to the attainment
     of one or more Performance Goals.

          "Performance Goal" means a standard the Committee establishes to
     determine in whole or in part whether a Performance Award will be earned.

          "Restricted Stock" means any Common Stock whose transfer is restricted
     or which is subject to forfeiture provisions as the Award Agreement
     relating thereto provides.

          "Restriction Period" means a period of time beginning as of the
     effective date as of which an Award of Restricted Stock is made and ending
     as of the date on which the Common Stock subject to that Award is no longer
     restricted as to its transfer or subject to forfeiture provisions.

          "SAR" means a right to receive a payment, in cash or Common Stock,
     equal to the excess of the Fair Market Value or other specified valuation
     of a specified number of shares of Common Stock on the date the right is
     exercised over a specified strike price, in each case as the Committee
     determines.
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          "Stock Award" means an award in the form of Common Stock or units
     denominated in Common Stock.

          "Subsidiary" means:  (i) in the case of  a corporation, any
     corporation of which the Company directly or indirectly owns shares
     representing more than 50% of the combined voting power of the shares of
     all classes or series of capital stock of that corporation which have the
     right to vote generally on matters submitted to a vote of the stockholders
     of that corporation; and (ii) in the case of a partnership or other
     business entity not organized as a corporation, any such business entity of
     which the Company directly or indirectly owns more than 50% of the voting,
     capital or profits interests (whether in the form of partnership interests,
     membership interests or otherwise).

     3.  Objectives.  The Company has designed this Plan to (i)  attract and
retain key Employees and Independent Contractors, (ii)  encourage the sense of
proprietorship of those persons in the Company and (iii)  stimulate the active
interest of those persons in the development and financial success of the
Company by making Awards.

     4.  Eligibility.  (a)  Employees.  Employees assigned or to be assigned
positions of responsibility and whose performance, in the judgment of the
Committee, can have a significant effect on the success of the Company are
eligible for Employee Awards.  Notwithstanding the foregoing sentence (or any
other provision of this Plan), no person who is an officer of the Company or a
member of the Board will be eligible to receive an Award under this Plan.
Employees holding Employee Awards who later become officers of the Company or
members of the Board may continue to participate in this Plan with respect to
their existing Employee Awards, but will not be eligible for additional grants
of Awards under this Plan.

     (b) Independent Contractors.  Independent Contractors providing, or who
will provide, services to the Company or any of its Subsidiaries are eligible
for Independent Contractor Awards.

     5.  Common Stock Available for Awards.  Subject to the provisions of
Paragraph 14, as of any date within any calendar quarter there will be available
for Awards granted wholly or partly in Common Stock (including rights or options
that may be exercised for or settled in Common Stock) an aggregate of the
greater of (i) 1,100,000 shares of Common Stock or (ii) 5% of the number of
shares of Common Stock issued and outstanding on the last day of the immediately
preceding calendar quarter.  No more than 500,000 shares of Common Stock will be
used for Awards of Incentive Options.  Shares of Common Stock which are the
subject of Awards that are forfeited or terminated, expire unexercised, are
settled in cash in lieu of Common Stock or in a manner such that all or some of
the shares covered thereby are not issued to a Participant or are exchanged for
a consideration that does not involve Common Stock will again immediately become
available for Awards.  The Committee may from time to time adopt and observe
such procedures concerning the counting of shares against the Plan maximum as it
may deem appropriate.  The Board and the appropriate officers of the Company
will from time to time take whatever actions are necessary to file any required
documents with governmental authorities, stock exchanges and transaction
reporting systems to ensure that shares of Common Stock are available for
issuance pursuant to Awards.

     6.  Administration.  The Committee will administer this Plan.

     (a) Subject to the provisions hereof, the Committee will have full and
exclusive power and authority to administer this Plan and to take all actions
that this Plan specifically contemplates or that are necessary or appropriate in
connection with the administration hereof.  The Committee also will have full
and exclusive power to interpret this Plan and to adopt such rules, regulations
and guidelines for carrying out this Plan as the Committee may deem necessary or
proper, all of which powers will be exercised in the best interests of the
Company and in keeping with the objectives of this Plan.  The Committee may, in
its discretion, provide for the extension of the exercisability of any Award,
accelerate the vesting or exercisability of any Award, eliminate or make less
restrictive any restrictions any Award contains, waive any restriction or other
provision of this Plan or any Award or otherwise amend or modify any Award in
any manner that is either (i) not adverse to the Participant to whom that Award
was granted or (ii) consented to in writing by that Participant.  The Committee
may grant an Employee Award to any individual who has agreed in writing to
become an Employee within six months after the date of that agreement, provided
that the effectiveness of that Award is subject to the condition that the
individual actually becomes an Employee within that time period.  The Committee
may correct any defect or supply any omission or reconcile any
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inconsistency in this Plan or in any Award in the manner and to the extent the
Committee deems necessary or desirable to further the purposes of this Plan. Any
decision of the Committee in the interpretation and administration of this Plan
will lie within its sole and absolute discretion and will be final, conclusive
and binding on all parties concerned.

     (b) No Committee member or Company officer to whom the Committee delegates
authority pursuant to Paragraph 7 will be liable for any action that person
takes or omits to take in connection with the performance of any duties under
this Plan, except for his or her own willful misconduct or as any applicable
statute expressly provides.

     7.  Delegation of Authority.  The Committee may delegate to the CEO and to
other senior officers of the Company its duties under this Plan on such terms
and subject to such conditions or limitations as the Committee may establish.

     8.  Awards.  (a) Employee Awards.  The Committee will determine the type or
types of Employee Awards to be made and will designate from time to time the
Employees who are to receive Employee Awards.  An Employee Award Agreement will
(i) evidence each Employee Award, (ii) contain such terms, conditions and
limitations as the Committee determines in its sole discretion and (iii) be
signed by the Participant to whom that Employee Award is made and an Authorized
Officer.  Employee Awards may consist of those this Paragraph 8(a) lists and may
be granted singly or in combination or in tandem with other Employee Awards.
Employee Awards also may be made in combination or in tandem with, in
replacement of or as alternatives to grants or rights under this Plan or any
other employee plan of the Company or any of its Subsidiaries, including the
plan of any acquired entity. An Employee Award may provide for the grant or
issuance of additional, replacement or alternative Employee Awards on the
occurrence of specified events, including the exercise of the original Employee
Award granted to a Participant.  All or part of an Employee Award may be subject
to such conditions as the Committee may establish, which may include, but are
not limited to, continuous service with the Company and its Subsidiaries,
achievement of specific business objectives, increases in specified indices,
attainment of specified growth rates and other comparable measurements of
performance.  If a Participant holding an Employee Award ceases to be an
Employee, any unexercised, deferred, unexercisable, unvested or unpaid portion
of that Employee Award will be treated as the applicable Employee Award
Agreement sets forth.  The types of Employee Awards that may be made under this
Plan are as follows:

     (i)   Option. An Employee Award may be in the form of an Incentive Option
           or a Nonqualified Option. Unless the Committee specifies otherwise in
           the case of any Nonqualified Option, the price at which any share of
           Common Stock may be purchased on the exercise of any Option will be
           not less than the Fair Market Value of a share of the Common Stock on
           the date of grant of that Option, and the Committee will determine
           the other terms, conditions and limitations applicable to each
           Option, including its term and the date or dates on which it becomes
           exercisable.

     (ii)  SAR. An Employee Award may be in the form of an SAR the terms,
           conditions and limitations applicable to which, including its term
           and the date or dates on which it becomes exercisable, the Committee
           will determine.

     (iii) Stock Award. An Employee Award may be in the form of a Stock Award
           the terms, conditions and limitations applicable to which the
           Committee will determine.

     (iv)  Cash Award. An Employee Award may be in the form of a Cash Award the
           terms, conditions and limitations applicable to which the Committee
           will determine.

     (v)   Performance Award. An Employee Award may be in the form of a
           Performance Award that will be paid or become vested or otherwise
           deliverable solely on account of the attainment of one or more pre-
           established, objective Performance Goals the Committee establishes
           prior to the earlier to occur of (A) 90 days after the commencement
           of the period of service to which the Performance
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           Goal relates or (B) the elapse of 25% of that period (as scheduled in
           good faith at the time the goal is established), and in any event
           while the outcome is substantially uncertain. A Performance Goal is
           objective if a third party knowing the relevant facts could determine
           whether the goal is met. A Performance Goal may be based on one or
           more business criteria, including, but not limited to, those that
           apply to the individual, one or more lines or classes of products or
           services of the Company, one or more business divisions, groups or
           units of the Company, or the Company as a whole, and may include one
           or more of the following: increased revenue, net income, stock price,
           market share, earnings per share, return on equity, return on assets
           or decrease in costs. Unless otherwise stated, a Performance Goal
           need not be based on an increase or positive result under a
           particular business criterion and could include, for example,
           maintaining the status quo or limiting economic losses (measured, in
           each case, by reference to specific business criteria). Subject to
           the foregoing provisions, the Committee will determine the terms,
           conditions and limitations applicable to Performance Awards.


     (b) Independent Contractor Awards.  The Committee will have the sole
responsibility and authority to determine the type or types of Independent
Contractor Awards to be made and may make any such Awards as could be made to an
Employee, other than Awards consisting of Incentive Options.

     9.  Payment of Awards.  (a)  General.  Payment of Awards may be made in the
form of cash or Common Stock, or a combination thereof, and may include such
restrictions as the Committee may determine, including, in the case of Common
Stock, restrictions on transfer and forfeiture provisions.  If payment of an
Award is made in the form of shares of Restricted Stock, the applicable Award
Agreement relating to those shares will specify whether they are to be issued at
the beginning or end of their Restriction Period.  If shares of Restricted Stock
are to be issued at the beginning of their Restriction Period, the certificates
evidencing those shares (to the extent that those shares are so evidenced) will
contain appropriate legends and restrictions that describe the terms and
conditions of the restrictions applicable thereto.  If shares of Restricted
Stock are to be issued at the end of their Restricted Period, the right to
receive those shares will be evidenced by book entry registration or in such
other manner as the Committee may determine.

     (b) Deferral.  With the approval of the Committee, amounts payable in
respect of Awards may be deferred and paid either in the form of installments or
as a lump-sum payment.  The Committee may permit selected Participants to elect
to defer payments of some or all types of Awards in accordance with procedures
the Committee establishes.  Any deferred payment of an Award, whether elected by
the Participant or specified by the applicable Award Agreement or by the
Committee, may be forfeited if and to the extent that the applicable Award
Agreement so provides.

     (c) Dividends and Interest.  Rights to dividends or Dividend Equivalents
may be extended to and made part of any Award consisting of shares of Common
Stock or units denominated in shares of Common Stock, subject to such terms,
conditions and restrictions as the Committee may establish.  The Committee also
may establish rules and procedures for the crediting of interest on deferred
cash payments and Dividend Equivalents for Awards consisting of Common Stock or
units denominated in Common Stock.

     (d) Substitution of Awards.  At the discretion of the Committee, a
Participant may be offered an election to substitute any Award for another Award
or Awards of the same or a different type.

     10.  Option Exercise.  The price at which shares of Common Stock may be
purchased under an Option will be paid in full at the time of exercise in cash
or, if the optionee so elects, the optionee may purchase those shares by means
of tendering shares of Common Stock or surrendering another Award, including
shares of Restricted Stock, valued at their Fair Market Value per share on the
date of exercise, or any combination thereof.  The Committee will determine
acceptable methods for Participants to tender Common Stock or other Awards to
exercise an Option; provided that shares of Common Stock that are or were the
subject of a compensatory award (whether under this Plan or otherwise) may be so
tendered only if those shares have been held by the Participant for at least six
months.  The Committee may provide for procedures to permit the exercise or
purchase of any Award by use of the proceeds to be received from the sale of
Common Stock issuable pursuant to such an Award.  Unless the applicable Award
Agreement otherwise provides, if shares of Restricted Stock are tendered as
consideration for the
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exercise of an Option, the number of the shares issued on the exercise of the
Option which equals the number of shares of Restricted Stock used as
consideration therefor will be subject to the same restrictions as the
Restricted Stock so submitted as well as to any additional restrictions the
Committee may impose.

     11.  Taxes.  The Company will have the right to deduct applicable taxes
from any Employee Award payment and withhold, at the time of delivery or vesting
of cash or shares of Common Stock under this Plan, or at the time applicable law
otherwise requires, an appropriate amount of cash or number of shares of Common
Stock or a combination thereof for payment of taxes required by law or to take
such other action as may be necessary in the opinion of the Company to satisfy
all obligations for withholding of those taxes.  The Committee may permit
withholding to be satisfied by the transfer to the Company of shares of Common
Stock theretofore owned by the holder of the Employee Award with respect to
which withholding is required.  If shares of Common Stock are used to satisfy
tax withholding, those shares will be valued at their Fair Market Value per
share when the tax withholding is required to be made.  The Committee may
provide for loans, on either a short-term or demand basis, from the Company to a
Participant to permit the payment of taxes required by law.

     12.  Amendment, Modification, Suspension or Termination.  The Board may
amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose applicable
law permits, except that no amendment or alteration that would adversely affect
the rights of any Participant under any Award previously granted to that
Participant may be made without the consent of that Participant.

     13.  Assignability.  Unless the Committee otherwise determines and provides
in the applicable Award Agreement, no Award or any other benefit under this Plan
will be assignable or otherwise transferable except by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder.  The Committee may prescribe and
include in any Award Agreement other restrictions on transfer.  Any attempted
assignment of an Award or any other benefit under this Plan in violation of this
Paragraph 13 will be null and void.

     14.  Adjustments.  The existence of outstanding Awards will not affect in
any manner the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the capital stock of the Company or its business or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
other stock (whether or not that issue is prior to, on a parity with or junior
to the Common Stock) or the dissolution or liquidation of the Company, or any
sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding of any kind, whether or not of a character similar
to that of the acts or proceedings enumerated above.

     (a) If any subdivision, split or combination of outstanding shares of
Common Stock, or any declaration of a dividend payable in shares of Common
Stock, occurs, then (i) the number of shares of Common Stock reserved under this
Plan, (ii) the number of shares of Common Stock covered by outstanding Awards in
the form of Common Stock or units denominated in Common Stock, (iii) the
exercise or other price in respect of such Awards and (iv) the appropriate Fair
Market Value and other price determinations for such Awards each will be
proportionately adjusted by the Board to reflect the consequences of that
occurrence.  If any recapitalization or capital reorganization of the Company,
any consolidation or merger of the Company with another corporation or entity,
any adoption by the Company of any plan of exchange affecting the Common Stock
or any distribution to holders of Common Stock of securities or property (other
than normal cash dividends) occurs, the Board will make such adjustments or
other provisions as it in its sole discretion may deem equitable, including
adjustments to the amounts or other items referred to in clauses (ii), (iii) and
(iv) of the preceding sentence, to give effect to that transaction or event.  In
the event of a corporate merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, the Board will be authorized,
in its sole discretion, to (i) issue or assume Awards by means of substitution
of new Awards, as appropriate, for previously issued Awards or to assume
previously issued Awards as part of such adjustment, (ii) make provision, prior
to the transaction, for the acceleration of the vesting and exercisability of,
or lapse of restrictions with respect to, Awards and the termination of options
that remain unexercised at the time of such transaction or (iii) provide for the
acceleration of the vesting and exercisability of Options and the cancellation
thereof in exchange for such payment as the Board in its sole discretion
determines is a reasonable approximation of the value thereof.
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     15.  Restrictions.  No Common Stock or other form of payment will be issued
with respect to any Award unless the Company is satisfied, on the basis of
advice of its counsel, that the issuance will comply with applicable federal and
state securities laws, including the Securities Act of 1933, as amended.
Certificates evidencing shares of Common Stock delivered under this Plan (to the
extent that the shares are so evidenced) may be subject to such stop-transfer
orders and other restrictions as the Committee may deem advisable under the
rules, regulations and other requirements of the Securities and Exchange
Commission, any securities exchange or transaction reporting system on which the
Common Stock is then listed or to which it is admitted for quotation and any
applicable federal or state securities law.  The Committee may cause a legend or
legends to be placed upon those certificates (if any) to make appropriate
reference to those restrictions.

     16.  Unfunded Plan.  Insofar as this Plan provides for Awards of cash,
Common Stock or rights thereto, it will be unfunded.  Although the Company may
establish bookkeeping accounts with respect to Participants who are entitled to
cash, Common Stock or rights thereto under this Plan, it will use any such
accounts merely as a bookkeeping convenience.  The Company will not be required
to segregate any assets that may at any time be represented by cash, Common
Stock or rights thereto, nor will this Plan be construed as providing for that
segregation, nor shall the Company, the Board or the Committee be deemed to be a
trustee of any cash, Common Stock or rights thereto to be granted under this
Plan.  Any liability or obligation of the Company to any Participant with
respect to an Award of cash, Common Stock or rights thereto under this Plan will
be based solely on any contractual obligations that this Plan and any Award
Agreement create, and no such liability or obligation of the Company will be
deemed to be secured by any pledge or other encumbrance on any property of the
Company.  Neither the Company nor the Board nor the Committee will be required
to give any security or bond for the performance of any obligation that this
Plan creates.

     17.  Governing Law.  This Plan and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, will be
governed by and construed in accordance with the laws of the State of Delaware.

                                  End of Plan