EXHIBIT 4.1(vi)



                        FIFTH AMENDMENT

     THIS FIFTH AMENDMENT dated as of March 30, 2001 (this
"Amendment") is to the Third Amended and Restated Credit
Agreement (as amended, the "Credit Agreement") dated as of June
5, 1998 among U.S. AGGREGATES, INC., a Delaware corporation (the
"Company"), various financial institutions (the "Lenders") and
BANK OF AMERICA, N.A., as agent for the Lenders (the "Agent").
Unless otherwise defined herein, terms defined in the Credit
Agreement are used herein as defined in the Credit Agreement.

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

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

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

     1.1_ Section 1.1 of the Credit Agreement shall be amended by
inserting the following definition in its appropriate
alphabetical position:

          Old Castle Transaction means the asset sale transaction
     contemplated by that certain Agreement of Purchase and Sale
     of Assets, dated as of March 30, 2001, by and among P&C,
     Inc.  and RM, Inc., as buyers, and Valley Asphalt, Inc.,
     Geodyne Beck Rock Products, Inc., Eagle Valley Materials,
     Inc. and Monroc, Inc., as sellers.

     1.2_ Section 3.1(b) of the Credit Agreement shall be amended by
inserting the following proviso at the end thereof:

     ; provided, however, the quarterly installment scheduled to
     be paid on March 31, 2001 may be deferred, but only to the
     earlier to occur of (i) April 13, 2001 and (ii) consummation
     of the Old Castle Transaction.

     1.3_ Section 6.1.1 of the Credit Agreement shall be amended by
inserting the following clause (c)

          (c)   Upon the application of the Available Cash
     Proceeds of the Old Castle Transaction to the Revolving
     Loans as set forth in Section 6.2.1(a), the Revolving
     Commitments shall automatically and permanently be reduced
     by the amount of such application.

     1.4_ Section 6.2.1(a) of the Credit Agreement shall be amended by
(i) inserting the words "and, as set forth in the next paragraph,
Revolving Loans" after the words "Term Loans" the first place
such words appear in the first sentence of such section and (ii)
deleting the last sentence of such section and inserting the
following in lieu thereof:

     If the Available Cash Proceeds of the Old Castle
     Transactions are greater than $22,000,000, then the Company
     shall retain $8,000,000 of such proceeds, but if such
     Available Cash Proceeds are less than $22,000,000, then the
     Company shall retain only an amount of such proceeds equal
     to the difference between (x) $8,000,000 and (y) the amount
     by which such Available Cash Proceeds are less than
     $22,000,000, and in each such instance, the balance of such
     Available Cash Proceeds, which shall constitute Designated
     Proceeds realized from the consummation of the Old Castle
     Transaction, shall be applied ratably to and in permanent
     reduction of the Revolving Loans, the Term A Loans, and the
     Term B Loans.  In all other cases, the Designated Proceeds
     of each Mandatory Prepayment Event shall be applied to the
     Term Loans and then, after the payment in full of the Term
     Loans, to the Revolving Loans.  All prepayments of Term
     Loans pursuant to this Section 6.2.1 shall be applied to the
     prepayment of the Term Loans pro rata among the Term A Loans
     and Term B Loans, with application to the remaining
     installments of each on a pro rata basis; provided that the
     application of proceeds of the Old Castle Transaction shall
     be applied, as to the Term A Loans, first to the installment
     of principal scheduled to be paid on March 31, 2001 to the
     extent of such installment and second to the remaining
     installments of the Term A Loans on a pro rata basis.

     1.5_ Section 10 of the Credit Agreement shall be added as a new
subsection 10.29 the following at the end thereof:

          10.29   Chief Restructuring Officer.  On or before May
     31, 2001, will hire an individual with substantial
     experience in corporate restructurings under circumstances
     similar to those presently confronting the Company and who
     is satisfactory to the Required Lenders to serve as "Chief
     Restructuring Officer", reporting directly to the board of
     directors of the Company.

     SECTION 2        WAIVER OF KNOWN EXISTING DEFAULTS.  Effective on
the Fifth Amendment Effective Date (as defined below), the
Required Lenders hereby waive any and all Events of Default or
Unmatured Events of Default (including the Events of Default
specified in the Notices sent by the Agent to the Company dated
February 20, 2001 and March 7, 2001) known as the date hereof
(the "Known Existing Defaults") through April 13, 2001 except
that pricing shall remain at Base Rate.  The Required Lenders
hereby waive no Events of Default or Unmatured Events of Default
other than the Known Existing Defaults.  Moreover, the Agent and
the Lenders waive none of, but instead expressly reserve any and
all of, their claims, rights, powers and remedies under the
Credit Agreement (as amended hereby), the other Loan Documents,
and/or applicable law, including, without limitation, with
respect to any Events of Default or Unmatured Events of Default
other than the Known Existing Defaults.

     SECTION 3       PAYMENTS OF PRESENT ASSET SALE PROCEEDS.  On or
before March 30, 2001, the Company shall have paid the Present
Asset Sale Proceeds (as defined below) in immediately available
funds to the Agent to be applied against the Term A Loans and
Term B Loans as if this Fifth Amendment had not been executed and
delivered.

     SECTION 4       REPRESENTATIONS AND WARRANTIES. The Company
represents and warrants to the Agent and the Lenders that (a) as
of the date hereof, and other than with respect to approximately
$2,100,000 (the "Present Asset Sale Proceeds"), no proceeds of
asset sales are presently in the possession of or under the
direction or control of the Company or any of its affiliates; (b)
the representations and warranties made in Section 9 (excluding
Sections 9.6 and 9.8) of the Credit Agreement are true and
correct on and as of the Fifth Amendment Effective Date with the
same effect as if made on and as of the Fifth Amendment Effective
Date (except to the extent relating solely to an earlier date, in
which case they were true and correct as of such earlier date);
(c) no Event of Default or Unmatured Event of Default exists,
other than the Known Existing Defaults, or will result from the
execution of this Amendment; (d) no event or circumstance has
occurred since the Effective Date that has resulted, or would
reasonably be expected to result, in a Material Adverse Effect;
(e) the execution and delivery by the Company of this Amendment
and the performance by the Company of its obligations under the
Credit Agreement as amended hereby (as so amended, the "Amended
Credit Agreement") (i) are within the corporate powers of the
Company, (ii) have been duly authorized by all necessary
corporate action, (iii) have received all necessary approval from
any Governmental Authority and (iv) do not and will not
contravene or conflict with any provision of any law, rule or
regulation or any order, decree, judgment or award which is
binding on the Company or any Guarantor or any of their
respective Subsidiaries or of any provision of the certificate of
incorporation or bylaws or other organizational documents of the
Company or of any agreement, indenture, instrument or other
document which is binding on the Company or any Guarantor or any
of their respective Subsidiaries; (f) the Amended Credit
Agreement is the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its
terms, except as enforceability may be limited by applicable
bankruptcy, insolvency or similar laws affecting the enforcement
of creditors' rights generally or by equitable principles
relating to enforceability; and (g) the obligation of the Company
and the other Loan Parties to repay the Loans and the other
obligations under the Loan Documents is absolute and
unconditional, and there exists no right of setoff or recoupment,
counterclaim or defense of any nature whatsoever to payment of
such obligations.

     SECTION 5       EFFECTIVENESS.  The amendments set forth in
Section 1 above shall become effective as of the date hereof on
such date (the "Fifth Amendment Effective Date") when the Agent
shall have received (a) the Present Asset Sale Proceeds in
immediately available funds, (b) a counterpart of this Amendment
executed by the Company, the Required Revolving Lenders, the
Required Term A Lenders and the Required Term B Lenders (or, in
the case of any party other than the Company from which the Agent
has not received a counterpart hereof, facsimile confirmation of
the execution of a counterpart hereof by such party), (c) for the
account of each Lender that has executed and delivered a
counterpart hereof to counsel for the Agent by 1:00 p.m. (Chicago
time) on April 2, 2001, an amendment fee in an amount equal to
0.10% of such Lender's Revolving Commitment plus the Term Loans
of such Lender outstanding on the Fifth Amendment Effective Date
and (d) each of the following documents, each in form and
substance satisfactory to the Agent:

     5.1_ Reaffirmation.  Counterparts of the Reaffirmation of Loan
Documents, substantially in the form of Exhibit A, executed by
the Company, each Guarantor and each Pledgor.

     5.2_ Resolutions.  Certified copies of resolutions of the Board
of Directors of the Company authorizing or ratifying the
execution, delivery and performance by the Company of this
Amendment, the Amended Credit Agreement and each other Loan
Document contemplated by this Amendment to which the Company is a
party.

     5.3_ Incumbency and Signature Certificates.  A certificate of
the Secretary or an Assistant Secretary of the Company,
certifying the names of the officer or officers of the Company
authorized to sign this Amendment and the other Loan Documents
contemplated hereby to which the Company is a party, together
with a sample of the true signature of each such officer.

     5.4_ Other Documents.  Such other documents as the Agent or any
Lender may reasonably request.

     SECTION 6       MISCELLANEOUS.

     6.1_ Continuing Effectiveness, etc.  As herein amended, the
Credit Agreement shall remain in full force and effect and is
hereby ratified and confirmed in all respects.  After the Fifth
Amendment Effective Date, all references in the Credit Agreement,
the Notes, each other Loan Document and any similar document to
the "Credit Agreement" or similar terms shall refer to the
Amended Credit Agreement.

     6.2_ Counterparts.  This Amendment may be executed in any number
of counterparts and by the different parties on separate
counterparts, and each such counterpart shall be deemed to be an
original but all such counterparts shall together constitute one
and the same Amendment.

     6.3_ Expenses.  The Company agrees to pay the reasonable costs
and expenses of the Agent (including reasonable fees and
disbursements of counsel, including, without duplication, the
allocable costs of internal legal services and all disbursements
of internal legal counsel and the reasonable fees of
PricewaterhouseCoopers, L.L.P., financial advisor to the Agent)
in connection with the preparation, execution and delivery of
this Amendment.

     6.4_ Governing Law.  This Amendment shall be a contract made
under and governed by the laws of the State of Illinois
applicable to contracts made and to be wholly performed within
the State of Illinois.

     6.5_ Successors and Assigns.  This Amendment shall be binding
upon the Company, the Lenders and the Agent and their respective
successors and assigns, and shall inure to the benefit of the
Company, the Lenders and the Agent and the successors and assigns
of the Lenders and the Agent.

     6.6_ Fees.  The fees referred to in Section 5(c) hereof are not
subject to Section 7.5 of the Credit Agreement.


     Delivered as of the day and year first above written.

                                U.S. AGGREGATES, INC.


                                By:
                                Title:


                                BANK OF AMERICA, N.A., as Agent


                                By: Illegible
                                Title: Vice President


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


                                By: Illegible
                                Title: Managing Director


                                FLEET NATIONAL BANK (formerly
                                known as BankBoston, N.A.), as a
                                Lender


                                By: Illegible
                                Title: Senior Vice President


                                NATIONAL CITY BANK, as a Lender


                                By: Illegible
                                Title: Senior Vice President


                                BANK OF SCOTLAND, as a Lender


                                By: /s/ Joseph Fratus
                                Title: Vice President


                                IBJ WHITEHALL BANK AND TRUST
                                COMPANY, as a Lender


                                By: Illegible
                                Title: Director


                                COMERICA BANK - CALIFORNIA, as a
                                Lender


                                By: Illegible
                                Title: Vice President


                                ZIONS FIRST NATIONAL BANK, as a
                                Lender


                                By: Illegible
                                Title: Vice President


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


                                By: /s/ Cecilia M. Valente
                                Title: Senior Vice President



                                PILGRIM PRIME RATE TRUST, as a
                                Lender

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

                                By:
                                Title:


                                SENIOR DEBT PORTFOLIO

                                By: Boston Management and
                                Research, as Investment Advisor

                                By:
                                Title:


                                EATON VANCE INSTITUTIONAL SENIOR
                                LOAN FUND

                                By: Eaton Vance Management, as
                                Investment Advisor

                                By:
                                Title:


                                EATON VANCE SENIOR INCOME TRUST

                                By: Eaton Vance Management, as
                                Investment Advisor

                                By:
                                Title:


                                KZH-HIGHLAND - 2 LLC

                                By: /s/ Susan Lee
                                Title: Authorized Agent

                                ARCHIMEDES FUNDING, LLC

                                By: ING Capital Advisors, LLC,
                                as Collateral Manager


                                By: Illegible
                                Title: Senior Vice President

                                ARCHIMEDES FUNDING III, LLC

                                By: ING Capital Advisors, LLC,
                                as Collateral Manager


                                By: Illegible
                                Title: Senior Vice President


                                SEQUILS-ING 1 (HBDGM), LTD.

                                By: ING Capital Advisors, LLC,
                                as Collateral Manager


                                By: Illegible
                                Title: Senior Vice President


                                BANK ONE, N.A.


                                By:
                                Title:


                                BRANCH BANKING AND TRUST COMPANY


                                By:
                                Title:

                            EXHIBIT A
                    FORM OF REAFFIRMATION
                        OF LOAN DOCUMENTS


                                           as of March __, 2001


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


               Re:  Reaffirmation of Loan Documents

Ladies and Gentlemen:

     Please refer to:

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

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

    3.  The following Pledge Agreements:

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

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

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

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

    5.   Each  other  Loan  Document (as defined  in  the  Credit
Agreement referred to below).

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

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

    Each  of  the  undersigned  hereby  (i)  confirms  that  each
Document  to  which such undersigned is a party remains  in  full
force and effect after giving effect to the effectiveness of  the
Amendment  and  that, upon such effectiveness, all references  in
such  Document  to the "Credit Agreement" shall be references  to
the  Credit  Agreement  as  amended by  the  Amendment  and  (ii)
acknowledges and agrees that its obligations under the  Documents
are  absolute  and unconditional, and there exists  no  right  of
setoff  or  recoupment,  counterclaim or defense  of  any  nature
whatsoever thereto.

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

                              U.S. AGGREGATES, INC.

                             By:_______________________________
                             Title:____________________________


                             SRM HOLDINGS CORP.

                             By:________________________________
                             Title:_____________________________


                             WESTERN AGGREGATES HOLDING CORP.

                             By:________________________________
                             Title:_____________________________


                             WESTERN ROCK PRODUCTS CORP.

                             By:________________________________
                             Title:_____________________________


                             JENSEN CONSTRUCTION & DEVELOPMENT, INC.


                             By:________________________________
                             Title:_____________________________

                             SANDIA CONSTRUCTION, INC.

                             By:________________________________
                             Title:_____________________________


                             TRI-STATE TESTING LABORATORIES, INC.

                             By:________________________________
                             Title:_____________________________

                             MOHAVE CONCRETE AND MATERIALS, INC.,
                             a Nevada corporation

                             By:________________________________
                             Title:_____________________________


                             MOHAVE CONCRETE AND MATERIALS, INC.,
                             an Arizona corporation

                             By:________________________________
                             Title:_____________________________


                             A-BLOCK COMPANY, INC.,
                             an Arizona corporation

                             By:________________________________
                             Title:_____________________________


                             A-BLOCK COMPANY, INC.,
                             a California corporation

                             By:________________________________
                             Title:_____________________________


                             COX ROCK PRODUCTS, INC.

                             By:________________________________
                             Title:_____________________________


                             COX TRANSPORT CORPORATION

                             By:________________________________
                             Title:_____________________________


                             VALLEY ASPHALT, INC.

                             By:________________________________
                             Title:_____________________________


                             GEODYNE BECK ROCK PRODUCTS, INC.

                             By:________________________________
                             Title:_____________________________


                             SOUTHERN READY MIX, INC.

                             By:________________________________
                             Title:_____________________________


                             DEKALB STONE, INC.

                             By:________________________________
                             Title:_____________________________


                             MULBERRY ROCK CORPORATION

                             By:________________________________
                             Title:_____________________________


                             BHY READY MIX, INC.

                             By:________________________________
                             Title:_____________________________


                             BRADLEY STONE & SAND, INC.

                             By:________________________________
                             Title:_____________________________


                             MONROC, INC.

                             By:________________________________
                             Title:_____________________________


                             WESTERN AGGREGATES, INC.

                             By:________________________________
                             Title:_____________________________


ACKNOWLEDGED AND AGREED
as of the date first written above

BANK OF AMERICA, N.A., as Agent


By:________________________________
Title:______________________________