EXHIBIT 4.7(vi)



                                                Execution Version













                      U.S. AGGREGATES, INC.




             AMENDMENT NO. 4 TO AMENDED AND RESTATED
               NOTE AND WARRANT PURCHASE AGREEMENT


              AMENDMENT NO. 1 TO WARRANT AGREEMENT




                   Dated as of April 18, 2001










   $30,000,000 Senior Subordinated Notes Due November 22, 2006
                               and
   $15,000,000 Senior Subordinated Notes Due November 22, 2008
                               and
      $900,000 Senior Subordinated Note Due April 18, 2002



<PAGE>



                      U.S. AGGREGATES, INC.


   $30,000,000 Senior Subordinated Notes Due November 22, 2006
                               and
   $15,000,000 Senior Subordinated Notes Due November 22, 2008
                               and
      $900,000 Senior Subordinated Note Due April 18, 2002


             AMENDMENT NO. 4 TO AMENDED AND RESTATED
               NOTE AND WARRANT PURCHASE AGREEMENT


              AMENDMENT NO. 1 TO WARRANT AGREEMENT


                                             As of April 18, 2001

The Prudential Insurance Company of America
c/o Prudential Capital Group
Two Ravinia Drive, Suite 1400
Atlanta, Georgia  30346

Ladies and Gentlemen:

     U.S. AGGREGATES, INC., a Delaware corporation (together with
its  successors and assigns, the "Company"), agrees with  you  as
follows:


1.   PRIOR AMENDMENT AND ISSUANCE OF NOTES.

     The  Company has entered into an Amendment No. 1 to  Amended
and  Restated Note and Warrant Purchase Agreement,  dated  as  of
April  14, 1999; an Amendment No. 2 to Amended and Restated  Note
and  Warrant Purchase Agreement, dated as of August 12, 1999; and
Amendment No. 3 to Amended and Restated Note and Warrant Purchase
Agreement,  dated  as of September 29, 2000,  pursuant  to  which
certain amendments were made to the Amended and Restated Note and
Warrant Purchase Agreement dated as of June 5, 1998 (as in effect
immediately prior to giving effect to the amendments provided for
by this Agreement, the "Existing Note Purchase Agreement" and, as
amended pursuant to this Agreement and as may be further amended,
restated  or  otherwise modified from time to time, the  "Amended
Note Purchase Agreement") whereby $30,000,000 aggregate principal
amount  of  Senior Subordinated Notes due November 22,  2006  and
$15,000,000  aggregate  principal amount of  Senior  Subordinated
Notes  due November 22, 2008 (such Notes as in effect immediately
prior  to  giving effect to the amendments provided for  by  this
Agreement, the "Existing Notes") of the Company have been  issued
to  you  and are currently outstanding.  The Existing  Notes,  as
amended pursuant to this Agreement and as may be further amended,
restated  or otherwise modified from time to time, together  with
the  2001 Note (as defined below), are referred to herein as  the
"Notes."

2.   DEFINED TERMS.

     Capitalized terms used herein and not otherwise defined have
the  meanings  ascribed  to  them in the  Amended  Note  Purchase
Agreement.

3.   REQUEST FOR CONSENT TO AMENDMENTS; WAIVERS; OVERRIDE.

     3.1. Amendments.

     The  Company requests that you consent to the amendments  to
the  Existing Note Purchase Agreement, the Existing Notes and the
Existing  Warrant Agreement (as defined below)  provided  for  by
this  Agreement (the "Amendments") and, in consideration of  such
consent,  agrees  to  issue to you the 2001  Note  and  the  2001
Warrants (as defined below).

     3.2. Waivers.

     Effective  on  (and  subject  to  the  occurrence  of)   the
Amendment No. 4 Effective Date, the Required Holders hereby waive
(the  "Waivers")  any Event of Default caused  by  the  Company's
noncompliance with paragraphs 8A ("Interest Coverage Ratio"),  8B
("Fixed  Charge  Coverage")  and 8C  ("Leverage  Ratio")  of  the
Existing  Note  Purchase Agreement, in each case for  the  fiscal
quarters  of  the Company ended December 31, 2000 and  March  31,
2001,  and  paragraph 8O ("Minimum EBITDA") of the Existing  Note
Purchase  Agreement,  for  any period ended  prior  to  the  date
hereof.

     3.3. Override of Certain Provisions of Existing Note Purchase
          Agreement.

     Subject  to Section 6.3, the effectiveness of the provisions
of  the  Existing  Note Purchase Agreement set forth  below  (the
"Suspended  Provisions") is hereby suspended for the period  (the
"Suspension Period") commencing on the Amendment No. 4  Effective
Date (as defined below) and ending on June 29, 2002.  The Company
shall  not  be  required to comply with the Suspended  Provisions
during  the Suspension Period and you shall have no rights  based
on   the  Suspended  Provisions  during  such  period.   At   the
conclusion of the Suspension Period, the Company shall  again  be
required to comply with the Suspended Provisions (effective as of
the  end of the first fiscal quarter of the Company ending  after
the  Suspension  Period,  regardless  of  the  fact  that  fiscal
quarters  and  a fiscal year ending within the Suspension  Period
will  be taken into account in determining such compliance),  and
you  shall have the rights specified in the Amended Note Purchase
Agreement  upon  any failure of the Company so  to  comply.   The
Suspended  Provisions  are  paragraphs  8A  ("Interest   Coverage
Ratio"),  8B ("Fixed Charge Coverage") and 8C ("Leverage Ratio").
All other provisions of the Amended Note Purchase Agreement shall
be  in  full  force  and  effect during  the  Suspension  Period.
Immediately  upon  the conclusion of the Suspension  Period,  the
amendments to the covenants and definition set forth in  Sections
5  and  7 of Part 1 of Exhibit A shall cease to be effective  and
such  covenants and definition, as set forth in the Existing Note
Purchase Agreement, shall be in full force and effect.

4.   ISSUANCE OF 2001 NOTE AND 2001 WARRANTS.

     4.1. Issuance of 2001 Note.

     The   Company  has  authorized  the  issue  of  its   senior
subordinated promissory note in the aggregate principal amount of
Nine Hundred Thousand Dollars ($900,000), to be dated the date of
issue  thereof,  to  mature  on  the  first  anniversary  of  the
Amendment  No.  4  Effective  Date,  to  bear  interest,  payable
quarterly  in  arrears, on the unpaid balance thereof  until  the
principal thereof shall have become due and payable at  the  rate
and manner specified therein, and to be in substantially the form
of  Exhibit A3 to the Amended Note Purchase Agreement (the  "2001
Note").

     4.2. Amendment of Existing Warrant Agreement; Issuance of 2001
          Warrants.

          (a)  Amendment of Existing Warrant Agreement. The Company and
     the Purchaser are parties to a Warrant Agreement, dated as of
     June 5, 1998 (the "Existing Warrant Agreement").  The Existing
     Warrant Agreement is hereby amended (as so amended, the "Amended
     Warrant Agreement") by changing the reference to the number of
     Warrants authorized by the Board of Directors in Recital A to
     "Seven Hundred Sixty-Seven Thousand Nine Hundred Thirty-Three
     (767,933)" and is further amended by amending and  restating
     Recital B and by adding a new Recital C, as set forth below:

               B.    The Company and the Purchaser have
          entered into an Amended and Restated Note and
          Warrant Purchase Agreement (as may be amended
          from  time  to  time, the "Note  Agreement"),
          dated  as of even date herewith, pursuant  to
          which  the  Company agreed to sell,  and  the
          Purchaser agreed to purchase, Fifteen Million
          Dollars  ($15,000,000) in aggregate principal
          amount   of   the  Company's  10.09%   Senior
          Subordinated  Notes  due  November  22,  2008
          (together  with the Senior Subordinated  Note
          referred  to in Recital C below, the "Notes")
          and  a  portion  of  the  Warrants,  for   an
          aggregate  consideration of  Fifteen  Million
          Dollars ($15,000,000) in cash.

               C.    The Company and the Purchaser have
          entered  into  Amendment No. 4  to  the  Note
          Agreement,  dated  as  of  April  18,   2001,
          pursuant to which the Purchaser has agreed to
          certain amendments to the Note Agreement  and
          the  Notes, and in consideration thereof, the
          Company   has   issued   a   certain   Senior
          Subordinated Note due April 18, 2002, in  the
          aggregate  principal amount of  $900,000,  to
          the Purchaser and a portion of the Warrants.

          (b)   Issuance  of  2001  Warrants.   The  Company  has
     authorized the issue of an aggregate of Six Hundred Seventy-
     One Thousand Five Hundred Eighty-Two (671,582) warrants (the
     "2001  Warrants") to purchase shares of Common Stock of  the
     Company.  The 2001 Warrants shall be issued pursuant to  the
     Amended Warrant Agreement and shall be substantially in  the
     form of Attachment A to the Amended Warrant Agreement.

          (c)   Registration Rights and Stockholders'  Agreement.
     The  Company  hereby acknowledges and agrees that  the  2001
     Warrants shall be "Warrants" (as defined in the Registration
     Rights  Agreement) for all purposes under  the  Registration
     Rights Agreement.

5.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     To induce you to enter into this Agreement and to consent to
the  Amendments and Waivers, the Company represents and  warrants
as follows:

     5.1. Organization and Existence.

     The Company is a corporation duly organized and existing  in
good standing under the laws of the State of Delaware and has the
requisite  corporate power and authority to execute  and  deliver
this  Agreement,  the 2001 Note and the 2001 Warrants  (the  2001
Warrants,  together with this Agreement and the  2001  Note,  are
herein  referred to collectively as the "Transaction  Documents")
and  to  perform its obligations under the Amended Note  Purchase
Agreement and the Transaction Documents.

     5.2. Actions Pending.

     There  are  no actions, suits, investigations or proceedings
pending  or, to the knowledge of the Company, threatened  against
the  Company  or  any of its Subsidiaries, or any  properties  or
rights  of  the Company or any of its Subsidiaries, by or  before
any  court,  arbitrator or administrative  or  governmental  body
that,  individually  or  in the aggregate,  could  reasonably  be
expected to have a Material Adverse Effect.

     5.3. Transaction Documents Authorized; Obligations Enforceable.

          (a)  Transaction Documents are Legal and Authorized.  The
     execution  and  delivery by the Company of  the  Transaction
     Documents,  and compliance by the Company with  all  of  the
     provisions  of the Amended Note Purchase Agreement  and  the
     Transaction Documents, are within the corporate powers of the
     Company.

          (b)  Company Obligations are Enforceable.  The Company has duly
     authorized the Transaction Documents by all necessary action on
     its part.  This Agreement has been executed and delivered by one
     or more duly authorized officers of the Company, and each of this
     Agreement and the Amended Note Purchase Agreement constitutes,
     and, upon execution and delivery thereof, each of the 2001 Note
     and the 2001 Warrants will constitute, a legal, valid and binding
     obligation of the Company, enforceable in accordance with its
     terms, except that the enforceability thereof may be:

               (i)  limited by applicable bankruptcy, reorganization,
          arrangement, insolvency, moratorium, or other similar laws
          affecting the enforceability of creditors' rights generally; and

               (ii) subject to the availability of equitable remedies.

     5.4. No Conflicts.

     Neither  the  execution  nor  delivery  of  the  Transaction
Documents, nor fulfillment of nor compliance with the  terms  and
provisions  of  the  Amended  Note  Purchase  Agreement  and  the
Transaction Documents will conflict with, or result in  a  breach
of  the  terms,  conditions or provisions  of,  or  constitute  a
default  under, or result in any violation of, or result  in  the
creation of any Lien upon any of the Properties of the Company or
any of its Subsidiaries pursuant to, the charter or bylaws of the
Company  or  any of its Subsidiaries, any award of any arbitrator
or  any  agreement  (including any agreement with  stockholders),
instrument,  order,  judgment,  decree,  statute,  law,  rule  or
regulation  to  which the Company or any of its  Subsidiaries  is
subject.

     5.5. Governmental Consent.

     Neither  the  execution  and  delivery  of  the  Transaction
Documents,  nor the performance by the Company of its obligations
under  the  Amended Note Purchase Agreement and  the  Transaction
Documents,  is  such  as  to require any authorization,  consent,
approval,  exemption or other action by or notice  to  or  filing
with any court or administrative or governmental body (other than
routine  filings  with  the Securities  and  Exchange  Commission
and/or state Blue Sky authorities) on the part of the Company  in
connection  with the execution and delivery of this Agreement  or
fulfillment of or compliance with the terms and provisions of the
Amended Note Purchase Agreement or of the Transaction Documents.

     5.6. Full Disclosure.

     The Transaction Documents and the documents, certificates or
other writings delivered to you by or on behalf of the Company in
connection  with the proposal and negotiation of  the  Amendments
and  Waivers,  taken  as  a  whole, do  not  contain  any  untrue
statement  of a material fact or omit to state any material  fact
necessary to make the statements therein not misleading in  light
of  the  circumstances under which they were made.  There  is  no
fact  known  to the Company that could reasonably be expected  to
have a Material Adverse Effect that has not been set forth herein
or  in  the  other  documents, certificates  and  other  writings
delivered to you by or on behalf of the Company specifically  for
use  in  connection  with the transactions  contemplated  by  the
Amended Note Purchase Agreement and the Transaction Documents.

     5.7. Amendment of Bank Credit Agreement

      Attached  hereto  as  Exhibit C is  a  copy  of  the  Sixth
Amendment  to  the Bank Credit Agreement (the "Sixth Amendment"),
which has been duly executed and delivered by each of the parties
thereto, is true, correct and complete, and (subject only to  the
effectiveness of this Agreement) is in full force and effect.

     5.8. No Defaults.

     No event has occurred and no condition exists that, upon the
execution and delivery of this Agreement and the effectiveness of
the  Amendments  and  Waivers  and  the  Sixth  Amendment,  would
constitute a Default or an Event of Default.

6.   AMENDMENTS.

     6.1. Amendments to Existing Note Purchase Agreement and Existing
          Notes.

     Subject  to  paragraph 6.3, (a) the Existing  Note  Purchase
Agreement is hereby amended in the manner specified in Part 1  of
Exhibit A to this Agreement and (b) the Existing Notes are hereby
amended in the manner specified in Part 2 of Exhibit A.

     6.2. Accrued Capitalized Interest Amounts.

     The aggregate amount of unpaid interest that has accrued  on
the  outstanding principal amount of each Existing Note from (and
including) February 22, 2001 to (but excluding) the Amendment No.
4  Effective  Date  is hereby added to the outstanding  principal
amount  of each such Existing Note.  Schedule 6.2 attached hereto
accurately reflects the outstanding principal amount of each Note
as of the Amendment No. 4 Effective Date (and after giving effect
to the preceding sentence).

     6.3. Effectiveness of Amendments and Waivers.

     The  amendments  and Waivers of the Existing  Note  Purchase
Agreement  and the Existing Notes contemplated by paragraph  3.2,
paragraph  6.1,  paragraph  6.2,  and  Exhibit  A  shall   become
effective  only  upon the satisfaction in full, on  or  prior  to
April 18, 2001, of the following conditions precedent (which date
shall be referred to as the "Amendment No. 4 Effective Date"):

(a)  the Company and you shall have executed and delivered a
counterpart of this Agreement;

(b)  the representations and warranties set forth in paragraph 5
shall be true and correct as of the Amendment No. 4 Effective
Date;

(c)  each Restricted Subsidiary shall have executed and delivered
the Guarantor Consent in respect of its obligations under the
Subsidiary Guaranty, substantially in the form attached hereto as
Exhibit B;

(d)  the Company shall have paid you an amendment fee in the
amount of $900,000, such fee to be paid by the Company by the
delivery to you of the 2001 Note;

(e)  the Company shall have delivered to you the 2001 Warrants;

(f)  the Company shall have authorized, by all necessary
corporate action, the execution and delivery of each of the
Transaction Documents and the performance of all obligations of,
and the satisfaction of all closing conditions set forth in this
paragraph 6 and the consummation of all transactions contemplated
by this Agreement by, the Company;

(g)  the Company shall have paid the fees and expenses of your
special counsel as provided in paragraph 7;

(h)  the Company shall have received the commitment of GTCR LP or
its Affiliates, in the form attached hereto as Exhibit D, to
purchase a junior subordinated note for the sum of, or provide an
equity investment of, $2,000,000 in immediately available funds,
payable not later than 10 days after the Amendment No. 4
Effective Date; and

(i)  all  proceedings  taken in  connection  with  this
Agreement  and  all  documents and papers  relating  thereto
shall  be satisfactory to you and your special counsel,  and
you  and your special counsel shall have received copies  of
such documents and papers as you or your special counsel may
reasonably  request  in connection herewith,  including  any
legal  opinions of counsel to the Company in respect of  the
transactions contemplated hereunder.

     6.4. Condition Subsequent.

     It shall be an Event of Default, and this Agreement shall be
retroactively  ineffective to the date  hereof,  if  the  Company
shall  not  have received within 10 days of the Amendment  No.  4
Effective  Date,  net cash proceeds of not less  than  $2,000,000
constituting an investment of equity capital or debt subordinated
to  the  Notes,  in either case in form and substance  reasonably
satisfactory to you, from GTCR LP or its Affiliates.

7.   EXPENSES.

     Whether  or not the Amendments and Waivers become effective,
the Company will on the Amendment No. 4 Effective Date (or if  an
invoice  is delivered subsequent to the Amendment No. 4 Effective
Date  or  if  the Amendments and Waivers do not become effective,
promptly  and  in  any  event within 10  days  of  receiving  any
statement  or invoice therefor) pay all fees, expenses and  costs
relating  to this Agreement, including, but not limited  to,  (a)
the  cost  of reproducing this Agreement and the other  documents
delivered in connection herewith and (b) the reasonable fees  and
disbursements of your special counsel (namely, Bingham Dana  LLP,
or  its  successors or assigns) incurred in connection  with  the
preparation,   negotiation  and  delivery  of   the   Transaction
Documents.  Nothing in this paragraph 7 shall limit the Company's
obligations  under  paragraph 14B of the  Amended  Note  Purchase
Agreement.

8.   MISCELLANEOUS.

     8.1. Part of Existing Note Purchase Agreement, Future References,
          etc.

     Except  as  expressly amended by this Agreement, all  terms,
conditions and covenants contained in the Existing Note  Purchase
Agreement,  the Existing Notes and the other Financing  Documents
are  hereby  ratified and shall be and remain in full  force  and
effect.   Any and all notices, requests, certificates  and  other
instruments  executed  and  delivered  after  the  execution  and
delivery  of  this  Agreement  may refer  to  the  Existing  Note
Purchase  Agreement, the Existing Notes and the  other  Financing
Documents  without making specific reference to  this  Agreement,
but nevertheless all such references shall include this Agreement
unless the context otherwise requires.

     8.2. Counterparts; Effectiveness.

     This   Agreement   may  be  executed  in   any   number   of
counterparts, each of which shall be an original but all of which
together  shall  constitute  one  instrument.   Delivery  of   an
executed  signature  page  by  facsimile  transmission  shall  be
effective  as delivery of a manually signed counterpart  of  this
Agreement.

     8.3. Successors and Assigns.

     All  covenants and other agreements in this Agreement by  or
on  behalf of any of the parties hereto shall bind and  inure  to
the  benefit  of  the respective successors and  assigns  of  the
parties  hereto  (including, without limitation, any  Transferee)
whether so expressed or not.

     8.4. Governing Law.

     THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH,  AND  THE RIGHTS OF THE PARTIES SHALL BE GOVERNED  BY,  THE
INTERNAL LAWS OF THE STATE OF NEW YORK.


   [Remainder of page intentionally left blank.  Next page is
                        signature page.]



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     If  you  are  in  agreement with the  foregoing,  please  so
indicate  by  signing  the agreement below  on  the  accompanying
counterpart  of  this Agreement and return  it  to  the  Company,
whereupon the foregoing shall become a binding agreement  between
you and the Company.

                                   Very truly yours,

                                   U.S. AGGREGATES, INC.

                                   By: /s/ Morris L. Bishop, Jr.
                                     ___________________________
                                   Name: Morris L. Bishop, Jr.
                                   Title: President


The foregoing Agreement is
hereby accepted as of the
date first above written.

THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA


By: /s/ Thomas E. Luther
   _____________________
Name: Thomas E. Luther
Title: Vice President



<PAGE>



                                                        EXHIBIT A

                                                           PART 1

         AMENDMENTS TO EXISTING NOTE PURCHASE AGREEMENT


1.   The penultimate sentence of paragraph 3(i) is hereby amended
and restated in its entirety to read as follows:

     The  term "Notes" as used herein shall include the
     1996 Notes, the 1998 Notes and the 2001 Note.

2.    The  following new sentence is hereby added  as  the  third
sentence  in  the introductory paragraph of paragraph  6  of  the
Existing Note Purchase Agreement:

     The unpaid principal amount of the 2001 Note is due on April
18, 2002.

3.    Subparagraphs (i) to (iii), inclusive, of Paragraph  6A  of
the  Existing  Note  Purchase Agreement are  hereby  amended  and
restated in their entirety to read as follows:

          (i)  1996 Notes.  Until the 1996 Notes shall be paid in
     full, the Company shall apply to the prepayment of the  1996
     Notes,  without  premium, the sum  of  Six  Million  Dollars
     ($6,000,000)  on November 22 in each of the  years  2003  to
     2005,  inclusive,  and such principal amounts  of  the  1996
     Notes,  together  with interest thereon  to  the  prepayment
     dates,  shall  become  due  on such  prepayment  dates.   In
     addition,  on the first anniversary of the Amendment  No.  4
     Effective Date, the Company shall prepay an amount equal  to
     the  result  of  (a)  all Capitalized Interest  Amounts  (as
     defined in the 1996 Notes) added to the principal amount  of
     the 1996 Notes during the period commencing on the Amendment
     No. 4 Effective Date and ending on (and including) the first
     anniversary  thereof minus (b) an amount  equal  to  2%  per
     annum  on the outstanding principal amount of the 1996 Notes
     during such period, the amount of such prepayment to be made
     together  with  interest thereon to such date,  but  without
     premium.  The remaining principal amount of the 1996  Notes,
     together with interest accrued thereon, shall become due  on
     the maturity date of the 1996 Notes.

          (ii) 1998 Notes.  Until the 1998 Notes shall be paid in
     full, the Company shall apply to the prepayment of the  1998
     Notes, without premium, the sum of Four Million Five Hundred
     Thousand  Dollars  ($4,500,000) on  November  22,  2006  and
     November  22, 2007, and such principal amounts of  the  1998
     Notes,  together  with interest thereon  to  the  prepayment
     dates,  shall  become  due  on such  prepayment  dates.   In
     addition,  on the first anniversary of the Amendment  No.  4
     Effective Date, the Company shall prepay an amount equal  to
     the  result  of  (a)  all Capitalized Interest  Amounts  (as
     defined in the 1998 Notes) added to the principal amount  of
     the 1998 Notes during the period commencing on the Amendment
     No. 4 Effective Date and ending on (and including) the first
     anniversary  thereof minus (b) an amount  equal  to  2%  per
     annum  on the outstanding principal amount of the 1998 Notes
     during such period, the amount of such prepayment to be made
     together  with  interest thereon to such date,  but  without
     premium.  The remaining principal amount of the 1998  Notes,
     together with interest accrued thereon, shall become due  on
     the maturity date of the 1998 Notes.

          (iii) 2001  Note.   The entire  principal  amount,
     together  with all Capitalized Interest Amounts (as  defined
     in  the  2001 Note) shall be due and payable on the maturity
     date of the 2001 Note.

4.    Clause  (iii)  of  paragraph 7A (such  paragraph  generally
requiring the delivery of information to the Purchaser) is hereby
amended and restated in its entirety to read as follows:

          (iii)     concurrently with distribution thereof to the
     Agent  or  any  Bank, a copy of each certificate  or  report
     (together  with all attachments thereto) delivered  pursuant
     to the Bank Credit Agreement (or any agreement replacing the
     Bank   Credit  Agreement),  including,  without  limitation,
     pursuant to Section 10.1.13 and Section 10.1.15 thereof;

5.    Each  of paragraphs 8E ("Restricted Payments"),  8F  ("Debt
Restrictions"),  8G ("Liens"), 8H ("Mergers and Consolidations"),
8K    ("Restricted   Investments"),   8M   ("Transactions    with
Affiliates"),  8N  ("Capital  Expenditures")  and  8M   ("Minimum
EBITDA"; paragraph 8M being intended to be paragraph 8O and being
inadvertently numbered incorrectly) of the Existing Note Purchase
Agreement is hereby amended and restated in its entirety to read,
respectively, as follows:

               8E.   Restricted Payments.  The  Company
          will  not  and will not permit any Restricted
          Subsidiary to,

                    (i)   declare  or pay any  dividend
               (other   than   stock   dividends)    or
               distribution  on  any  of  its   capital
               stock,

                    (ii) purchase or redeem any capital
               stock  of  the Company or any Restricted
               Subsidiary (or any warrants, options  or
               other rights in respect thereof),

                    (iii)         make    any     other
               distribution  to  shareholders  of   the
               Company or any Restricted Subsidiary,

                    (iv)  prepay, purchase, defease  or
               redeem any Debt subordinate to the Notes
               (including, without limitation, the GTCR
               Subordinated Debt), or

                    (v)    set aside funds for any of the
               foregoing;

          provided  that any Restricted Subsidiary  may
          declare  and  pay dividends,  or  make  other
          distributions, to the Company or  to  another
          Restricted Subsidiary of the Company (but not
          to any other Person).

               8F.   Debt  Restrictions.   The  Company
          will  not, and will not permit any Restricted
          Subsidiary  to,  at  any  time,  directly  or
          indirectly  create, incur, assume,  guarantee
          or  otherwise become liable with respect  to,
          any  Debt (including, without limitation, any
          extension,  renewal  or  refunding  of  Debt)
          except the Notes and:

                    (i)    Debt   of   a   Restricted
               Subsidiary owing to the Company  or  any
               other Restricted Subsidiary and Debt  of
               the   Company  owing  to  a   Restricted
               Subsidiary;

                    (ii)   Debt of the Company or  such
               Restricted  Subsidiary existing  on  the
               Closing Date and described on Annex 3;

                    (iii)  Debt  under  the  Bank
               Credit  Agreement and Guaranties thereof
               and   of   the   Notes   by   Restricted
               Subsidiaries;

                    (iv)   the GTCR Subordinated Debt;

                    (v)    Capitalized Lease Obligations
               in  an  amount  not in  excess  of  Five
               Million  Dollars  ($5,000,000)  in   the
               aggregate outstanding at such time;

                    (vi)   additional Debt of the Company
               or  any  Restricted Subsidiary  incurred
               prior  to  the Amendment No. 4 Effective
               Date  and not otherwise permitted  under
               this   paragraph   8F,   provided   that
               immediately after giving effect  thereto
               and  to  the application of the proceeds
               thereof,  no  Default  (other   than   a
               Default   under  paragraph   9A(vi)   or
               paragraph 9A(xiii)) or Event of  Default
               existed; and

                    (vii)  additional Debt  of  the
               Company or any Restricted Subsidiary not
               otherwise permitted under this paragraph
               8F,  provided  that  (a)  such  Debt  is
               incurred  after  the  Amendment  No.   4
               Effective  Date,  (b) immediately  after
               giving   effect  thereto  and   to   the
               application of the proceeds thereof,  no
               Default  (other  than  a  Default  under
               paragraph  9A(vi) or paragraph 9A(xiii))
               or  Event  of Default shall  exist,  (c)
               such  Debt  shall not mature before  the
               first anniversary of the Amendment No. 4
               Effective  Date,  and  (d)  no  interest
               shall  be  payable thereon  in  cash  or
               other tangible Property before the first
               anniversary  of  the  Amendment  No.   4
               Effective Date.

               8G.   Liens.  The Company will not,  and
          will not permit any Restricted Subsidiary to,
          create or permit to exist any Lien on any  of
          its  Property, whether now owned or hereafter
          acquired, except:

                    (i)   Liens  for  taxes  or  other
               governmental  charges not  at  the  time
               delinquent or thereafter payable without
               penalty or being contested in good faith
               by  appropriate proceedings and, in each
               case,  for  which it maintains  adequate
               reserves;

                    (ii)  Liens arising in the ordinary
               course of business (such as (a) Liens of
               carriers,  warehousemen,  mechanics  and
               materialmen  and  other  similar   Liens
               imposed by law and (B) Liens incurred in
               connection  with workers'  compensation,
               unemployment  compensation   and   other
               types   of  social  security  (excluding
               Liens   arising  under   ERISA)  or   in
               connection with surety and appeal bonds,
               bids,   performance  bonds  and  similar
               obligations)  for sums  not  overdue  or
               being   contested  in  good   faith   by
               appropriate    proceedings    and    not
               involving  any deposits or  advances  or
               borrowed  money or the deferred purchase
               price  of Property or services, and,  in
               each   case,  for  which  it   maintains
               adequate reserves;

                    (iii) (a)   Liens existing  on
                    the  Closing Date and described  in
                    Item  10.9  of Schedule II  of  the
                    Bank Credit Agreement, as in effect
                    on the date hereof, and

                          (b)   Liens securing Senior Debt;

                    (iv)  Liens  arising in  connection
               with   Capital  Leases  (to  the  extent
               permitted hereunder);

                    (v)   any  Lien  existing  on  the
               Amendment  No.  4  Effective  Date  that
               arose in connection with the acquisition
               of Property, provided that the aggregate
               amount of all Debt secured by such Liens
               shall  not exceed Seven Million  Dollars
               ($7,000,000);

                    (vi)  attachments,  judgments   and
               other   similar  Liens,  for  sums   not
               exceeding   One  Million  Five   Hundred
               Thousand  Dollars ($1,500,000),  arising
               in  connection  with court  proceedings,
               provided   the   execution   or    other
               enforcement of such Liens is effectively
               stayed  and  the claims secured  thereby
               are  being  actively contested  in  good
               faith and by appropriate proceedings;

                    (vii) other Liens incidental to
               the  conduct  of  the  business  of  the
               Company  or  a Restricted Subsidiary  or
               the ownership of its Property, including
               easements,  rights of way, restrictions,
               minor defects or irregularities in title
               and  other  similar Liens,  which  Liens
               were not incurred in connection with the
               borrowing  of money and do not,  in  any
               case  or in the aggregate, interfere  in
               any  material respect with the  ordinary
               conduct  of the business of the  Company
               or any Restricted Subsidiary;

                    (viii) building  restrictions,
               zoning  laws  and other statutes,  laws,
               rules,   regulations,   ordinances   and
               restrictions,    and   any    amendments
               thereto,  now  or at any time  hereafter
               adopted  by  any Governmental  Authority
               having jurisdiction;

                    (ix)  any  interest or title  of  a
               lessor or secured by a lessor's interest
               under  any  lease (other than a  Capital
               Lease);

                    (x)   any  Lien  existing  on  the
               Amendment  No.  4  Effective   Date   in
               connection  with Permitted  Acquisitions
               provided  that  such  acquisitions  were
               completed on or before the Amendment No.
               4 Effective Date; and

                    (xi)  other Liens existing  on  the
               Amendment No. 4 Effective Date  securing
               obligations  not at any  time  exceeding
               $3,000,000    provided     that     such
               obligations were incurred on  or  before
               the Amendment No. 4 Effective Date.

               8H.   Mergers  and Consolidations.   The
          Company will not, and will not permit any  of
          its  Restricted  Subsidiaries  to,  merge  or
          consolidate  with  or into any  other  Person
          except:

                    (i)   any Restricted Subsidiary may
               merge  or  consolidate with or into  the
               Company,  provided that the  Company  is
               the  continuing or surviving corporation
               and    immediately   prior    to,    and
               immediately after giving effect to, such
               transaction,  no  Default  or  Event  of
               Default would exist; and

                    (ii)  any  wholly-owned  Restricted
               Subsidiary may merge or consolidate with
               or  into another wholly-owned Restricted
               Subsidiary,  provided  that  immediately
               prior  to, and immediately after  giving
               effect  to, such transaction, no Default
               or Event of Default would exist.

               8K.     Restricted   Investments.    The
          Company  will  not, and will not  permit  any
          Restricted  Subsidiary  to,  at   any   time,
          directly  or indirectly, make any  Restricted
          Investment;  provided,  however,   that   the
          Company  and its Restricted Subsidiaries  may
          make  Investments of the types  described  in
          clauses (i) through (xiii), inclusive, of the
          definition   of   "Restricted   Investments,"
          subject to the limitations set forth therein.
          Each   Person  which  becomes  a   Restricted
          Subsidiary  after the Closing  Date  will  be
          deemed  to have made, on the date such Person
          becomes   a   Restricted   Subsidiary,    all
          Restricted  Investments  of  such  Person  in
          existence  on  such  date  for  purposes   of
          determining  compliance with  this  paragraph
          8K.

               8M.    Transactions   with   Affiliates.
          Neither   the  Company  nor  any   Restricted
          Subsidiary  shall,  directly  or  indirectly,
          enter  into  any  transaction  or  series  of
          transactions, including, without  limitation,
          the  purchase,  sale, lease  or  exchange  of
          Property  or  the rendering of  any  service,
          with  any  Affiliate thereof except  for  any
          transaction  or series of transactions  which
          is or are

                    (i)   in the ordinary course of and
               pursuant  to the reasonable requirements
               of  the  Company's  or  such  Restricted
               Subsidiary's business, and

                    (ii)  in  the  aggregate  for  such
               transaction  or  series of  transactions
               upon  fair and reasonable terms no  less
               favorable   to  the  Company   or   such
               Restricted Subsidiary than would  obtain
               in a comparable arm's-length transaction
               or  series of transactions with a Person
               not an Affiliate thereof.

          Payments to GTCR, Inc. in accordance with the
          management agreement between GTCR,  Inc.  and
          the   Company  shall  be  deemed  to  be   in
          compliance  with this paragraph 8M,  provided
          that  the aggregate amount paid to GTCR, Inc.
          pursuant  thereto, together  with  all  other
          payments  made by the Company or any  of  its
          Subsidiaries to GTCR, Inc., GTCR LP,  or  any
          of  their  respective Affiliates (other  than
          the  Company, its Restricted Subsidiaries and
          Persons  in which GTCR, Inc. or GTCR  LP  has
          made  an  investment for portfolio purposes),
          or  any  officer,  director,  shareholder  or
          other  equity  owner, employee,  manager,  or
          agent  of GTCR, Inc., GTCR LP or any of  such
          Affiliates,  during any fiscal  year  of  the
          Company  does not exceed One Hundred Seventy-
          Five  Thousand Dollars ($175,000) plus actual
          out-of-pocket   expenses  related   to   such
          services.

                8N.  Capital Expenditures.  The Company
          will not permit during any fiscal year of the
          Company Consolidated Capital Expenditures  to
          exceed the Maximum Capital Expenditure Amount
          for  such fiscal year.  For purposes of  this
          paragraph  8N,  "Maximum Capital  Expenditure
          Amount" means (x) with respect to fiscal year
          2001,  $16,500,000 (less amounts attributable
          to  assets sold or disposed of by the Company
          and  its Subsidiaries as shown on the Capital
          Expenditure   Schedule   delivered   to   the
          Purchaser by the Company on the Amendment No.
          4 Effective Date) and (y) with respect to any
          succeeding   fiscal  year  of  the   Company,
          $11,000,000.

               8O.   Minimum EBITDA.  The Company  will
          not  permit  EBITDA for the period  April  1,
          2001  through any date set forth below to  be
          less than the amount set forth below opposite
          such date:

          Date                              EBITDA
                                            Amount

          Three month period ending  June   $4,950,000
          30, 2001
          Six    month   period    ending   $11,250,000
          September 30, 2001
          Nine    month   period   ending   $13,950,000
          December 31, 2001
          Twelve   month  period   ending   $14,850,000
          March 31, 2002

6.    Paragraphs  12A  and  12B  of the  Existing  Note  Purchase
Agreement  are hereby amended and restated in their  entirety  to
read as follows:

          12A. Subordination - General.  Each holder of
     the  Notes and the Company covenant and agree that
     the   Debt   evidenced  by  the  Notes,  including
     principal, Yield-Maintenance Amount, if  any,  and
     interest,   and  expenses  payable   pursuant   to
     paragraph 14B, shall be subordinate and junior  in
     right  of  payment  to  the extent  set  forth  in
     subparagraphs  (i) to (v), below,  to  all  Senior
     Debt.

               (i)  If the Company shall default in the
          payment  of  any principal of or interest  on
          any Senior Debt when the same becomes due and
          payable,  whether at maturity or  at  a  date
          fixed  for  prepayment or by  declaration  of
          acceleration or otherwise, then,  unless  and
          until  such default shall have been  remedied
          by  payment  in  full in cash or  waived,  no
          holder  of the Notes shall accept or  receive
          any  direct  or indirect payment  for  or  on
          account of principal of, or Yield-Maintenance
          Amount, if any, or interest on, the Notes.

               (ii)  In  the  event of any  insolvency,
          bankruptcy,  liquidation,  reorganization  or
          other    similar    proceedings,    or    any
          receivership   proceedings   in    connection
          therewith,  relative to the Company,  and  in
          the  event  of any proceedings for  voluntary
          liquidation, dissolution or other winding  up
          of  the  Company,  whether or  not  involving
          insolvency  or  bankruptcy proceedings,  then
          all  Senior Debt shall first be paid in  full
          in  cash  before any payment is made  by  the
          Company for or on account of principal of, or
          Yield-Maintenance Amount, if any, or interest
          on, the Notes.

               (iii) During the existence of any default described in
          subparagraph (i) above or any proceeding referred to in
          subparagraph (ii) above, any payment or distribution of any kind
          or character, whether in cash, Property, stock or obligations,
          which may be payable or deliverable by the Company in respect of
          the Notes, shall be paid or delivered directly to the Agent (or,
          if the Bank Credit Agreement is no longer in effect, to a banking
          institution selected by the court or Person making the payment or
          delivery or designated by any holder of Senior Debt) for
          application in payment thereof in accordance with the priorities
          then existing among such holders, unless and until all Senior
          Debt shall have been paid in full in cash, provided, however,
          that no such delivery shall be made to holders of Senior Debt of
          stock or obligations which are issued pursuant to  reorganization
          proceedings if such stock or obligations are subordinate and
          junior (whether by law or agreement) at least to the extent
          provided herein to the payment of all Senior Debt then
          outstanding and to the payment of any stock or obligations which
          are issued in exchange or substitution for any Senior Debt then
          outstanding.

               (iv) No holder of the Notes shall accept or receive any direct or
          indirect payment by set-off or otherwise, for or on account of
          the Notes (unless it shall comply with paragraph 12A(v)),

                    (a)    during   the   period   (the
               "Initial Stand-Still Period") commencing
               on  the  Amendment No. 4 Effective  Date
               to, but excluding, the first anniversary
               of such date, or

                    (b)  during a period subsequent to the Initial
               Stand-Still Period (a "Subsequent Stand-Still
               Period" and, together with the Initial Stand-Still
               Period, a "Stand-Still Period") commencing on the
               date of receipt by the Company and the Significant Holders
               of a Stand-Still Notice, and ending on the earliest of

                         (I)   the  date  the  relevant
                    Subordination  Event   of   Default
                    shall have been cured or waived  in
                    writing by the requisite holders of
                    the Senior Debt,

                         (II) the date such Stand-Still
                    Period  shall have been  terminated
                    by  written  notice to the  Company
                    from  the requisite holders of  the
                    Senior Debt, and

                         (III)     the date ninety (90)
                    days  from  the date of receipt  of
                    the applicable Stand-Still Notice.

          Notwithstanding the foregoing, (x) during the
          period   from   and   including   the   first
          anniversary of the Amendment No. 4  Effective
          Date to, but excluding, the same date of  the
          sixth    calendar   month   following    such
          anniversary, no Stand-Still Period  shall  be
          in effect, (y) during any three hundred sixty-
          five  (365) day period, the aggregate  number
          of days during which a Subsequent Stand-Still
          Period may be in effect shall not exceed  one
          hundred  eighty (180) days, and  (z)  in  the
          case of any payment for or on account of  any
          Note  which  would  (in the  absence  of  the
          foregoing clause (a) or the delivery  of  any
          such Stand-Still Notice, as the case may  be)
          have  been due and payable on any date during
          any  Stand-Still  Period, the  provisions  of
          this subparagraph (iv) shall not prevent such
          payment from being made on or after the  date
          immediately  following the last day  of  such
          Stand-Still Period unless another Stand-Still
          Period shall then be in effect.

                (v)  If any payment or distribution  of
          any character, whether in cash, Securities or
          other  Property,  shall be  received  by  any
          holder  of Notes in contravention of  any  of
          the  terms  herein and before all the  Senior
          Debt  shall have been paid in full  in  cash,
          such   payment  or  distribution   shall   be
          received  in  trust for the  benefit  of  the
          holders  of  the  Senior  Debt  at  the  time
          outstanding and shall forthwith be paid  over
          or  transferred to the Agent (or, if the Bank
          Credit  Agreement is no longer in effect,  to
          the holders of Senior Debt).

          12B. Limitation on Remedies.  So long as  any
     Senior  Debt  remains outstanding,  no  holder  of
     Notes may

               (i)  declare or join in the declaration of the Notes to be due
          and payable or otherwise accelerate the maturity of the principal
          of the Notes, accrued interest thereon or other amounts due in
          respect thereof, or

               (ii) commence any administrative, legal or equitable action
          against the Company, including filing or joining in the filing of
          any insolvency petition against the Company,

     prior to the earlier of

               (x)  the fifteenth (15th) day after the date upon which any
          holder of the Notes shall have given written notice to the
          holders of Senior Debt (or the Agent) of their intention to take
          such action, or

               (y)  the acceleration of any Senior Debt;

     provided, however, that no holder of any Notes may
     take  any action described in clause (i) or clause
     (ii)  of  this paragraph 12B during the first  six
     months of the Initial Stand-Still Period (but  may
     take such action at any time thereafter during the
     Initial  Stand-Still Period upon  the  earlier  to
     occur  of the times specified in clauses  (x)  and
     (y)   of  this  paragraph  12B),  or  during   any
     Subsequent  Stand-Still Period,  so  long  as,  in
     either  case, the Senior Debt shall not have  been
     accelerated during any such Stand-Still Period.

7.    The  following  portions of the definition  of  "Restricted
Investment"  in  Paragraph  13B of  the  Existing  Note  Purchase
Agreement are hereby deleted:

          (a)   In  clause  (vi)  of  such  definition,
     clause (b) is amended and restated in its entirety
     to read as follows:

          (b)  to finance the purchase of stock of  the
          Company  or any Restricted Subsidiary  in  an
          amount not in excess (in addition to any such
          loans  and  advances permitted  under  clause
          (i))  of One Million Dollars ($1,000,000)  in
          the  aggregate to the extent, but only to the
          extent,   such   loans   or   advances   were
          outstanding on the Amendment No. 4  Effective
          Date;

          (b)  In clause (xi) of such definition, there
     is  hereby  deleted  "Permitted Acquisitions"  and
     there   is  substituted  therefor  "[intentionally
     omitted]".

8.    The following definitions are hereby added to Paragraph 13B
of  the  Existing  Note Purchase Agreement  in  their  respective
alphabetical order thereof to read as follows:

          "Amendment No. 4" means Amendment  No.  4  to
     this  Agreement dated as of April 18, 2001 between
     the Company and the Purchaser.

          "Amendment  No.  4 Effective  Date"  has  the
     meaning ascribed to it in Amendment No. 4.

          "GTCR  Subordinated  Debt"  means  the   debt
     junior to the Notes contemplated by the commitment
     letter  of  GTCR  LP  and its  Affiliates  to  the
     Company  in  the  form attached as  Exhibit  D  to
     Amendment No. 4.

          "2001 Note" has the meaning ascribed to it in Amendment
     No. 4.

          "2001  Warrants" has the meaning assigned  to
     it in Amendment No. 4.

9.    The Existing Note Purchase Agreement is amended by deleting
therefrom the current forms of Exhibit A1 and Exhibit A2  thereto
and  replacing them with Exhibit A1 and Exhibit A2, respectively,
attached hereto.

10.  The Existing Note Purchase Agreement is amended by adding  a
new Exhibit A3, attached hereto.



<PAGE>



                                                        EXHIBIT A

                                                           PART 2

                       AMENDMENTS TO NOTES

1.    The 1996 Notes outstanding on the Amendment No. 4 Effective
  Date are hereby, without any further action required on the part
  of  any  other  Person, deemed to be automatically  amended  to
  conform  to and have the terms provided in Exhibit A1  attached
  hereto (except that the principal amount and the payee of  each
  Note shall remain unchanged).  Any 1996 Note issued on or after
  the  Amendment  No. 4 Effective Date shall be in  the  form  of
  Exhibit A1 attached hereto.

2.    The 1998 Notes outstanding on the Amendment No. 4 Effective
  Date are hereby, without any further action required on the part
  of  any  other  Person, deemed to be automatically  amended  to
  conform  to and have the terms provided in Exhibit A2  attached
  hereto (except that the principal amount and the payee of  each
  Note shall remain unchanged).  Any 1998 Note issued on or after
  the  Amendment  No. 4 Effective Date shall be in  the  form  of
  Exhibit A2 attached hereto.

3.    The 2001 Note is hereby added as a new note to the Existing
  Note  Purchase Agreement and shall have the terms  provided  in
  Exhibit A3 attached hereto.



<PAGE>



                                                       EXHIBIT A1

         [FORM OF SENIOR SUBORDINATED NOTE - 1996 NOTE]

                      U.S. AGGREGATES, INC.

         Senior Subordinated Note Due November 22, 2006

No. S-___                                        PPN: 90345@ AA 1
$________                                                  [Date]

     U.S. AGGREGATES, INC., a Delaware corporation (together with
its  successors,  the  "Company"),  for  value  received,  hereby
promises  to  pay  to  ___________  or  registered  assigns   the
principal sum of ____________ DOLLARS ($________), together  with
all Capitalized Interest Amounts (as hereinafter defined), or, if
less,  the unpaid principal amount of this Note, on November  22,
2006,  and  to pay interest (computed on the basis of  a  360-day
year  of  twelve  30-day months) on the unpaid principal  balance
hereof  from  the  date of this Note until the  principal  amount
hereof  shall become due and payable, at the rate of (i)  at  all
times  prior to but excluding September 29, 2000, ten and thirty-
four  one-  hundredths percent (10.34%) per annum,  (ii)  at  all
times  from  and including September 29, 2000 to (but  excluding)
the  Amendment No. 4 Effective Date, fourteen percent  (14%)  per
annum  (payable  to the extent of up to 2% per  annum  by  adding
interest not paid in cash to the principal amount of this  Note),
and  (iii)  at all times from and including the Amendment  No.  4
Effective   Date,  sixteen  percent  (16%)  per  annum,   payable
quarterly  on  the  twenty-second (22nd) day  of  February,  May,
August  and  November (each an "Interest Payment Date")  in  each
year,  commencing  on the first Interest Payment  Date  occurring
after the date of this Note, and to pay on demand interest on any
overdue principal (including any overdue prepayment), any overdue
payment  of  Yield-Maintenance Amount, if any, or (to the  extent
permitted by applicable law) any overdue installment of  interest
(the  due  date of such payments to be determined without  giving
effect to any grace period) and, if an Event of Default under the
Note  Agreement  shall have occurred and be  continuing,  on  the
entire outstanding principal amount hereof, at the rate per annum
equal to the lesser of (a) the highest rate allowed by applicable
law or (b) the greater of (i) eighteen percent (18%), or (ii) two
percent  (2%)  over  the rate of interest publicly  announced  by
Morgan Guaranty Trust Company in New York City from time to  time
as its prime rate.

     On any Interest Payment Date on or after the Amendment No. 4
Effective  Date  through (but excluding)  the  first  anniversary
thereof,  in lieu of making the entire interest payment  on  this
Note in cash, the Company may, at its option:

          (a)   pay on such Interest Payment Date, in cash, none,
     any part or all of the interest accrued on such principal to
     such Interest Payment Date; and

          (b)   add  to the outstanding principal amount of  such
     Notes  on  such  Interest Payment Date the portion  of  such
     interest  which  is  not  paid  in  cash  pursuant  to   the
     immediately  preceding clause (a) (each such  addition  with
     respect to this Note, and each addition pursuant to the next
     succeeding paragraph, a "Capitalized Interest Amount").

      On  any  Interest  Payment  Date  on  or  after  the  first
anniversary  of the Amendment No. 4 Effective Date,  in  lieu  of
making  the  entire interest payment on this Note  in  cash,  the
Company  shall pay on such Interest Payment Date, in  cash,  that
portion  of  the  interest accrued on the  outstanding  principal
amount  of such Note to such Interest Payment Date as would  have
accrued at the rate of fourteen percent (14.00%) per annum;  and,
at the Company's option, both

          (x)   pay on such Interest Payment Date, in cash, none,
     any part or all of the interest accrued on such principal to
     such Interest Payment Date as would have accrued at the rate
     of two percent (2%) per annum; and

          (y)   add,  as  a Capitalized Interest Amount,  to  the
     outstanding principal amount of such Notes on such  Interest
     Payment  Date  the portion of such interest  as  would  have
     accrued  at the rate of two percent (2%) per annum which  is
     not  paid  in  cash  pursuant to the  immediately  preceding
     clause (x).

Interest  shall  begin  to  accrue on each  Capitalized  Interest
Amount  beginning on and including the Interest Payment  Date  on
which  such Capitalized Interest Amount is added to the principal
amount of this Note, and such interest shall accrue and be  paid,
together  with the interest on the remaining principal amount  of
this   Note,  in  accordance  with  this  Note.   Notwithstanding
anything herein to the contrary, all interest due and payable  on
the  date  that the entire then outstanding principal  amount  of
this  Note becomes due and payable, whether on the maturity  date
hereof, by acceleration or otherwise, shall be due and payable in
full in cash on such date.  All Capitalized Interest Amounts will
for  all  purposes of this Note and the Note Agreement constitute
outstanding principal on this Note.

     Payments of principal, Yield-Maintenance Amount, if any, and
interest  shall be made in such coin or currency  of  the  United
States  of America as at the time of payment is legal tender  for
the  payment of public and private debts to the registered holder
hereof  at  the address shown in the register maintained  by  the
Company  for  such purpose, in the manner provided  in  the  Note
Agreement.

      This  Note is one of an issue of Senior Subordinated  Notes
due  November 22, 2006 issued in an original aggregate  principal
amount of Thirty Million Dollars ($30,000,000) (which amount  may
be increased by any Capitalized Interest Amounts) pursuant to the
Amended  and  Restated  Note and Warrant Purchase  Agreement  (as
amended  and  as may be further amended from time  to  time,  the
"Note  Agreement"), dated as of June 5, 1998, between the Company
and  The  Prudential  Insurance Company of America.   Capitalized
terms  used  herein  and  not defined herein  have  the  meanings
specified in the Note Agreement.

      As provided in the Note Agreement, this Note is subject  to
prepayment,  in  whole or from time to time in part,  in  certain
cases  without  premium  and in other cases  with  a  premium  as
specified in the Note Agreement.

      This Note is a registered note and, as provided in the Note
Agreement,  upon  surrender  of this  Note  for  registration  of
transfer,  duly endorsed, or accompanied by a written  instrument
of  transfer  duly executed, by the registered holder  hereof  or
such holder's attorney duly authorized in writing, a new Note for
a  like principal amount will be issued to, and registered in the
name   of,   the  transferee.   Prior  to  due  presentment   for
registration  of transfer, the Company may treat  the  person  in
whose  name this Note is registered as the owner hereof  for  the
purpose of receiving payment and for all other purposes, and  the
Company shall not be affected by any notice to the contrary.

      The obligations evidenced by this Note are subordinated  to
the  Senior Debt on the terms provided in the Note Agreement  and
the  holder hereof, by acceptance hereof, agrees to be  bound  by
the subordination provisions in the Note Agreement.

     THIS NOTE IS GIVEN IN SUBSTITUTION AND WITHOUT NOVATION OF A
PROMISSORY  NOTE  DATED  NOVEMBER 21, 1996  AND  ISSUED  BY  U.S.
AGGREGATES, INC.

      THIS NOTE AND THE NOTE AGREEMENT ARE GOVERNED BY, AND SHALL
BE  CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL  LAWS
OF THE STATE OF NEW YORK.


                                   U.S. AGGREGATES, INC.



                                   By:
                                   Name:
                                   Title:



<PAGE>



                                                       EXHIBIT A2

         [FORM OF SENIOR SUBORDINATED NOTE - 1998 NOTE]

                      U.S. AGGREGATES, INC.

         Senior Subordinated Note Due November 22, 2008

No. S-___                                        PPN: 90345@ AB 9
$________                                                  [Date]

     U.S. AGGREGATES, INC., a Delaware corporation (together with
its  successors,  the  "Company"),  for  value  received,  hereby
promises  to  pay  to  ___________  or  registered  assigns   the
principal sum of ____________ DOLLARS ($________), together  with
all Capitalized Interest Amounts (as hereinafter defined), or, if
less,  the unpaid principal amount of this Note, on November  22,
2008,  and  to pay interest (computed on the basis of  a  360-day
year  of  twelve  30-day months) on the unpaid principal  balance
hereof  from  the  date of this Note until the  principal  amount
hereof  shall become due and payable, at the rate of (i)  at  all
times  prior  to but excluding September 29, 2000, ten  and  nine
hundredths percent (10.09%) per annum, (ii) at all times from and
including September 29, 2000 to (but excluding) the Amendment No.
4  Effective Date, fourteen percent (14%) per annum  (payable  to
the  extent of up to 2% per annum by adding interest not paid  in
cash to the principal amount of this Note) and (iii) at all times
from  and  including the Amendment No. 4 Effective Date,  sixteen
percent  (16%)  per annum, payable quarterly on the twenty-second
(22nd)  day  of  February,  May, August  and  November  (each  an
"Interest  Payment Date") in each year, commencing on  the  first
Interest Payment Date occurring after the date of this Note,  and
to pay on demand interest on any overdue principal (including any
overdue  prepayment),  any overdue payment  of  Yield-Maintenance
Amount,  if any, and (to the extent permitted by applicable  law)
any  overdue  installment  of interest  (the  due  date  of  such
payments  to  be determined without giving effect  to  any  grace
period)  and,  if  an Event of Default under the  Note  Agreement
shall  have occurred and be continuing, on the entire outstanding
principal  amount  hereof, at the rate per  annum  equal  to  the
lesser  of (a) the highest rate allowed by applicable law or  (b)
the  greater  of (i) eighteen percent (18%), or (ii) two  percent
(2%)  over  the  rate  of interest publicly announced  by  Morgan
Guaranty Trust Company in New York City from time to time as  its
prime rate.

     On any Interest Payment Date on or after the Amendment No. 4
Effective  Date  through (but excluding)  the  first  anniversary
thereof,  in lieu of making the entire interest payment  on  this
Note in cash, the Company may, at its option:

          (a)   pay on such Interest Payment Date, in cash, none,
     any part or all of the interest accrued on such principal to
     such Interest Payment Date; and

          (b)   add  to the outstanding principal amount of  such
     Notes  on  such  Interest Payment Date the portion  of  such
     interest  which  is  not  paid  in  cash  pursuant  to   the
     immediately  preceding clause (a) (each such  addition  with
     respect to this Note, and each addition pursuant to the next
     succeeding paragraph, a "Capitalized Interest Amount").

      On  any  Interest  Payment  Date  on  or  after  the  first
anniversary of the Amendment No. 4, in lieu of making the  entire
interest payment on this Note in cash, the Company shall  pay  on
such Interest Payment Date, in cash, that portion of the interest
accrued on the outstanding principal amount of such Note to  such
Interest  Payment  Date  as would have accrued  at  the  rate  of
fourteen  percent  (14.00%)  per annum;  and,  at  the  Company's
option, both

          (x)   pay on such Interest Payment Date, in cash, none,
     any part or all of the interest accrued on such principal to
     such Interest Payment Date as would have accrued at the rate
     of two percent (2%) per annum; and

          (y)   add,  as  a Capitalized Interest Amount,  to  the
     outstanding principal amount of such Notes on such  Interest
     Payment  Date  the portion of such interest  as  would  have
     accrued  at the rate of two percent (2%) per annum which  is
     not  paid  in  cash  pursuant to the  immediately  preceding
     clause (x).

Interest  shall  begin  to  accrue on each  Capitalized  Interest
Amount  beginning on and including the Interest Payment  Date  on
which  such Capitalized Interest Amount is added to the principal
amount of this Note, and such interest shall accrue and be  paid,
together  with the interest on the remaining principal amount  of
this   Note,  in  accordance  with  this  Note.   Notwithstanding
anything herein to the contrary, all interest due and payable  on
the  date  that the entire then outstanding principal  amount  of
this  Note becomes due and payable, whether on the maturity  date
hereof, by acceleration or otherwise, shall be due and payable in
full in cash on such date.  All Capitalized Interest Amounts will
for all purposes of this Note and the Note Agreement referred  to
below constitute outstanding principal on this Note.

     Payments of principal, Yield-Maintenance Amount, if any, and
interest  shall be made in such coin or currency  of  the  United
States  of America as at the time of payment is legal tender  for
the  payment of public and private debts to the registered holder
hereof  at  the address shown in the register maintained  by  the
Company  for  such purpose, in the manner provided  in  the  Note
Agreement.

      This  Note is one of an issue of Senior Subordinated  Notes
due  November 22, 2008 issued in an original aggregate  principal
amount of Fifteen Million Dollars ($15,000,000) (which amount may
be increased by any Capitalized Interest Amounts) pursuant to the
Amended  and  Restated  Note and Warrant Purchase  Agreement  (as
amended  and  as may be further amended from time  to  time,  the
"Note  Agreement"), dated as of June 5, 1998, between the Company
and  The  Prudential  Insurance Company of America.   Capitalized
terms  used  herein  and  not defined herein  have  the  meanings
specified in the Note Agreement.

      As provided in the Note Agreement, this Note is subject  to
prepayment,  in  whole or from time to time in part,  in  certain
cases  without  premium  and in other cases  with  a  premium  as
specified in the Note Agreement.

      This Note is a registered note and, as provided in the Note
Agreement,  upon  surrender  of this  Note  for  registration  of
transfer,  duly endorsed, or accompanied by a written  instrument
of  transfer  duly executed, by the registered holder  hereof  or
such holder's attorney duly authorized in writing, a new Note for
a  like principal amount will be issued to, and registered in the
name   of,   the  transferee.   Prior  to  due  presentment   for
registration  of transfer, the Company may treat  the  person  in
whose  name this Note is registered as the owner hereof  for  the
purpose of receiving payment and for all other purposes, and  the
Company shall not be affected by any notice to the contrary.

      The obligations evidenced by this Note are subordinated  to
the  Senior Debt on the terms provided in the Note Agreement  and
the  holder hereof, by acceptance hereof, agrees to be  bound  by
the subordination provisions in the Note Agreement.

     THIS NOTE IS GIVEN IN SUBSTITUTION AND WITHOUT NOVATION OF A
PROMISSORY NOTE DATED JUNE 5, 1998 AND ISSUED BY U.S. AGGREGATES,
INC.

      THIS NOTE AND THE NOTE AGREEMENT ARE GOVERNED BY, AND SHALL
BE  CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL  LAWS
OF THE STATE OF NEW YORK.


                                   U.S. AGGREGATES, INC.



                                   By:
                                   Name:
                                   Title:



<PAGE>



                                                       EXHIBIT A3

         [FORM OF SENIOR SUBORDINATED NOTE - 2001 NOTE]

                      U.S. AGGREGATES, INC.

           Senior Subordinated Note Due April 18, 2002

No. RC-___                                       PPN: 90345@ AC 7
$________                                                  [Date]

     U.S. AGGREGATES, INC., a Delaware corporation (together with
its  successors,  the  "Company"),  for  value  received,  hereby
promises  to  pay  to  ___________  or  registered  assigns   the
principal sum of ____________ DOLLARS ($________), together  with
all Capitalized Interest Amounts (as hereinafter defined), or, if
less,  the  unpaid principal amount of this Note,  on  April  18,
2002,  and  to pay interest (computed on the basis of  a  360-day
year  of  twelve  30-day months) on the unpaid principal  balance
hereof  from  the  date of this Note until the  principal  amount
hereof  shall  become  due and payable, at the  rate  of  sixteen
percent  (16%)  per annum, payable quarterly on the twenty-second
(22nd)  day  of  February,  May, August  and  November  (each  an
"Interest  Payment Date") in each year, commencing on  the  first
Interest Payment Date occurring after the date of this Note,  and
at  maturity,  and  to  pay  on demand interest  on  any  overdue
principal (including any overdue prepayment), any overdue payment
of  Yield-Maintenance Amount, if any, or (to the extent permitted
by  applicable law) any overdue installment of interest (the  due
date  of such payments to be determined without giving effect  to
any  grace  period), and, if an Event of Default under  the  Note
Agreement  shall have occurred and be continuing, on  the  entire
outstanding principal amount hereof, at the rate per annum  equal
to  the lesser of (a) the highest rate allowed by applicable  law
or  (b)  the greater of (i) eighteen percent (18%), or  (ii)  two
percent  (2%)  over  the rate of interest publicly  announced  by
Morgan Guaranty Trust Company in New York City from time to  time
as its prime rate.

      On any Interest Payment Date occurring on or after the date
hereof through (but excluding) the maturity date hereof, in  lieu
of  making the entire interest payment on this Note in cash,  the
Company may, at its option:

          (a)   pay on such Interest Payment Date, in cash, none,
     any part or all of the interest accrued on such principal to
     such Interest Payment Date; and

          (b)   add  to the outstanding principal amount of  such
     Notes  on  such  Interest Payment Date the portion  of  such
     interest  which  is  not  paid  in  cash  pursuant  to   the
     immediately  preceding clause (a) (each such  addition  with
     respect to this Note, a "Capitalized Interest Amount").

      Interest shall begin to accrue on each Capitalized Interest
Amount  beginning on and including the Interest Payment  Date  on
which  such Capitalized Interest Amount is added to the principal
amount of this Note, and such interest shall accrue and be  paid,
together  with the interest on the remaining principal amount  of
this   Note,  in  accordance  with  this  Note.   Notwithstanding
anything herein to the contrary, all interest due and payable  on
the  date  that the entire then outstanding principal  amount  of
this  Note becomes due and payable, whether on the maturity  date
hereof, by acceleration or otherwise, shall be due and payable in
full in cash on such date.  All Capitalized Interest Amounts will
for  all  purposes of this Note and the Note Agreement constitute
outstanding principal on this Note.

     Payments of principal, Yield-Maintenance Amount, if any, and
interest  shall be made in such coin or currency  of  the  United
States  of America as at the time of payment is legal tender  for
the  payment of public and private debts to the registered holder
hereof  at  the address shown in the register maintained  by  the
Company  for  such purpose, in the manner provided  in  the  Note
Agreement.

      This  Note is one of an issue of Senior Subordinated  Notes
due  April  18,  2002  issued in an original aggregate  principal
amount  of Nine Hundred Thousand Dollars ($900,000) (which amount
may be increased by any Capitalized Interest Amounts) pursuant to
Amendment No. 4, dated as of the Amendment No. 4 Effective  Date,
to  the  Amended and Restated Note and Warrant Purchase Agreement
(as  amended and as may be further amended from time to time, the
"Note  Agreement"), dated as of June 5, 1998, between the Company
and  The  Prudential  Insurance Company of America.   Capitalized
terms  used  herein  and  not defined herein  have  the  meanings
specified in the Note Agreement.

      As provided in the Note Agreement, this Note is subject  to
prepayment,  in  whole or from time to time in part,  in  certain
cases  without  premium  and in other cases  with  a  premium  as
specified in the Note Agreement.

      This Note is a registered note and, as provided in the Note
Agreement,  upon  surrender  of this  Note  for  registration  of
transfer,  duly endorsed, or accompanied by a written  instrument
of  transfer  duly executed, by the registered holder  hereof  or
such holder's attorney duly authorized in writing, a new Note for
a  like principal amount will be issued to, and registered in the
name   of,   the  transferee.   Prior  to  due  presentment   for
registration  of transfer, the Company may treat  the  person  in
whose  name this Note is registered as the owner hereof  for  the
purpose of receiving payment and for all other purposes, and  the
Company shall not be affected by any notice to the contrary.

      The obligations evidenced by this Note are subordinated  to
the  Senior Debt on the terms provided in the Note Agreement  and
the  holder hereof, by acceptance hereof, agrees to be  bound  by
the subordination provisions in the Note Agreement.

      THIS NOTE AND THE NOTE AGREEMENT ARE GOVERNED BY, AND SHALL
BE  CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL  LAWS
OF THE STATE OF NEW YORK.


                                   U.S. AGGREGATES, INC.



                                   By:
                                   Name:
                                   Title:



<PAGE>



                                                        EXHIBIT B

                   [FORM OF GUARANTOR CONSENT]

Dated:  As of April 18, 2001

     Reference is made to that certain Amended and Restated  Note
and  Warrant  Purchase Agreement, dated as of June 5,  1998  (the
"Note  Purchase Agreement"), between U.S. Aggregates,  Inc.  (the
"Company")  and The Prudential Insurance Company of America  (the
"Noteholder"), pursuant to which  $30,000,000 principal amount of
Senior  Subordinated Notes due November 22, 2006 and  $15,000,000
principal  amount of Senior Subordinated Notes due  November  22,
2008 (together with the 2001 Note (as defined in the Amended Note
Purchase Agreement), the "Notes") of the Company have been issued
to  the  Noteholder  and are currently outstanding.   Capitalized
terms  used  herein  and  defined in the  Amended  Note  Purchase
Agreement  (as defined below) are used herein with  the  meanings
ascribed  to  them in the Amended Note Purchase  Agreement.   The
Note Purchase Agreement was amended pursuant to the terms of  (i)
an  Amendment No. 1 to the Amended and Restated Note and  Warrant
Purchase  Agreement dated as of April 14, 1999; (ii) an Amendment
No.  2  to  the  Amended and Restated Note and  Warrant  Purchase
Agreement dated as of August 12, 1999; and (iii) an Amendment No.
3 to the Amended and Restated Note and Warrant Purchase Agreement
dated as of September 29, 2000 (as in effect immediately prior to
giving effect to the amendments provided for in Amendment  No.  4
to  the Amended and Restated Note and Warrant Purchase Agreement,
the  "Existing Note Purchase Agreement" and, as amended  pursuant
to  Amendment No. 4 to the Amended and Restated Note and  Warrant
Purchase  Agreement  and as may be further amended,  restated  or
otherwise modified from time to time, the "Amended Note  Purchase
Agreement").  The Existing Note Purchase Agreement and the  Notes
are being amended pursuant to the terms of Amendment No. 4 to the
Note  Purchase Agreement dated as of April 18, 2001 (the  "Fourth
Amendment Agreement").

     Each  of  the undersigned Restricted Subsidiaries  (each,  a
"Guarantor")  is a party to the Subsidiary Guaranty entered  into
in  connection  with  the  execution and  delivery  of  the  Note
Purchase Agreement and the issuance and sale of the Notes.   Each
Guarantor  hereby consents to the Fourth Amendment Agreement  and
acknowledges and affirms all of its obligations under  the  terms
of  the  Subsidiary Guaranty, and specifically  agrees  that  the
Subsidiary Guaranty applies to the 2001 Note and that all amounts
owing  in  respect of the 2001 Note are "Guaranteed  Obligations"
(as such term is defined in the Subsidiary Guaranty).

   [Remainder of page intentionally left blank.  Next page is
                        signature page.]



     IN WITNESS WHEREOF, each Guarantor has caused this Guarantor
Consent to be executed on its behalf, as of the date first  above
written, by one of its duly authorized officers.


                                 SRM HOLDINGS CORP.



                                 By
                                 Name:     Morris  L.  Bishop,Jr.
                                 Title:    Vice President


                                 SRM AGGREGATES, INC.



                                 By
                                 Name:     Clifford S. Reed, Jr.
                                 Title:    President


                                 WESTERN AGGREGATES
                                 HOLDING CORP.



                                 By
                                 Name:     Morris L. Bishop, Jr.
                                 Title:    Vice President


                                 WESTERN ROCK PRODUCTS
                                 CORPORATION



                                 By
                                 Name:     Darrell G. Whitney
                                 Title:    President



                                 COX ROCK PRODUCTS,
                                 INCORPORATED



                                 By
                                 Name:     Morris L. Bishop, Jr.
                                 Title:    Vice President


                                 COX TRANSPORT CORPORATION



                                 By
                                 Name:     Morris L. Bishop, Jr.
                                 Title:    Vice President


                                 JENSEN CONSTRUCTION &
                                 DEVELOPMENT, INC.



                                 By
                                 Name:     Darrell G. Whitney
                                 Title:    President


                                 SANDIA CONSTRUCTION, INC.



                                 By
                                 Name:     Darrell G. Whitney
                                 Title:    Vice President


                                 NEVADA AGGREGATES, INC.



                                 By
                                 Name:     Morris L. Bishop, Jr.
                                 Title:    President


                                 MOHAVE CONCRETE AND
                                 MATERIALS, INC. (NEVADA)



                                 By
                                 Name:     Darrell G. Whitney
                                 Title:    President


                                 MOHAVE CONCRETE AND
                                 MATERIALS, INC. (ARIZONA)



                                 By
                                 Name:     Darrell G. Whitney
                                 Title:    President


                                 A-BLOCK COMPANY, INC.
                                 (ARIZONA)



                                 By
                                 Name:     Darrell G. Whitney
                                 Title:    President


                                 A-BLOCK COMPANY, INC.
                                 (CALIFORNIA)



                                 By
                                 Name:     Darrell G. Whitney
                                 Title:    President


                                 VALLEY ASPHALT, INC.



                                 By
                                 Name:     Morris L. Bishop, Jr.
                                 Title:    Vice President

                                 DEKALB STONE, INC.



                                 By
                                 Name:     Clifford S. Reed, Jr.
                                 Title:    President


                                 GEODYNE   BECK  ROCK   PRODUCTS,
                                 INC.



                                 By
                                 Name:     Morris L. Bishop, Jr.
                                 Title:    Vice President


                                 WESTERN AGGREGATES, INC.



                                 By
                                 Name:     Morris L. Bishop, Jr.
                                 Title:    Vice President


                                 EAGLE VALLEY MATERIALS, INC.



                                 By
                                 Name:     Morris L. Bishop, Jr.
                                 Title:    President


                                 MULBERRY ROCK CORPORATION



                                 By
                                 Name:     Clifford S. Reed, Jr.
                                 Title:    President


                                 BHY READY MIX, INC.



                                 By
                                 Name:     Clifford S. Reed, Jr.
                                 Title:    President


                                 BRADLEY STONE & SAND, INC.



                                 By
                                 Name:     Clifford S. Reed, Jr.
                                 Title:    President


                                 TRI-STATE TESTING
                                 LABORATORIES, INC.



                                 By
                                 Name:     Morris L. Bishop, Jr.
                                 Title:    Vice President


                                 GROVE MATERIALS CORPORATION



                                 By
                                 Name:     Clifford S. Reed, Jr.
                                 Title:    President


                                 BAMA CRUSHED CORPORATION



                                 By
                                 Name:     Clifford S. Reed, Jr.
                                 Title:    President


                                 MONROC, INC.



                                 By
                                 Name:     Morris L. Bishop, Jr.
                                 Title:    Vice President



<PAGE>



                                                        EXHIBIT C

             [COPY OF EXECUTED SIXTH BANK AMENDMENT]



<PAGE>



                                                        EXHIBIT D

                    [COPY OF GTCR COMMITMENT]



<PAGE>



                                                     SCHEDULE 6.2


Outstanding  Principal Amounts of Existing Notes as of  Amendment
No. 4 Effective Date


Note/Series  Purchaser                          New Principal Amount

R-1/1996     The  Prudential Insurance Company  $30,820,291.82
             of America
S-1/1998     The  Prudential Insurance Company  $15,410,145.91
             of America