UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
          
                                   FORM 10-K

          [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
               SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
               For the fiscal year ended December 31, 1996

                                      OR

          [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
               SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
               For the transition period from       to    

                       Commission File Number  0-23880  

                                  MONROC, INC.
            (Exact name of registrant as specified in its charter)

        Delaware                                          87-0436697        
 (State of incorporation)              (I.R.S. Employer Identification Number)


                           P.O. Box 537, 1730 Beck Street
                            Salt Lake City, Utah 84110
                                  (801) 359-3701

         (Address of principal executive offices and telephone number)


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

           Securities registered pursuant to Section 12(g) of the Act:   
                     Common Stock, par value $.01 per share
                                (Title of Class)

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

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

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, as of March 13, 1997, was $12,188,748 based upon the last sale
price reported for such date on The NASDAQ National Market System.  

The number of shares of the Registrant's Common Stock outstanding as of March
14, 1997 was 4,467,000.

               DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive proxy statement, to be filed with the
Commission for use in connection with the 1997 Annual Meeting of Stockholders
is incorporated by reference into Part III of this Form 10-K.

<PAGE>
                                    PART I


     ITEM 1.  BUSINESS
     
     The Company
          Monroc, Inc., a Delaware corporation (the
     "Company"), was incorporated in 1986 and is the successor to
     a Utah corporation which was incorporated in 1920.  The
     Company was organized in 1986 to purchase the assets of its
     predecessor corporation through a leveraged Employee Stock
     Ownership Plan.  
     
          The Company produces and sells to the construction
     industry, ready-mix concrete, prestressed and precast
     concrete building components, sand and gravel products, and
     accessories for the concrete trade.  The Company owns 18
     plants in Utah, Idaho and Wyoming.  Its products are sold in
     Utah, Idaho, Wyoming and adjoining states, including
     Colorado, Nevada, Arizona, Montana and New Mexico and, to a
     lesser extent, Washington, Oregon and California.    
     
          As discussed below under Item 7 - "Management's
     Discussion and Analysis of Financial Condition and Results
     of Operations", a change in control of the Company occurred
     at the end of 1995.  During 1996, the Company's business and
     operations were restructured in several significant
     respects.  The Company intends to continue to evaluate its
     businesses for improvements and plans to consider possible
     acquisitions and divestitures with a view to maximizing
     shareholder value.
     
     The Company's Products
          The Company's products fall into three principal
     categories: (i) ready-mix concrete, (ii) prestressed and
     precast concrete products and (iii) sand and gravel
     aggregates.  The Company's three principal products are
     described below.
     
     Ready-Mix Concrete
     
          Ready-mix concrete is produced by combining rock,
     sand, cement and water with certain chemical additives in a
     "batch plant."  This mixture is put into a mixer truck where
     it is mixed thoroughly and delivered to a construction site. 
     Concrete is one of the most basic building materials and is
     used to some degree in almost all construction projects,
     including new roads and bridge construction, commercial and
     industrial projects, residential construction and
     agricultural construction (such as grain and potato storage
     enclosures and dairy farms).
     
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<PAGE>
     Prestressed and Precast Concrete Products
     
          Prestressed and precast concrete products are used
     primarily as parts of buildings or highway structures. 
     These products may be used architecturally, such as in a
     decorative wall of a building, or structurally.  Structural
     uses include building walls, frames, floors, roofs or
     highway bridge beams. 
     Prestressed concrete products are manufactured by stressing
     or stretching steel cables, incasing them in concrete, and
     then releasing the cable after the concrete has hardened. 
     The contraction of the cable compresses the concrete, adding
     to its strength.  The manufacturing process for prestressed
     concrete products varies depending upon the intended use for
     the final product.  Developing the required strength to
     support traffic, as in a bridge beam for instance, requires
     careful engineering and the determination of the proper
     number of strands of steel, their placement, and the degree
     of stress or pull to which they are to be subjected.
     
          Precast products are manufactured by a process
     similar to the manufacturing process for prestressed
     concrete products.  Precast concrete products, however, do
     not contain steel cables that have been stretched to
     strengthen the concrete.  Precast products may or may not
     contain steel bars for reinforcement.  Precast products
     include architectural walls and floor panels. 
     
          Due to the comparatively higher cost of the labor
     and materials used in fabricating precast and prestressed
     products, freight cost is a relatively less significant
     factor in the overall cost of these products than it is for
     ready-mix concrete.  Therefore, prestressed and precast
     concrete products can often be shipped over longer distances
     and sold at prices that remain competitive with those of
     other manufacturers.  The Company has sold its prestressed
     and precast concrete throughout much of the western United
     States.  One area of growth activity which makes extensive
     use of prestressed and precast concrete products is prison
     construction.
     
     
     Sand and Gravel Aggregates
     
          Sand and gravel aggregates are produced by
     crushing and screening material that is either dug from a
     bank or quarried from a solid deposit by blasting or
     bulldozing.  The material is sized and in some cases washed
     to remove dirt and other fine materials so it will bond

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     better with cement in concrete.  Sand and gravel aggregates
     are used to produce concrete and asphalt and also as a base
     or foundation material under  roads and highways, airport
     runways, concrete slabs or floors, or other structures. 
     Transportation is a significant factor in the cost of sand
     and gravel aggregates.  Accordingly, the market area for
     sand and gravel aggregates is usually limited.  The Company
     also uses its aggregates as raw materials in its own
     concrete operations.
     
          The following table compares the percentage of the
     Company's total sales which were represented by the
     Company's three product areas over the last three years:
     
                         Percentage of Sales
     
              Product Category                          1996  1995  1994
     
          Ready-Mix Concrete . . . . . . . . . . . . .   51%   66%   62%
          Precast/Prestressed  . . . . . . . . . . . .   43%   25%   24%
          Sand and Gravel Aggregates . . . . . . . . .    8%    9%   14%
    
    
     The Industry and Market

     The Company's Market
          The Company's products are used in substantially
     all types of construction, including housing, buildings,
     roads and highways, bridges and airport runways.  The
     Company's products are used in local, state and federal
     building projects, as well as private construction projects.
     
          The Company generally sells its products to
     contractors.  On certain projects, the Company may also act
     as a subcontractor and erect or install its precast or
     prestressed concrete products.  Most of the Company's sales
     are made pursuant to bid proposals submitted to one or more
     contractors.  Concrete products are typically purchased from
     the supplier submitting the lowest bid; however, projects
     are occasionally awarded based upon quality.  A small
     percentage of the Company's sales contracts are obtained by
     negotiation with owners and architects.
     
     The Regional Construction Industry
     
          The Company's business is heavily dependent upon
     the construction industry and is directly affected by the
     level of construction activity in the geographic areas in
     which it operates.  The level of construction activity is
     cyclical and the Company's business varies accordingly.  The
     demand for construction varies depending upon a number of

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     factors, including, weather conditions, the availability of
     construction financing at favorable interest rates, overall
     fluctuations in regional economies, past overbuilding, labor
     relations in the construction industry and the levels of
     material and energy supplies.  In addition, local, state and
     federal building projects are dependent upon budgets and, in
     many cases, voter approved bonds.
     
     
     Future Land Development
          When the Company's predecessors acquired and
     opened the Company's current large sand and gravel aggregate
     quarries near Salt Lake City and Boise, the quarries were
     located beyond these cities' outskirts.  The growth of these
     two cities in the intervening years has now placed these
     land holdings well within their respective metropolitan
     areas.  This has a significant immediate term advantage for
     the Company, since it places the Company's operations close
     to important areas of new construction activity.  
     
          In addition, being located in growing urban areas
     offers the Company the possibility of eventually converting
     these land holdings to residential, recreational or
     commercial use.  The Company believes it is conducting its
     operations on these properties in a way that will optimize
     their development value. The Company has closed its
     aggregate operation on the Kearns land which is comprised of
     158.1 acres in the west central part of the Salt Lake Valley
     and has submitted an application to have the zoning changed
     to residential.  Plans to sell the property are being
     pursued.  The Company is also contemplating the development
     of its properties in Boise, Idaho (265 acres)  as the
     reserves there are depleted over the next several years or
     the quarrying operation is relocated.  See Item 2
     "Properties."
     
          Past independent appraisals of the Company's real
     property have indicated that the fair market value of the
     Company's real property may be significantly greater than
     the historical cost shown on the Company's balance sheet at
     December 31, 1996; however, the ability of the Company to
     develop successfully its real property is dependent on such
     factors as financing, obtaining necessary zoning and other
     governmental approvals, and real estate market conditions at
     the time. 
     
                                       4 
<PAGE>     
     Competition
          The Company's products are relatively generic and,
     accordingly, in many of its markets, the Company has several
     competitors.  In particular, equipment for producing ready-mix 
     concrete can be leased from several sources,
     facilitating the entrance of new competitors.  In Idaho and
     Wyoming, the Company faces competition primarily from
     locally owned and operated companies.  In Utah, the Company
     faces competition not only from locally owned and operated
     companies but also from larger regional, national and
     international companies operating in Utah, some of which may
     have substantially greater financial and other resources
     than the Company.
     
          The Company faces competition from a number of
     companies in the precast and prestress concrete market. 
     Since precast and prestress products can be shipped over
     greater distances, the Company competes with producers of
     precast and prestress products in large metropolitan areas
     in western states.
     
          In addition to competitive pricing, the Company's
     principal methods of meeting competition are through
     consistency of product quality and customer support and
     service.
     
     
     Seasonality and Cyclicality
     
     Seasonality
     
          Due to its location in the Rocky Mountains, the
     Company's business is impacted by adverse weather conditions
     in the winter.  Historically, construction activity
     decreases significantly in December, January, February and
     March because of snow and cold weather.  The Company
     generally experiences losses during these months.
     
     Cyclicality
          
          The construction industry is highly cyclical and
     is strongly affected by changes in economic growth and
     conditions and changes in interest rates.  In the past, the
     Company's revenues and backlog have varied significantly
     because of changes in economic conditions on either the
     national or regional level.
     
                                       5 
<PAGE>                                       
     Raw Materials and Suppliers

          The Company obtains the bulk of its raw materials
     (other than aggregates, substantially all of which are
     produced internally) and supplies from several sources.  The
     raw materials used by the Company are widely available and
     the Company is not dependent upon any one supplier.  The
     Company's management believes that for the foreseeable
     future the Company will have reserves of sand and gravel
     aggregates sufficient for its operations.  See Item 2.
     "Properties."
     
     
     Regulation
          The Company's operations are subject to numerous
     federal, state and local laws and regulations.  The plants
     and quarries are subject to regulations and safety standards
     established by the Mine Safety and Health Act and the
     Occupation Safety and Health Act, and the federal agencies
     which oversee compliance with such acts, as well as the
     safety codes of state and local governments.
     
          The Company's management believes that the Company
     has all approvals and permits from local governing bodies
     which are required for the mining of sand and gravel
     aggregates and the conduct of the Company's other
     businesses.  State and local authorities, however, may adopt
     new laws and regulations relating to land use which may, in
     some instances, reduce or restrict uses of the Company's
     properties.
     
          Because the Company sometimes acts as a
     subcontractor in erecting its prestressed and precast
     concrete products, it must maintain contractor's licenses in
     the states in which it sells these products.  It presently
     has current contractor's licenses in all states in which it
     does business.  

          The Company's plants are also subject to
     governmental regulations concerning environmental pollution. 
     The Company believes that it is substantially in compliance
     with all applicable regulations.  The cost of maintaining
     such compliance is not considered to be material.  During
     the normal course of its operations, the Company uses and
     disposes of materials, such as solvents and lubricants used
     in equipment maintenance, which are classified as hazardous
     by government agencies which regulate environmental quality. 
     The Company attempts to minimize the generation of such
     waste as much as possible, and to recycle such wastes. 
     Remaining wastes are disposed of in permitted off-site
     disposal sites.
     
          The Company is currently the owner of 9.9 acres of
     land located in Murray, Utah which contains mining slag

                                       6
<PAGE>
     previously deposited by ASARCO, the former owner.  The slag
     contains certain heavy metals, including lead and arsenic,
     which may have leached from the slag into the environment. 
     This and adjoining properties formerly owned by ASARCO have
     been proposed by the Environmental Protection Agency (the
     "EPA") for listing on the National Priorities List for
     cleanup of the lead slag and potential groundwater
     contamination from arsenic laden soils.  Although the
     Company did not generate the slag material, under the
     Comprehensive Environmental Response, Compensation and
     Liability Act (CERCLA), the current owner of a property may
     be liable for cleanup costs.  In such case, the Company
     would have a claim against the former owner for its
     respective share of these costs.  The Company has not been
     named as a Potentially Responsible Party by the EPA with
     respect to cleanup of any waste at the site; however, the
     Company was requested to respond to a CERCLA Section
     104(e)information request, and has been included in the
     study group discussed below.  The outcome of this matter is
     uncertain.
      
          The Company has been participating in a study
     group with the EPA, the former owner, Murray City and the
     other current landowners to develop a plan that would result
     in the remediation of the problems described above.  An
     agreement in principal has been reached among all parties,
     and upon execution of a formal understanding, the EPA will
     begin the process of preparing a consent agreement in 1997. 
     Cleanup will take several years to accomplish and involves a
     combination of offsite disposal, redevelopment of the area
     including new road construction and on site treatment.  The
     Company believes that development of the land for commercial
     purposes will be possible at the end of the process.  The
     remediation plan calls for the dedication of a certain
     amount of the Company's property for the extension of a
     roadway in Murray City.  Until approval of a consent
     agreement, it is difficult to estimate the possible
     financial impact to the Company, if any.
     
          Prior to learning of the potential presence of
     lead in the slag from this site, the Company sold a portion
     of this slag principally for use as road base and railroad
     fill.  The Company may be liable for cleanup costs if it is
     determined that the lead from such slag poses an
     environmental hazard to drinking water.  The Company has not
     received any notice of government or private action relating
     to this matter.  The potential cost to the Company from such
     actions, if any, is not ascertainable at the present time. 
     The Company's management believes that there are
     economically reasonable methods of containing the slag
     should this become necessary.
     
                                       7
<PAGE>
     Backlog
          A significant portion of the Company's business,
     particularly for prestressed and precast concrete, is based
     on orders for delivery at times which may be many months
     after the order date.  Therefore, the Company generally has
     a significant amount of outstanding work orders.  The
     Company's outstanding backlog for prestressed and precast
     concrete products as of December 31, 1996 and 1995 were
     approximately $12,085,000 and $25,786,000, respectively. 
     The outstanding backlog represents work that is scheduled to
     be produced in 1997. The Snake River Correctional Facility
     which the Company has been constructing since late 1995 will
     be completed by mid- 1997.  Work performed on this project
     during 1996 resulted in the significant decrease in backlog.
     
     Employees
          As of December 31, 1996, the Company had 555
     employees, of which 81 were in administrative or clerical
     areas and 474 were in production.  Approximately 407 of the
     production employees are represented by various unions. 
     Contracts covering a total of 228 employees at two plants
     will expire in 1997 and the Company will be in negotiations
     with the applicable unions regarding these contracts.  The
     Company believes its relations with its employees and their
     unions are satisfactory.  The Company also conducts an
     active worker safety program.
     
     
     ITEM 2.  PROPERTIES
     General
     
          The Company operates 18 facilities in Utah, Idaho
     and Wyoming.   All of the Company's existing personal
     property and real property are used as collateral to secure
     certain Company borrowings.  See Item 7 "Management's
     discussion and Analysis--Liquidity and Capital Resources." 
     Preventive maintenance programs and policies are maintained
     for maximum utilization of equipment and facilities.
     
          The Company operates a fleet of approximately 160
     transit mixing trucks to deliver ready-mixed concrete to its
     customers.  It also operates a fleet of tractors and
     trailers for hauling prestress/precast products and cement,
     and dump trucks to deliver sand and gravel.  Some of the
     products sold by the Company are shipped on temporarily
     leased vehicles, vehicles operated by contract truckers or
     customer's vehicles loaded at the Company's plants.  The
     Company's facilities are further described below.
     
                                       8
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     Utah Operations
     
     Salt Lake City, Utah
     
          The Company currently operates two ready-mix batch
     plants in the Salt Lake Valley including a new central mix
     plant opened in mid-1996 on its property located at the
     southern end of the Salt Lake Valley (the "Point of the
     Mountain Site").  The Company's other ready-mix plant in the
     Salt Lake area is located in Northern Salt Lake City on Beck
     Street where the Company's headquarters is also located.  A
     small satellite ready-mix batch plant located on the
     Company's property in Kearns, Utah, was closed in late 1996
     because the Kearns property is in the process of being
     rezoned in order to sell the property.  Presently, the
     Company operates a fleet of 25 ready-mix trucks in the Salt
     Lake Valley.  The largest of the Company's prestress/precast
     plants is also located on the Beck Street property.
     
          The Company also has three sand and gravel pits in
     the Salt Lake Valley.  It owns two sand and gravel pits 
     located at its Beck Street, and Point of the Mountain
     properties. The pit located at the Company's Beck Street
     property totals approximately 256 acres and has reserves of
     approximately 25,000,000 tons which are used primarily to
     produce road base type products.  The Point of the Mountain
     pit (approximately 150 acres) has reserves estimated to be
     in excess of 40,000,000 tons.  Aggregates for the Company's
     ready mix operations are presently produced at this pit. 
     Accordingly, the Company believes the Point of the Mountain
     site, together with the Beck Street site, should provide
     adequate resources for the Company's Salt Lake operations
     for several decades.
     
          The Kearns pit was closed at the end of 1996.  To
     replace that operation, the Company has leased 94 acres of
     property containing approximately 5,000,000 tons of
     aggregate reserves on the west side of the Salt Lake Valley
     and will produce road base products there in 1997. 
      
          The Company's management believes its reserves are
     adequate for the foreseeable future. As zoning and
     environmental permits become more difficult to obtain for
     new aggregate pits, this should provide the Company with an
     increasing competitive advantage.  Transportation costs are
     a substantial factor in the overall cost of sand and gravel
     and, with the three pits spread over the Salt Lake City
     metropolitan area, the Company anticipates an improved
     competitive advantage.  
     
                                       9
<PAGE>
     Park City, Utah
     
          The Company has a ready-mix plant located in Park
     City, Utah, a resort community which is approximately 40
     miles from Salt lake City.  The Park City area contains
     several ski resorts and is scheduled to host several Olympic
     events in connection with the 2002 Winter Olympics.  The
     Park City area is experiencing significant population growth
     and the Company's management believes the Park City area
     will continue to grow.  The Company operates 14 ready-mix
     trucks in connection with its Park City and Heber City
     operations.  Sand and gravel is trucked from sources in the
     Salt Lake Valley to produce the concrete at these sites.
     
     Heber City, Utah
     
          In 1994, the Company constructed a ready-mix plant
     in Heber City, Utah, which is 18 miles from Park City. 
     Because of the high cost of housing in Park City, Heber is
     often selected as a place of residence by persons who are
     employed by the Park City resorts.   Aggregates are
     presently trucked from the Salt Lake Valley.
     
     Boise Operations
     
     Boise, Idaho.
     
          The Company has both ready-mix and
     prestress/precast operations in Boise, Idaho.  The Company
     installed a new central mix batch plant during 1994 which
     enhances the Company's ability to deliver ready-mix concrete
     in the Boise area.  The Company is the largest ready-mix
     concrete supplier in Boise and operates a fleet of 33 
     ready-mix trucks at this location.
     
          Products from the prestress/precast operations in
     Boise are sold throughout southern Idaho and into the
     neighboring states of Nevada, Oregon, and Washington.  The
     Company also operates a sand and gravel pit with estimated
     reserves of approximately 4,000,000 tons.  The Company's
     Boise facilities are located on a 265 acre site located
     adjacent to the Boise River.  The Boise area is currently
     experiencing significant development.
     
          The Company has entered into an agreement to
     purchase 213 acres containing aggregate reserves of
     approximately 10 million tons in Middleton, Idaho, which is
     about fifteen miles west of its current Boise operations. 
     The purchase price is approximately $2,130,000 of which

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     approximately 1,600,000 is  payable over 10 years between
     1997 and 2007. Residential and commercial development in the
     area is moving west towards this site.  With these aggregate
     reserves, the Company believes it is well positioned to take
     advantage of future construction activity in the Boise area. 
     Subject to certain conditions, the Company expects the
     transaction to close in late 1997.
     
     Magic Valley Operations
     
          The Company operates several ready-mix batch
     plants in the south central part of Idaho in an area known
     as Magic Valley.  These plants are located at Twin Falls,
     Ketchum, Bellevue, Wendell and Burley, Idaho.  25 ready-mix
     trucks are maintained to service the Twin Falls, Ketchum,
     Wendell and Burley markets.
     
     Twin Falls, Idaho
     
          The Company operates a ready-mix batch plant and a
     sand and gravel facility in Twin Falls, Idaho.  The sand and
     gravel used in the Company's operations at this location are
     obtained from a pit north of Twin Falls that is leased by
     the Company.  So long as the Company continues to extract
     sand and gravel from the pit, the terms of the lease permit
     the Company to use the pit until all sand and gravel
     resources have been depleted.  The Company believes the Twin
     Falls pit has adequate reserves for the foreseeable future.  
     
     Ketchum/Bellevue, Idaho
     
          The Company has a ready-mix plant in each of
     Ketchum and Bellevue, Idaho.  Both of these plants primarily
     service the Sun Valley resort area.  The Company supplies a
     majority of the concrete used in this area.  Concrete
     aggregates for the Company's operations at this location are
     purchased from a local sand and gravel supplier.
     
     Wendell, Idaho
     
          The Company maintains a ready-mix batch plant in
     this farming community which serves as a satellite for the
     Twin Falls operation.  Aggregates for the concrete produced
     at this location are trucked from Twin Falls.
     
     
     
                                      11  
<PAGE>                                      
     Burley, Idaho
     
          The Company has a small ready-mix batch plant in
     this community which is about 50 miles east of Twin Falls. 
     Concrete aggregates are purchased from a local sand and
     gravel supplier.
     
     Eastern Idaho Operations
     
          The Company has plants in Idaho Falls, Pocatello,
     Blackfoot and St. Anthony, Idaho.  The Company operates 25
     ready-mix trucks to service the Eastern Idaho area.
     
     Idaho Falls, Idaho
     
          Idaho Falls is one of the largest cities in
     eastern Idaho.  In addition to a ready-mix plant, the
     Company has a prestress plant as well as a sand and gravel
     pit located on a 242 acre site in Idaho Falls.  The sand and
     gravel pit has an estimated 3,000,000 tons of reserves.
     
     Pocatello and Blackfoot, Idaho
     
          The Company maintains ready-mix concrete
     operations in each of these towns that are supplied from
     Company owned sand and gravel pits located in Pocatello and
     Blackfoot.  The Blackfoot operation is located on 107 acres
     of land and the Pocatello pit is approximately 239 acres. 
     The Company's management believes both pits have adequate
     sand and gravel reserves for the foreseeable future.
     
     St. Anthony, Idaho
     
          The Company has a ready-mix batch plant located in
     this community which is approximately 60 miles northeast of
     Idaho Falls.  It serves as a satellite to the Idaho Falls
     plant.
     



                                      12
<PAGE>
     Wyoming Operations
     
          The Company has ready-mix plants in Cody, Powell,
     Greybull and Worland, Wyoming.  In addition, the Company
     provides construction services, such as ditch lining, road
     grading and excavation, through its Wyoming facilities.  26
     ready-mix trucks are operated among the Cody, Powell,
     Greybull and Worland ready-mix plants. As part of the
     restructuring of the Company's operations, certain sand and
     gravel facilities were closed and written off in 1996.  See item 
     7 - (Management's Discussion and Analysis of Financial Condition and 
     Results of Operations).  The Company will be processing aggregates 
     for use in these areas with portable plants.
     
     Cody, Wyoming
     
          Through its Cody plant, the Company sells ready-mix 
     concrete and sand and gravel and also provides road
     grading, excavation and construction services in the area. 
     Cody is primarily an agricultural area but tourism is a
     significant industry with the east entrance of Yellowstone
     National Park only 50 miles west of town. The Company has
     one competitor in the Cody area.  
     
          The Sand and gravel used in the Company's Cody
     operations is presently mined from a pit owned by the State
     of Wyoming or from a 20 acre gravel pit owned by the
     Company.  The Company pays a royalty to the state based on
     the number of tons extracted.  The Company's agreement with
     the State of Wyoming expires in 1998. 
     
     Powell, Wyoming
     
          The Company's Powell ready-mix batch plant is
     located about 30 miles northeast of Cody.  The Company has
     no competitors in the Powell area and supplies all the
     ready-mix concrete and sand and gravel in the area.  Sand
     and gravel aggregates are trucked from the pits used in
     connection with the Company's Cody operations.
     
     Greybull, Wyoming
     
          Greybull is a small agricultural town 54 miles
     east of Cody.  The Company is the only source of concrete
     and sand and gravel in the community.  The Company owns a 20
     acre pit north of town and also obtains sand and gravel from
     excavation work in the area.
     
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<PAGE>
     Worland, Wyoming
     
          Worland lies 38 miles south of Greybull.  The
     Company is the sole provider of concrete and sand and gravel
     in the area.  Sand and gravel used in the Worland operations
     is mined from a local pit pursuant to an agreement with the
     Bureau of Land Management.  This agreement expires in 2000
     and is currently subject to a 55,000 ton limit. 
     
     ITEM 3.  LEGAL PROCEEDINGS
     
          The Company is engaged in routine legal
     proceedings  arising in the normal course of its business. 
     In the opinion of management, the ultimate outcome of such
     proceedings will not have a material adverse effect on the
     Company's operations or financial condition.
     
     ITEM 4.  SUBMISSION OF MATTERS TO a VOTE OF SECURITY HOLDERS 
     
              None
     
     ITEM 10.  EXECUTIVE OFFICERS OF THE REGISTRANT
     
                                                               Office
                                  Position With the             held
     Name               Age           Company                  Since
     ---------        -------     -----------------------     --------

     Ronald D. Davis     52       President and Chief           1996
                                  Executive Officer
     
     L. William Rands    52       Vice President,               1985
                                  Treasurer and Secretary
     
          The recent business experience of the Company's
     executive officers is summarized as follows:
     
       Ronald D. Davis
     
          Ronald D Davis has served as President and Chief
     Executive Officer of the Company since July of 1996.  From
     1985 to 1996, he was Vice President and General Manager of
     CalMat Company's Central and Northern California operations. 
     Prior to that, he was President of Bakersfield Ready Mix. 
     
       L. William Rands
     
          L. William Rands has served as Chief Financial
     Officer, Vice President - Finance and Treasurer since
     joining the Company in 1985.  He was elected Secretary in
     1992.  Prior thereto he held financial positions with
     several corporations.  

                                      14
<PAGE>
     Employment Contracts
     
          On June 2, 1996, the Company entered into an
     Employment Agreement with Ronald D. Davis pursuant to which
     Mr. Davis is to be employed as President and Chief Executive
     Officer of the Company until June 2, 1999.  Mr. Davis'
     Employment Agreement provides that he is to receive a base
     salary of $150,000 per annum, which may be increased at the
     discretion of the Board of Directors, and an annual
     incentive bonus in such amount as may be determined by the
     Board of Directors.  Pursuant to his Employment Agreement,
     in 1996 the Company paid Mr. Davis a signing bonus of
     $50,000, and reimbursed him for his moving and temporary
     housing expenses.  The Company also granted Mr. Davis
     options under the Company's 1996 Stock Option Plan to
     purchase 200,000 shares of Common Stock at prices ranging
     from $5.00 to $8.75 per share.  The options vest over a
     period of four years ending July 1, 2000.
     
          In July 1995, the Company entered into an
     employment agreement with L. William Rands, Vice President -
     Finance, Secretary and Treasurer, pursuant to which Mr.
     Rands is to be employed as an executive officer of the
     Company until July 31, 1998.  This agreement provided for
     annual compensation, as determined by the Board of
     Directors, in an amount at least equal to the amount
     received at the date of the agreement. 
     
          On May 22, 1996, Robert A. Parry resigned as
     Chairman, President and Chief Executive Officer of the
     Company.  Pursuant to an Employment Agreement between the
     Company and Mr. Parry, Mr. Parry Will receive $150,000 per
     annum until July, 1998, and deferred compensation payments
     through the year 2015.  See Note K(1) to the Company's
     Consolidated Financial Statements
          
                           PART II
     
     ITEM 5.  MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED   
              STOCKHOLDER MATTERS
     
          The Company's Common Stock is traded on the NASDAQ
     National Market System under the symbol "MROC".  
     
          The following table sets forth the high and low
     closing bid quotations for the Company's Common Stock as
     reported by the NASDAQ National Market System for each
     quarter during the last two fiscal years.  These quotations
     represent bid prices between dealers, do not include retail
     mark-ups, mark-downs or commissions, and do not necessarily
     represent actual transactions.
     
                                      15
<PAGE>
     1996:
     First Quarter                           $ 5 5/8         $ 4 1/8
     Second Quarter                            5 3/8           4 1/2
     Third Quarter                             6 1/4           4 5/8
     Fourth Quarter                            6 3/8           4 1/2
     
     1995:
     First Quarter                           $ 4 1/8         $ 3 1/8
     Second Quarter                            5 3/4           3 5/16
     Third Quarter                             5 3/8           3 3/8
     Fourth Quarter                            5 3/8           4 3/8
     
          The Company has approximately 650 stockholders including 
     employees of the Company participating in the ESOP.
     
          The Company has never paid a cash dividend on its
     Common Stock and does not contemplate paying cash dividends
     on its Common Stock in the foreseeable future.
     
     ITEM 6.  SELECTED HISTORICAL FINANCIAL DATA
     
          The selected historical financial data presented below
     has been derived from the Company's audited consolidated
     financial statements.  The selected historical financial
     +data should be read in conjunction with the consolidated
     financial statements, related notes and other financial
     information included elsewhere in this report.
<TABLE>
<S>                             <C>          <C>          <C>          <C>          <C>
                                    1996         1995        1994          1993         1992
CONSOLIDATED STATEMENT OF 
OPERATIONS DATA:                                                   

Revenues                        $70,401,396  $48,302,248  $41,156,276  $34,547,464  $33,237,045
ESOP Contribution                   800,000      800,000      800,000      937,816    1,125,001
Operating Profit (Loss)            (884,993)   2,511,755    1,160,462      937,318      393,612
Net Earnings (Loss)              (1,367,679)   1,355,651      283,582      763,872     (441,012)
Net Earnings (Loss) 
  Per Share                           (0.31)        0.48         0.11         0.34        (0.19)
Weighted Average 
  Common Shares                   4,467,000    2,835,063    2,611,521    2,235,738    2,290,282  
                                                                 
CONSOLIDATED BALANCE SHEET DATA:                                                          

Total Assets                    $40,638,252  $35,607,756  $26,578,145  $20,008,378  $19,902,612
Long-Term Obligations*            5,161,743    6,591,329    9,030,569    6,771,793    7,137,106
Stockholders' Equity             18,670,583   19,238,262    8,306,366    4,922,549    3,388,999
  
*  Net of current maturities
</TABLE>
     
                                      16
<PAGE>
     ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS 
     
           The following discussion should be read in conjunction
     with the Financial Statements and related Notes included
     elsewhere in this report. 
     
     Results of Operations
     
     Years Ended December 31, 1996 and 1995
     
            Sales for the year ended December 31, 1996 ("1996
     Period") totaled $70,401,396, which represented a 46%
     increase from $48,302,248 in revenues for the year ended
     December 31, 1995 ("1995 Period").  Most of the increase in
     revenues came from the Company's prestress/precast
     operations, an increase  of $18,187,000 or 149% during the
     1996 Period compared to the 1995 Period.  Production on the
     Snake River Correctional Facility, a $21.6 million contract,
     was the primary reason for the revenue increase. This
     project will be completed in mid-1997. Most of the Company's
     ready-mix operations showed improved sales volume in 1996
     over the previous year.
     
            Operating Loss was $884,993 for the 1996 Period
     compared to an operating profit of $2,511,755 for the 1995
     Period.  The Company reported a $1,500,000 restructuring
     charge in the third quarter of the 1996 Period (see
     discussion below).  Startup costs at the new ready mix and
     aggregate plants at the Company's Point of the Mountain site
     affected the profits for the Salt Lake ready mix and sand
     and gravel divisions, respectively.  In addition,  lower
     average sales prices in Boise and Salt Lake (due to a higher
     percentage of commercial work) and in Wyoming resulted in
     lower profitability.  General and administrative expense
     increased to $5,941,017 in the 1996 Period compared to
     $4,783,696 in the 1995 Period. Corporate expenses increased
     among other reasons, because of a $200,000 consulting fee
     paid to Builders and Construction Capital Partners,
     L.P.("BCCP"), a California Limited Partnership, as part of
     the 1995 Stock Purchase Agreement described below.  Also,
     the change in ownership, change in  senior management
     described below (See "Restructuring Charge") and other
     management changes resulted in higher general and
     administrative costs both at the corporate level and in the
     operating units.  
     
            The net loss for the 1996 Period was $1,367,679 or a
     loss of 31 cents per share compared to net earnings of
     $1,355,651 or earnings of 48 cents per share for the 1995
     Period.  The decrease in net earnings resulted from the

                                      17
<PAGE>
     restructuring charge as well as the lower profitability
     discussed above.  Net interest expense was $810,122 for the
     1996 Period, $575,312 lower than the 1995 Period.  A lower
     interest rate on the Company's borrowings from the CIT Group
     (See "Liquidity and Capital Resources" below) coupled with
     lower average borrowing levels after the private stock
     placement to BCCP on December 28, 1995 resulted in a
     significant savings in interest expense. 
     
            Contributions to the ESOP of in 1996 and in 1995 were
     non-cash contributions and did not decrease the level of
     stockholder's equity.  These contributions are charged
     against income and are deductible for federal and state tax
     purposes.
     
     Years ended December 31, 1995 and 1994
     
            Sales increased by 17% to $48,302,248 in the year ended
     December 31, 1995 from $41,156,276 in the year ended
     December 31, 1994 ("1994 Period").  Operating profit
     increased to $2,511,755 in the 1995 Period from $1,160,462
     in the 1994 Period due to higher sales volume and higher
     margins on prestress/precast contracts.  Net earnings
     increased to $1,355,651 or 48 cents a share in the 1995
     Period compared to $283,582 or 11 cents a share in the 1994
     Period.  The higher earnings in the 1995 period were
     principally due to higher operating profit. 
     
            Non-cash contributions to the ESOP expensed by the
     Company in 1995 and 1994 were $800,000 for each year,
     respectively.
     
     Restructuring Charge
     
            As a result of certain transactions between the Company
     and BCCP, a change in ownership and control occurred at the
     end of 1995.  Subsequent to these transactions, the Board of
     Directors of the Company appointed a new Chairman of the
     Board and a new President.  During the third quarter of
     1996, the Company's management restructured the Company's
     operations to be more responsive to the needs of the
     marketplace and improve operating efficiencies.  As a
     result, the Company recorded a restructuring charge of
     $1,500,000 for costs associated with the restructuring in
     the third quarter. The one time restructuring charges
     included: (i) the write-off of certain facilities and
     equipment obsoleted by new operating strategies for those
     businesses ($715,000); (ii) the closure of undersized and
     unprofitable operations in Utah and Wyoming ($351,000);
     (iii) an accrual of the remaining two-years of the
     employment agreement with the Company's former President and

                                      18
<PAGE>
     Chief Executive Officer ($333,000); and (iv) costs
     associated with restructuring management ($101,000).
     
     Liquidity and Capital Resources
     
            On December 28, 1995, the Company closed the
     transactions contemplated by the Stock Purchase Agreement,
     between the Company and BCCP whereby the Company sold
     1,650,000 shares of Common Stock to BCCP at a price of $5.50
     per share or an aggregate of $9,075,000.  The Company also
     issued to BCCP a Warrant to purchase up to 1,500,000
     additional shares of Common Stock at a price of $6.25 per
     share, exercisable through December 28, 2000.  The Company
     used $5,350,576 of the net proceeds of $8,776,245 which it
     received from this issuance to pay down outstanding balances
     on the Company's loans from the CIT Group. The remainder was
     absorbed in working capital to finance the receivables and
     inventory associated with the Snake River Correctional
     Facility project.
     
            The Company has met its need for liquidity principally
     through the use of a line of credit provided by the CIT
     Group.  In February 1996, the Company signed a new six year
     loan agreement with the CIT Group which increased the total
     credit available from $11,000,000 to $15,000,000 and reduced
     the interest rate thereunder from 2.5% above prime to 0.75%
     above prime.  The agreement provides for both revolving
     loans and term loans.  The Company's agreement with the CIT 
     Group requires the Company to pay a monthly fee on the
     unused portion of the line of credit at the rate of .5% per
     annum and to maintain a minimum borrowing of $4 million from
     February 27, 1997 through February 26, 1998.    
     
            As of December 31, 1996, borrowings under the line of
     credit in the form of revolving loans totaled $5,354,688
     compared to $86,519 at December 31, 1995.  A portion of the
     proceeds from the sale of Common Stock to BCCP were used to
     pay down the line of credit at the end of 1995.  During
     1996, the working capital requirements of the Snake River
     Correctional Facility contract resulted in a significant
     increase in the Company's short-term borrrowings under the
     line of credit.  The Company also has an outstanding term
     note with the CIT Group which bears interest at a rate of
     0.75% above prime.  The outstanding balance on this note was
     $2,000,000 on December 31, 1996, as compared to $4,000,000
     on December 31, 1995.  A portion of the proceeds from the
     sale of Common Stock to BCCP were used to pay down the
     outstanding balance on the note to $4,000,000 and then
     subsequently to $2,000,000.  At December 31, 1996, the

                                      19
<PAGE>
     Company had a maximum credit availability under the CIT
     credit facility of $7,645,312.
     
            With its expanded credit arrangement with the CIT Group
     which is at a lower interest rate, the Company believes that
     it has adequate working capital to meet its cash needs in
     1997 and that it is well positioned to take advantage of
     investment opportunities that may be presented to the
     Company in the near future.  
     
            In addition to the borrowings which it owed to the CIT
     Group, as of December 31, 1996, the Company had notes
     outstanding to the previous owners of the Wyoming operations
     in the amount of $598,142, as compared to an outstanding
     balance of $770,866 as of December 31, 1995.  The notes bear
     interest at the rate of prime plus 2%.  The Company has
     pledged the fixed property and inventory of its Wyoming
     operations as collateral for these notes.
     
            The Company also had outstanding notes to Colonial
     Commercial Corp. and an investor group headed by Odyssey
     Partners, L.P. with an aggregate balance of $837,500 as of
     December 31, 1996 and $1,107,500 as of December 31, 1995. 
     The notes bear interest at the prime rate.  Principal
     payments are due each year in eight monthly installments of
     $30,000.  No principal payments are required for the months
     of January, February, March and September.  These notes are
     subordinated to the notes held by the CIT Group.
     
            For the year ended December 31, 1996, cash used by
     operating activities was $2,689,171 compared to net cash
     provided by operating activities $3,511,500 in the year
     ended December 31, 1995. The decrease in cash generated in
     1996 was due to lower profitability (a $1,367,679 net loss
     in 1996 as compared to net earnings of $1,355,651 in 1995)
     and a reduction of working capital of $4,627,516 from 1995
     to 1996.  General and administrative expenses increased
     $1,157,321 largely due to costs associated with the
     restructuring of the Company and the change in ownership. 
     Working capital needs should be reduced with the completion
     of the Snake River Correctional Facility job.  
     
            The liquidity of the Company has increased
     substantially in the last two years due the sale of Common
     Stock in December 1995 pursuant to the Stock Purchase
     Agreement (net proceeds of $8,776,245).  As a result of a
     stronger capital position, the Company has also been able to 
     
                                      20  
<PAGE>                                      
     increase its ability to borrow on more favorable terms.  The
     increased liquidity and capital resources will enable the
     Company to pursue both internal and outside investment
     opportunities that arise.
     
            Through operating leases, the Company leased 46 new
     Mack front discharge mixer trucks in the second quarter of
     1996.  These trucks, combined with thirty seven new trucks
     acquired in 1994 and 1995, have significantly upgraded the
     quality of its ready-mix delivery fleet. In addition, the
     Company spent $2,300,000 in 1996 to open a new sand and
     gravel plant and a central ready-mix batch plant at its
     Point of the Mountain site in 1996.  These plants are
     strategically located for upcoming housing and commercial
     growth in the Salt Lake Valley over the next several years.  
     
     ESOP Accounting
     
            The original borrowings that the Company's Employee
     Stock Ownership Plan ("ESOP") used to acquire the Company's
     Common Stock were loaned to the ESOP by the Company, which
     in turn borrowed these funds from two banks.  Contributions
     to the ESOP are non-cash expenses for the Company for
     purposes of its financial and tax accounting.  Although the
     original borrowings with which the ESOP was financed have
     now been retired, an ESOP liability to the Company remains
     outstanding.  The ESOP repays this liability to the Company
     with contributions the ESOP receives from the Company.  The
     Company intends to continue to make contributions to the
     ESOP as determined by the Company's management in amounts
     which are deductible for tax purposes in order to permit the
     ESOP to repay its liability to the Company.  Subject to
     various regulations and conditions, the Company is generally
     allowed to deduct ESOP and pension plan contributions in an
     amount equal to 25% of its qualified payroll.  While the
     contributions to the ESOP are repaid to the Company by the
     ESOP, resulting in no net cash outflow, and are a deductible
     expense for tax purposes, these amounts directly reduce the
     Company's reported earnings.  As of December 31, 1996, the
     outstanding balance of the ESOP's note to the Company was
     $2,524,046.
     
            In addition to its effect on the Company's income
     statements, ESOP accounting also impacts the Company's
     balance sheets.  Amounts received by the Company
     representing principal payments on the loan to the ESOP are
     recorded as reductions of the ESOP note receivable. 
     Additionally, since the loan to the ESOP is carried on the
     Company's balance sheet as a reduction of stockholders'
     equity rather than as an asset, repayments of principal on
     the loan to the ESOP result in increases in stockholders'

                                      21
<PAGE>
     equity, which offset the reductions in equity caused by the
     non-cash contributions charged against earnings. 
     Consequently, the ESOP contributions since the acquisition
     of the stock have had no effect on total stockholders'
     equity and will have no effect on total stockholders' equity
     as long as contributions are used to reduce the note
     receivable from the ESOP.
     
                            
     Inflation
     
            Inflation in the U.S. economy has been relatively
     moderate during the last few years.  Price increases for
     labor and materials have kept pace with inflation but the
     Company has generally been successful in passing cost
     increases on to customers.  In 1996, although price
     increases were introduced, more of the ready mix concrete
     volume was commercial at lower prices resulting in lower
     profitability.  The Company continues to pursue work at
     higher prices to cover ongoing cost increases and improve
     operating margins. 
     
     
     Seasonality
     
            Because of the location of its operations in the
     Intermountain West, the Company experiences significantly
     lower sales during the winter months due to adverse weather
     conditions.  The Company usually experiences losses during
     these months because of the lower sales volume.
     
      
     ITEM 8.  CONSOLIDATED FINANCIAL STATEMENTS AND
              SUPPLEMENTARY DATA
     
            Consolidated financial statements and supplementary
     data required by this Item 8 are set forth at the pages
     indicated in Item 14(a) below. 
     
     
     ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
              ACCOUNTING AND FINANCIAL DISCLOSURE
     
                            None.
     
     
     
     
                                      22  
<PAGE>     
                          PART III
     
     
     ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
     
            The information to be included under the caption
     "Nominees for Election as Directors" is in the Company's
     definitive proxy statement to be filed with the Commission
     pursuant to Regulation 14(a) of the Exchange Act in
     connection with the 1997 annual meeting of stockholders of
     the Company (the "Proxy Statement") and is incorporated
     herein by reference.  In addition, reference is made to Item
     10 in Part I of this Report.
     
     
     ITEM 11.  EXECUTIVE COMPENSATION
     
            The information to be included under the caption
     "Executive Compensation" in the Proxy Statement is
     incorporated herein by reference.
     
     ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
               AND MANAGEMENT
     
            The information to be included under the caption
     "Voting Securities and Principal Stockholders" in the Proxy
     Statement is incorporated herein by reference.
     
     ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
     
            The information to be included under the caption
     "Certain Relationships and Related Transactions" in the
     Proxy Statement is incorporated herein by reference.
     
     
                           PART IV
     
     ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
               REPORTS ON FORM 8-K
     
          (a)(1)  Index to Consolidated Financial Statements
     
          Report of Independent Certified Public Accountants   F-1
     
          Consolidated Balance Sheets
          at December 31, 1996 and 1995 . . . . . . . . . .    F-2
     
          Consolidated Statements of Operations for
          the Years ended December 31, 1996, 1995 and 1994 .   F-4
     
                                      23
<PAGE>
          Consolidated Statements of Stockholders' Equity
          for the Years ended December 31, 1996, 1995
          and 1994 . . . . . . . . . . . . . . . . . . . . .   F-5
     
          Consolidated Statements of Cash Flows for the
          Years ended December 31, 1996, 1995 and 1994 . . .   F-6
     
          Notes to Financial Statements . . . . . . . . . .    F-8
     
          (a)(2)  Financial Statement Schedules
     
          Report of Certified Public Accountants. . . . . .   F-23
     
          Schedule II - Valuation and Qualifying Accounts. .  F-24
     
          (b)  Reports on Form 8-K
     
               None
     
          (c)   Exhibits
     
             3.1   Certificate of Incorporation(1)
     
             3.2   By Laws(1)
     
            10.1   Monroc, Inc. Employee Stock Ownership Plan, 
                   amended and restated as of April 1, 1987(1)
     
            10.2   1994 Stock Option Plan(1)
     
            10.3   Form of indemnity agreements
                   with directors(1)
     
            10.4   Amendment dated February 27, 1996 to the Loan       
                   and Security Agreement dated July 26, 1993                 
                   between the Company and CIT Group/Credit                   
                   Finance, Inc.(4)  
     
            10.5   Loan and Security Agreement dated July 26, 
                   1993 between the Company and CIT Group/Credit
                   Finance, Inc. (1)
     
            10.6   Stock Purchase Agreement dated July 26, 1995 
                   by and between Building and Capital
                   Construction Partners, L.P. and Monroc, 
                   Inc.(2)
                   
            10.7   Consulting Agreement dated December 28, 1995 
                   by and between Building and Capital 
                   Construction Partners, L.P. and Monroc, 
                   Inc.(2)(5)
     
                                      24
<PAGE>
            10.8   Voting Agreement dated December 28, 1995
                   by and between Building and Capital 
                   Construction Partners, L.P. and Colonial 
                   Commercial Corp.(2)
     
            10.9   Voting Agreement dated December 28, 1995 by 
                   and between Building and Capital Construction
                   Partners, L.P. and Odyssey Partners (2)
     
            10.10  Employment Agreement dated July 28, 1986 with 
                   Robert A. Parry.(1)(5) 
     
            10.11  Amending Agreement dated December 28, 1995 
                   with Robert A. Parry.(4)  
     
            10.12  Employment Agreement dated July 25, 1995 with 
                   L. William Rands.(4) 
     
            10.13  1996 Stock Option Plan.  (3)
     
            10.14  Employment Agreement dated June 2, 1996 with  
                   Ronald D. Davis. (5) *
     
            10.15  Real Estate Purchase Agreement dated December
                   27,1997 between the Company and Whitney         
                   Family Trust. * 
     
            11.1   Computation of earning (loss) per common 
                   share *
     
            21     Subsidiaries of Monroc, Inc. *
     
            23     Consent of Grant Thornton, LLP *

            27     Financial Data Schedule
     
         (1)    Incorporated by reference to the Company's
                Registration Statement on Form S-1
                (File No. 33-75172).
     
         (2)    Incorporated by reference to the Company's Current
                Report on Form 8-K filed December 28, 1995.
     
         (3)    Incorporated by reference to the Company's Proxy   
                Statement dated April 29, 1996.
     
         (4)    Incorporated by reference to the Company's Annual  
                Report on Form 10-K for the year ended December    
                31, 1995.
     
     
                                      25  
<PAGE>                                      
         (5)    Management contracts and compensatory plans and
                arrangements identified pursuant to Item 14(a)(3)
                of Form 10-K.
     
                *     Filed herewith
                                         
                                         








































                                      26
<PAGE>
                                   SIGNATURES
     
           Pursuant to the requirements of the Securities Exchange Act of
     1934, the Registrant has duly caused this report to be signed on its
     behalf by the undersigned thereunto duly authorized.
     
                                        Monroc, Inc.   
                  
     
      
     Date: March 27, 1997               By: /s/ Ronald D. Davis  
                                           -----------------------------
                                        Ronald D. Davis
                                        President and Chief Executive Officer
     
            Pursuant to the Securities Exchange Act of 1934, this report has
     been signed below by the following persons on behalf of the Registrant
     and in the capacities indicated, on the date set forth above.
     
          Signature                             Title
        -------------                        ------------
     
      /s/ Robert L. Miller              Chairman of the Board
     --------------------------------
     Robert L. Miller                                       
     
      /s/ Ronald D. Davis               President and Chief Executive Officer
     --------------------------------     
     Ronald D. Davis       Officer                          
         
      /s/ L. William Rands              Vice President - Finance,        
     --------------------------------   Treasurer and Secretary            
     L. William Rands                   (Principal Financial and         
                                        Accounting Officer)

      /s/ William T. Lightcap           Director 
     --------------------------------
     William T. Lightcap          
                                                           
      /s/ Jules Ross                    Director 
     --------------------------------     
     Jules Ross          
     
      /s/ Marc T. Scholvink             Director       
     --------------------------------     
     Marc T. Scholvinck          
     
      /s/ Delbert H. Tanner             Director                         
     --------------------------------     
     Delbert H. Tanner         

      /s/ Michael A. Kane               Director            
     --------------------------------
     Michael A. Kane
     
      /s/ James E. Dahl                 Director   
     --------------------------------     
     James E. Dahl          
               
                                      27
<PAGE>
                                
                                INDEX TO EXHIBITS
     
     
     
     Exhibit No.         Description                               Page
     
     
             3.1   Certificate of Incorporation(1)
     
             3.2   By Laws(1)
     
            10.1   Monroc, Inc. Employee Stock Ownership Plan, 
                   amended and restated as of April 1, 1987(1)
     
            10.2   1994 Stock Option Plan(1)
     
            10.3   Form of indemnity agreements
                   with directors(1)
     
            10.4   Amendment dated February 27, 1996 to the Loan       
                   and Security Agreement dated July 26, 1993                 
                   between the Company and CIT Group/Credit                   
                   Finance, Inc.(4)  
     
            10.5   Loan and Security Agreement dated July 26, 
                   1993 between the Company and CIT Group/Credit
                   Finance, Inc. (1)
     
            10.6   Stock Purchase Agreement dated July 26, 1995 
                   by and between Building and Capital
                   Construction Partners, L.P. and Monroc, 
                   Inc.(2)
                   
            10.7   Consulting Agreement dated December 28, 1995 
                   by and between Building and Capital 
                   Construction Partners, L.P. and Monroc, 
                   Inc.(2)(5)
     
            10.8   Voting Agreement dated December 28, 1995
                   by and between Building and Capital 
                   Construction Partners, L.P. and Colonial 
                   Commercial Corp.(2)
     
            10.9   Voting Agreement dated December 28, 1995 by 
                   and between Building and Capital Construction
                   Partners, L.P. and Odyssey Partners (2)
     
<PAGE>
            10.10  Employment Agreement dated July 28, 1986 with 
                   Robert A. Parry.(1)(5) 
     
            10.11  Amending Agreement dated December 28, 1995 
                   with Robert A. Parry.(4)  
     
            10.12  Employment Agreement dated July 25, 1995 with 
                   L. William Rands.(4) 
     
            10.13  1996 Stock Option Plan.  (3)
     
            10.14  Employment Agreement dated June 2, 1996 with  
                   Ronald D. Davis. (5) *
     
            10.15  Real Estate Purchase Agreement dated December
                   27,1997 between the Company and Whitney         
                   Family Trust. * 
     
            11.1   Computation of earning (loss) per common 
                   share *
     
            21     Subsidiaries of Monroc, Inc. *
     
            23     Consent of Grant Thornton, LLP *

            27     Financial Data Schedule
     
         (1)    Incorporated by reference to the Company's
                Registration Statement on Form S-1
                (File No. 33-75172).
     
         (2)    Incorporated by reference to the Company's Current
                Report on Form 8-K filed December 28, 1995.
     
         (3)    Incorporated by reference to the Company's Proxy   
                Statement dated April 29, 1996.
     
         (4)    Incorporated by reference to the Company's Annual  
                Report on Form 10-K for the year ended December    
                31, 1995.
     
         (5)    Management contracts and compensatory plans and
                arrangements identified pursuant to Item 14(a)(3)
                of Form 10-K.
     
                *     Filed herewith
                                         
<PAGE>
                              C O N T E N T S


                                                           Page


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS          F-1

CONSOLIDATED FINANCIAL STATEMENTS
  BALANCE SHEETS                                            F-2
  STATEMENTS OF OPERATIONS                                  F-4
  STATEMENTS OF STOCKHOLDERS' EQUITY                        F-5
  STATEMENTS OF CASH FLOWS                                  F-6
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                F-8









<PAGE>
                             REPORT OF INDEPENDENT
                         CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors
Monroc, Inc.


We have audited the accompanying consolidated balance sheets of Monroc,
Inc. and Subsidiary, as of December 31, 1996 and 1995, and the related
consolidated statements of operations, stockholders' equity, and cash flows
for each of the three years in the period ended December 31, 1996.  These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Monroc,
Inc. and Subsidiary, as of December 31, 1996 and 1995, and the consolidated
results of their operations and their consolidated cash flows for each of
the three years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles.

                                                  GRANT THORNTON LLP

Salt Lake City, Utah
February 11, 1997





                                      F-1
<PAGE>
                        Monroc, Inc. and Subsidiary

                        CONSOLIDATED BALANCE SHEETS

                                December 31,


                                   ASSETS


                                                      1996           1995
                                                 -------------  ------------
CURRENT ASSETS (Notes E and F)
  Cash and cash equivalents                       $  1,189,631  $  6,506,751
  Accounts receivable, net of allowance 
    for discounts and doubtful accounts 
    of $301,624 in 1996 and $296,647 in 
    1995 (Note B)                                   13,201,601     6,639,878
  Costs and estimated earnings in excess 
    of billings on uncompleted contracts 
    (Note B)                                           181,634       152,943
  Inventories (Note C)                               3,977,274     2,815,780
  Prepaid expenses                                   1,305,491     1,274,892
                                                 -------------  ------------
       Total current assets                         19,855,631    17,390,244



PROPERTY, PLANT AND EQUIPMENT, AT COST
  (Notes D, E, F, and P)                            27,310,062    24,625,327
    Less accumulated depreciation and 
      amortization                                  11,802,432    11,525,532
                                                 -------------  ------------
                                                    15,507,630    13,099,795


AGGREGATE DEPOSITS (Notes E, F and O)                2,477,154     2,454,654
  Less accumulated depletion                           337,595       230,385
                                                 -------------  ------------
                                                     2,139,559     2,224,269


LAND (Notes E and F)                                 2,352,155     1,510,072



OTHER ASSETS, at cost, less accumulated 
  amortization of $363,660 in 1996 and 
  $284,526 in 1995, (Notes E, and F)                   783,277     1,383,376
                                                 -------------  ------------
                                                  $ 40,638,252  $ 35,607,756
                                                 =============  ============



        The accompanying notes are an integral part of these statements.
                                      F-2
<PAGE>
                        Monroc, Inc. and Subsidiary

                        CONSOLIDATED BALANCE SHEETS

                                December 31,


                     LIABILITIES AND STOCKHOLDERS' EQUITY


                                                      1996          1995
                                                  ------------  ------------
CURRENT LIABILITIES
  Line of credit (Note E)                         $  5,354,688  $     86,519
  Current maturities of long-term 
    obligations (Notes E and F)                      1,131,289       802,765
  Trade accounts payable                             6,328,925     5,307,303
  Accrued liabilities (Note G)                       1,549,652     1,522,788
  Billings in excess of costs and 
    estimated earnings on uncompleted 
    contracts (Note B)                                 690,254       242,530
                                                  ------------  ------------
       Total current liabilities                    15,054,808     7,961,905

LONG-TERM OBLIGATIONS, less current
  maturities (Notes E and F)                         5,161,743     6,591,329

DEFERRED COMPENSATION (Note K)                         779,263       626,710

DEFERRED INCOME TAXES (Note H)                         971,855     1,189,550

COMMITMENTS AND CONTINGENCIES (Notes E,
  F, I, J, K, L and P)                                     -             -


STOCKHOLDERS' EQUITY (Notes L and M)
  Preferred stock, $0.01 par value; 1,000,000
    shares authorized; none issued                         -             -
  Common stock, $0.01 par value; 20,000,000
    shares authorized; issued and outstanding
    4,467,000 shares                                    44,670        44,670
  Capital in excess of par value                    24,481,864    24,481,864
  Accumulated deficit (Note I)                      (3,331,905)   (1,964,226)
                                                  ------------  ------------
                                                    21,194,629    22,562,308

  Less unpaid principal of Employee Stock 
    Ownership Plan note receivable (Note I)         (2,524,046)   (3,324,046)
                                                  ------------  ------------
                                                    18,670,583    19,238,262
                                                  ------------  ------------
                                                  $ 40,638,252  $ 35,607,756
                                                 =============  ============



        The accompanying notes are an integral part of these statements.
                                      F-3
<PAGE>
                           Monroc, Inc. and Subsidiary

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                             Year ended December 31,


                                           1996         1995         1994
                                       -----------  -----------  -----------
Net sales                              $70,401,396  $48,302,248  $41,156,276
                                       -----------  -----------  -----------
Costs and expenses
  Cost of sales                         63,045,372   40,206,797   35,736,218
  General and administrative expenses    5,941,017    4,783,696    3,459,596
  Contribution to ESOP (Note I)            800,000      800,000      800,000
  Restructuring charges (Note O)         1,500,000          -            -
                                       -----------  -----------  -----------
                                        71,286,389   45,790,493   39,995,814
                                       -----------  -----------  -----------
       Operating profit (loss)            (884,993)   2,511,755    1,160,462
                                       -----------  -----------  -----------
Other income (expense)
  Gain on sale of property, plant,
    equipment and land                      35,930      129,085       56,039
  Interest income                           73,811       34,222        9,373
  Interest expense                        (810,122)  (1,385,434)    (965,354)
                                       -----------  -----------  -----------
                                          (700,381)  (1,222,127)    (899,942)
                                       -----------  -----------  -----------
       Earnings (loss) before income
         taxes                          (1,585,374)   1,289,628      260,520

Income taxes (benefit) (Note H)           (217,695)     (66,023)     (23,062)
                                       -----------  -----------  -----------
       NET EARNINGS (LOSS)             $(1,367,679) $ 1,355,651 $    283,582
                                       ===========  =========== ============
Earnings (loss) per common share       $     (0.31) $      0.48 $       0.11
                                       ===========  =========== ============

Weighted average common shares
  outstanding                            4,467,000    2,835,063    2,611,521
                                       ===========  =========== ============










        The accompanying notes are an integral part of these statements.
                                      F-4
<PAGE>
                           Monroc, Inc. and Subsidiary

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                   Year ended December 31, 1996, 1995, and 1994
<TABLE>
<S>                            <C>       <C>      <C>         <C>          <C>
                                                                            Employee
                                                                              Stock
                                                   Capital in               Ownership
                                   Common stock     excess of  Accumulated  Plan note
                                 Shares    Amount   par value    deficit    receivable
                               --------- -------- ----------- -----------  -----------
Balance at January 1, 1994     2,217,000 $ 22,170 $13,427,884 $(3,603,459) $(4,924,046)

Common stock issued              600,000    6,000   2,294,235         -            -

Net earnings for the year            -        -           -       283,582          -

Reduction of ESOP note 
  receivable (Note I)                -        -           -           -        800,000
                               --------- -------- ----------- -----------  -----------
Balance at December 31, 1994   2,817,000   28,170  15,722,119  (3,319,877)  (4,124,046)

Common stock issued (Note L)   1,650,000   16,500   8,759,745         -            -

Net earnings for the year            -        -           -     1,355,651          -

Reduction of ESOP note 
  receivable (Note I)                -        -           -           -        800,000
                               --------- -------- ----------- -----------  -----------
Balance at December 31, 1995   4,467,000   44,670  24,481,864  (1,964,226)  (3,324,046)

Net loss for the year                -        -           -    (1,367,679)         -

Reduction of ESOP note 
  receivable (Notes I)               -        -           -           -        800,000
                               --------- -------- ----------- -----------  -----------
Balance at December 31, 1996   4,467,000 $ 44,670 $24,481,864 $(3,331,905) $(2,524,046)
                               ========= ======== =========== ===========  ===========




</TABLE>







        The accompanying notes are an integral part of these statements.
                                      F-5
<PAGE>
                           Monroc, Inc. and Subsidiary

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                             Year ended December 31,
<TABLE>
<S>                                         <C>          <C>          <C>
                                                1996        1995         1994
                                            -----------  -----------  -----------
Increase (decrease) in cash and cash 
  equivalents
  Cash flows from operating activities
    Net earnings (loss)                     $(1,367,679) $ 1,355,651  $   283,582
    Adjustments to reconcile net earnings 
      (loss) to net cash provided by (used 
      in) operating activities
        Depreciation and amortization of 
          property, plant and equipment       2,376,609    2,384,383    1,837,125
        Provision for contribution to ESOP 
          and repayment of ESOP note 
          receivable                            800,000      800,000      800,000
        Amortization of other assets             81,886       82,153       55,558
        Provision for discounts and 
          doubtful accounts                     536,863      532,764      603,851
        Depletion of aggregate deposits         107,210       60,776       43,607
        Gain on sale of property, plant, 
          equipment, and land                   (35,197)    (129,085)     (56,039)
        Deferred compensation                    18,779       92,441       77,291
        Deferred income taxes                  (217,695)    (106,887)   1,296,437
        Restructuring charges                 1,500,000          -            -
        Changes in assets and liabilities
          Accounts receivable                (7,098,586)  (2,597,383)    (460,893)
          Costs and estimated earnings in 
            excess ofbillings on 
            uncompleted contracts               (28,691)       5,943      (49,114)
          Inventories                        (1,161,494)    (846,865)      39,459
          Prepaid expenses                     (215,599)    (693,941)     226,550
          Other assets                          518,213     (158,710)    (128,102)
          Trade accounts payable              1,021,622    2,280,071   (1,263,905)
          Accrued liabilities                    26,864      365,864     (213,584)
          Billings in excess of costs and 
            estimated earnings on 
            uncompleted contracts               447,724       84,325        2,759
                                            -----------  -----------  -----------
               Net cash provided by 
                 (used in) operating 
                 activities                  (2,689,171)   3,511,500    3,094,582
                                            -----------  -----------  -----------
  Cash flows from investing activities
    Additions to property, plant and 
      equipment                              (4,502,562)  (1,996,270)  (3,227,258)
    Additions to aggregate deposits             (22,500)         -       (350,000)
    Addition to land                           (842,083)     (40,278)    (145,000)
    Proceeds from sale of property, plant, 
      equipment, and land                       329,323      390,572      144,588
    Acquisition of businesses                       -            -     (5,100,000)
                                            -----------  -----------  -----------
               Net cash used in 
                 investing activities        (5,037,822)  (1,645,976)  (8,677,670)
                                            -----------  -----------  -----------
</TABLE>



                                  (Continued)
                                      F-6
<PAGE>
                           Monroc, Inc. and Subsidiary

              CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                            Year ended December 31,
<TABLE>
<S>                                         <C>          <C>          <C>
                                                1996        1995         1994
                                            -----------  -----------  -----------

  Cash flows from financing activities
    Net increase (decrease) in line of 
      credit                                  5,268,170     (787,846)     140,608
    Principal payments on long-term 
      obligations                            (3,626,970)  (4,287,363)  (1,703,909)
    Issuance of long-term obligations           768,673      457,110    4,850,253
    Issuance of common stock                        -      8,776,245    2,300,235
                                            -----------  -----------  -----------
               Net cash provided by
                 financing activities         2,409,873    4,158,146    5,587,187
                                            -----------  -----------  -----------
  Net increase (decrease) in cash and 
    cash equivalents                         (5,317,120)   6,023,670        4,099

  Cash and cash equivalents at 
    beginning of year                         6,506,751      483,081      478,982
                                            -----------  -----------  -----------
  Cash and cash equivalents at end 
    of year                                 $ 1,189,631  $ 6,506,751  $   483,081
                                            ===========  ===========  ===========

Supplemental disclosures of cash flow information

  Cash paid during the year for
    Interest                                $   907,054  $ 1,468,677  $ 1,009,245
    Income taxes                                 32,410          960       17,083


Acquisition of businesses

  Amount paid                               $       -    $       -    $ 5,100,000
  Assets acquired
    Inventory                                       -            -         83,962
    Property, plant, equipment, 
      and land                                      -            -      4,500,000
                                            -----------  -----------  -----------
                                                    -            -      4,583,962
                                            -----------  -----------  -----------
  Amounts paid in excess of 
    assets acquired (goodwill)              $       -    $       -    $   516,038
                                            ===========  ===========  ===========

Noncash investing and financing activities

  The Company acquired equipment under capital lease obligations totaling
  $1,424,000 in 1996 ($19,060 and $584,215 in 1995 and 1994, respectively).




</TABLE>

        The accompanying notes are an integral part of these statements.
                                      F-7
<PAGE>
                         Monroc, Inc. and Subsididary

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   A summary of the significant accounting policies consistently applied
   in the preparation of the accompanying consolidated financial
   statements follows.

   1. Business activity
   Monroc, Inc. and Subsidiary (the Company), operates in one industry
   segment, the production and sale of sand and gravel products, ready-mix
   concrete, prestress/precast concrete products and accessories for the
   building and construction industry, principally in Utah, Idaho, and
   Wyoming.

   2. Principles of consolidation
   The consolidated financial statements include the accounts of the
   Company and its wholly-owned subsidiary, Big Horn Redi-Mix, Inc. (Big
   Horn).  Effective December 1995, the Company merged Cody Concrete, Inc.
   (Cody Concrete), and Powell Ready Mix, Inc. (Powell Ready Mix) with and
   into Big Horn with Big Horn as the surviving corporation. All
   significant intercompany accounts and transactions have been eliminated
   in consolidation.

   3. Inventories
   Inventories are stated at the lower of cost or market.  Cost is
   determined using the first-in, first-out (FIFO) method, except for sand
   and gravel which uses the lower of average cost or market.

   4. Property, plant and equipment and aggregate deposits
   Property, plant and equipment are stated at cost.  Depreciation and
   amortization are provided for in amounts sufficient to relate the cost
   of depreciable assets to operations over their estimated service lives.
   Leased property under capital leases is amortized over the lives of the
   respective leases or over the service lives of the assets for those
   leases which substantially transfer ownership.  The straight-line
   method of depreciation is followed for financial reporting purposes;
   however, straight-line and accelerated methods are used for tax
   purposes.  Depletion on aggregate deposits is calculated on a units-of-
   production basis.  The estimated lives used in determining depreciation
   and amortization are:
                                                 Years
         Mobile equipment                        5-12
         Plant equipment                         5-12
         Administrative equipment and buildings  5-50

   5. Other assets

   Other assets include miscellaneous amortizable assets including
   financing commitment fees, which fees are being amortized on the
   interest method over the term of the notes payable to banks.  Other
   assets also includes goodwill which is being amortized on the straight-
   line method over 20 years.  The Company evaluates its goodwill annually
   to determine potential impairment by comparing the carrying value to
   the undiscounted estimated expected future cash flows of the related
   asset.

                                      F-8
<PAGE>
                         Monroc, Inc. and Subsididary

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

   6. Revenue recognition

   Revenues on contracts which are primarily for prestress/precast
   concrete products are recognized on the percentage-of-completion
   method.  The percentage-of-completion is determined on the units-of-
   production basis.  Under this method, revenues, costs, and estimated
   profits are recognized as individual units are completed.  The amounts
   included in the accompanying balance sheets as "costs and estimated
   earnings in excess of billings on uncompleted contracts" represent
   revenues recognized in excess of amounts billed (underbillings) and
   "billings in excess of costs and estimated earnings on uncompleted
   contracts" represent billings in excess of revenues recognized
   (overbillings).

   During 1996, the Company recognized revenue of approximately
   $15,600,000 on a significant project which is scheduled to be completed
   during 1997.  No single project with revenues recognized in excess of
   10% of total consolidated revenues existed during 1995.

   Contract costs include all direct labor and benefits, materials unique
   to or installed in the project, and indirect cost allocations,
   including employee benefits and construction equipment expense.  As
   long-term contracts extend over one or more years, revisions in cost
   and earnings estimates during the course of the work are reflected in
   the accounting period in which the facts which require the revision
   become known.  At the time a loss on a contract becomes known, the
   entire amount of the estimated ultimate loss is recognized in the
   financial statements.

   Costs attributable to contract claims or disputes are carried in the
   accompanying balance sheets only when realization is probable.  The
   amounts are recorded at the lesser of actual costs incurred or the
   amount expected to be realized.

   Revenues on all other products are recognized when the product is
   shipped.

   7. Income taxes

   The Company utilizes the liability method of accounting for income
   taxes.  Under the liability method, deferred tax assets and liabilities
   are determined based on the difference between the financial statement
   and tax bases of assets and liabilities and are measured using enacted
   tax rates and laws that will be in effect when the differences are
   expected to reverse.  An allowance against deferred tax assets is
   recorded when it is more likely than not that such tax benefits will
   not be realized.

   8. ESOP Accounting

   As described in Note I, the Company established an Employee Stock
   Ownership Plan (ESOP) in 1986 to facilitate the acquisition of assets
   from a predecessor company.  In conjunction with the acquisition, the
   Company loaned the ESOP $10 million, which the ESOP used to finance the
   acquisition of its interest in the Company.  Generally accepted
   accounting principles require that the note receivable from the ESOP be
   included in the balance sheet as a reduction of stockholders' equity.

                                      F-9
<PAGE>
                         Monroc, Inc. and Subsididary

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

   8. ESOP Accounting - continued

   The ESOP allocates the shares issued to the ESOP in 1986 to the
   participants of the ESOP as described below.  The Company makes
   contributions to the ESOP which allow the ESOP to make the debt
   payments back to the Company on the note receivable from the ESOP.
   ESOP contributions by the Company are expensed and charged against
   income for accounting purposes and are deductible for income tax
   purposes.  Shares allocable to participants for a given year are
   determined based on the ratio of the current year's ESOP debt service
   payments (principal and interest) on the original note from the Company
   as compared to the total remaining required debt service on that loan.
   The contribution to the ESOP is a noncash expense of the Company
   because the contributions are paid back to the Company and reduce the
   note receivable from the ESOP.  Consequently, no cash is consumed as a
   result of the contributions.  Furthermore, since the note receivable
   from the ESOP is reduced by contributions, total stockholders' equity
   is not affected by the contributions to the ESOP.

   9. Cash equivalents

   For financial statement purposes, the Company considers all highly
   liquid debt instruments purchased with an original maturity of three
   months or less to be cash equivalents.

   10.   Concentration of credit risk

   A significant portion of the Company's sales are to customers whose
   activities are related to the building and construction industry.
   These customers reside primarily in the intermountain west.  The
   Company generally extends credit to these customers and, therefore,
   collection of receivables is affected by the economy of the building
   and construction industry.  However, the Company closely monitors
   extensions of credit.
   
   The Company maintains cash and money market balances at several
   financial institutions in the intermountain west.  Accounts at each
   institution are insured up to $100,000 by the Federal Deposit Insurance
   Corporation.  Uninsured balances aggregate to approximately $860,000 at
   December 31, 1996.

   11. Earnings (loss) per share

   Earnings (loss) per common and common equivalent share are computed by
   dividing net earnings (loss) by the weighted average common shares
   outstanding during each year.  Common stock equivalents are
   antidilutive in the loss year and are not included in the weighted
   average common shares outstanding.







                                      F-10
<PAGE>
                         Monroc, Inc. and Subsididary

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

   12.   Estimates and assumptions

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

   13.   Fair value of financial instruments

   The carrying value of the Company's cash, and short-term trade
   receivables and payables approximate their fair values.


NOTE B - CONTRACTS IN PROCESS

   Costs incurred to date, estimated earnings, and the related progress
   billings are as follows:

                                                      1996        1995
                                                 -----------  ----------
      Costs incurred to date                     $20,418,275  $2,622,137
      Estimated earnings                           1,303,930     568,171
                                                 -----------  ----------
      Revenue recognized                          21,722,205   3,190,308

      Less billings to date                       22,230,825   3,279,895
                                                 -----------  ----------
                                                 $  (508,620) $  (89,587)
                                                 ===========  ==========
   The above are included in the accompanying balance sheets under the
   following captions:

                                                      1996        1995
                                                 -----------  ----------      
      Costs and estimated earnings in excess 
        of billings on uncompleted contracts     $   181,634  $  152,943

      Billings in excess of costs and estimated 
        earnings on uncompleted contracts           (690,254)   (242,530)
                                                 -----------  ----------      
                                                 $  (508,620) $  (89,587)
                                                 ===========  ==========

   Retainage on uncompleted contracts amounted to $869,884 and $172,616 at
   December 31, 1996 and 1995, respectively.  All accounts receivable,
   including retainage, under contracts in process are expected to be
   collected within one year.

                                      F-11
<PAGE>                                      
                         Monroc, Inc. and Subsididary

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE C - INVENTORIES

   Inventories are summarized as follows:
                                                      1996        1995
                                                 -----------  ----------      
      Raw materials                               $  605,182  $  431,290
      Resale and admixture products                  409,836     377,848
      Supplies                                       142,710     260,182
      Sand and gravel                              2,819,546   1,746,460
                                                 -----------  ----------      
                                                  $3,977,274  $2,815,780
                                                 ===========  ==========

NOTE D - PROPERTY, PLANT AND EQUIPMENT

   Property, plant and equipment are summarized as follows:
                                                      1996        1995
                                                 -----------  ----------      
      Mobile equipment                           $14,639,448 $14,112,455
      Plant equipment                             10,555,358   9,213,950
      Administrative equipment
        and buildings                                870,391     812,144
      Construction in progress                     1,244,865     486,778
                                                 -----------  ----------      
                                                 $27,310,062 $24,625,327
                                                 =========== ===========

   Included above is $2,107,266 and $606,920 in 1996 and 1995,
   respectively, of equipment under capital leases.  The related
   accumulated amortization is $520,627 and $152,781 at 1996 and 1995,
   respectively.


NOTE E - LINE OF CREDIT

   At December 31, 1996 and 1995, the Company has a line of credit with a
   financing company, bearing interest at prime plus 0.75% (9% and 11% at
   December 31, 1996 and 1995, respectively), payable monthly.  The
   Company had drawn $5,354,688  and $86,519 at December 31, 1996 and
   1995, respectively.  Advances on the line of credit are limited to 85%
   of qualified accounts receivable up to a maximum of $15,000,000 minus
   the balances on the other notes payable to this financing company. The
   line of credit is cross-collateralized with the $2,000,000 notes
   payable (Note F) through a security interest on all the Company's
   personal and real property.  The agreement also requires the Company
   pay a monthly fee at the rate of 0.5% per annum of the unused credit 
   line of $15,000,000. The line of credit agreement expires in February 
   2002.



                                      F-12
<PAGE>
                         Monroc, Inc. and Subsididary

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE E - LINE OF CREDIT - CONTINUED

   The Company borrows on the line to pay for all operating costs, debt
   service, and other costs.  The Company deposits all daily cash
   collections from accounts receivable and other sources against the line
   to minimize amounts outstanding on the line.  Total borrowings and
   repayments under this line of credit are as follows:

                                        1996         1995       1994
                                   ----------- ----------- -----------
   Total borrowings                $69,073,268 $47,901,811 $45,751,871
   Total repayments                 63,805,098  48,689,657  45,611,263
                                   ----------- ----------- -----------
   Net increase (decrease)         $ 5,268,170 $  (787,846)$   140,608
                                   =========== =========== ===========
<TABLE>
<S>                                                            <C>         <C>
NOTE F - LONG-TERM OBLIGATIONS

   Long-term obligations consist of the following:
                                                                   1996        1995
                                                               ---------- -----------
   Variable interest rate notes payable to entities owned
     or controlled by stockholders at prime (8.25% at
     December 31, 1996); principal due in eight monthly
     installments per year; interest payments are due
     monthly; not collateralized;  subordinated to the
     line of credit (Note E) and notes payable to a financing
     company.                                                  $  837,500  $1,107,500

   Variable interest rate notes payable to a financing
     company at prime plus .75% (9% at December 31,
     1996) principal payments due monthly from April
     through December and to be paid in full no later than
     August 15, 2000; cross-collateralized with the line of
     credit (Note E) through a security interest on all the
     Company's personal and real property.  The agreements
     require, among other things, that the Company maintain
     minimum levels of working capital and net worth and
     prohibits the payment of dividends.  The agreement also
     requires the Company pay a fee of 0.5% per annum of
     the unused credit line of $15,000,000.                     2,000,000   4,000,000

   Variable interest rate notes payable to individuals at prime
     plus 2% (10.25% at December 31, 1996); principal
     payments due in equal monthly installments of $28,306
     through September 1999; collateralized by land,
     buildings, and inventory.                                    598,142     770,866

   6.0% to 16.6% notes and capital leases payable in monthly
     installments of principal plus interest, collateralized
     by equipment and land.                                     2,857,390   1,515,728
                                                               ---------- -----------

                                                                6,293,032   7,394,094
     Less current maturities                                    1,131,289     802,765
                                                               ---------- -----------
                                                               $5,161,743  $6,591,329
                                                               ==========  ==========
</TABLE>                                     
                                     F-13
<PAGE>
                         Monroc, Inc. and Subsididary

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE F - LONG-TERM OBLIGATIONS - CONTINUED

   The following is a schedule of maturities of long-term debt obligations
   at December 31, 1996:
          Year ending
          December 31,
            1997                          $   797,944
            1998                              801,804
            1999                              724,373
            2000                              353,268
            2001                               29,004
          Thereafter                        2,000,000
                                          -----------
                                          $ 4,706,393
                                          ===========
   Because the Company's long-term debt has variable interest rates
   directly related to the prime rate, the carrying value of these
   instruments approximates the fair value.

   The following is a schedule of capital lease obligations at December
   31, 1996:
          Year ending
          December 31,
            1997                         $    462,769
            1998                              431,187
            1999                              367,619
            2000                              327,028
            2001                              356,721
         Thereafter                                -
                                          -----------
         Total minimum lease payments       1,945,324
         Less amount representing interest    358,685
                                          -----------         
         Present value of minimum lease 
           payments                         1,586,639
         Less current maturities              333,345
                                          -----------         
         Long-term maturities              $1,253,294
                                          ===========

   The Company has entered into several operating leases on certain
   equipment expiring through 2002.  Lease expense for the years ended
   December 31, 1996, 1995, 1994, was $1,492,798, $687,462, and $327,912,
   respectively.  The following is a schedule of future minimum lease
   payments on the Company's operating leases at December 31, 1996:

          Year ending
          December 31,
            1997                         $  2,888,568
            1998                            2,804,618
            1999                            2,263,429
            2000                            1,892,427
            2001                            1,429,880
          Thereafter                          841,044
                                         ------------
                                         $ 12,119,966
                                         ============
                                      F-14
<PAGE>
                         Monroc, Inc. and Subsididary

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE F - LONG-TERM OBLIGATIONS - CONTINUED

   Not included in the above schedule are production royalties which the
   Company has agreed to pay on aggregate deposits mined on leased
   property.  The payments are based on a progressive scale ranging from
   $0.25 per ton in 1997 to $0.31 per ton in 2000.

NOTE G - ACCRUED LIABILITIES

   Accrued liabilities consist of the following:
                                                1996          1995
                                          ----------- -----------
      Deferred restructuring costs        $   192,127 $       -
      Vacation payable                        389,215     324,998
      Accrued payroll taxes                   241,660     212,222
      Workmens compensation payable           115,043      31,957
      Property taxes payable                   91,569     101,163
      Sales and use tax payable               198,893     223,310
      Accrued income tax payable                   -       40,864
      Interest payable                         14,372     111,304
      Other accrued liabilities               306,773     476,970
                                          ----------- -----------
                                          $ 1,549,652 $ 1,522,788
                                          =========== ===========

NOTE H - INCOME TAXES
   Income taxes (benefit) consist of the following:
                                    1996         1995        1994
                                ---------  -----------  ----------
      Current-Federal           $     -    $    40,864  $    8,123
      Deferred-Federal           (217,695)    (106,887)    (31,185)
                                ---------  -----------  ----------
                                $(217,695) $   (66,023) $  (23,062)
                                =========  ===========  ==========

   The components of the Company's deferred tax assets and liabilities are
   as follows:
                                               1996       1995
                                          ----------- -----------
      Deferred tax assets (liabilities)
        Net operating loss carryforward   $ 1,914,893 $ 1,911,900
        Deferred compensation                 243,356     219,348
        Allowance for doubtful accounts       102,790     103,826
        Accrued expenses                      258,536     115,849
        Inventory cost capitalization          74,266      76,477
        Other                                  10,955       6,284
        Excess of tax depreciation and
          amortization                    (1,096,580)  (1,175,118)
        Difference in assigned values 
          and tax basis in purchase of 
          subsidiaries                      (971,855)  (1,189,550)
      Valuation allowance                 (1,508,216)  (1,258,566)
                                          -----------------------
      Net deferred tax liability          $ (971,855) $(1,189,550)
                                          =======================
                                      F-15
<PAGE>
                         Monroc, Inc. and Subsididary

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE H - INCOME TAXES - CONTINUED

   There were no deferred tax assets or income tax benefits recorded in
   the financial statements for net deductible temporary differences or
   net operating loss carryforwards due to the fact that the likelihood of
   realization of the related tax benefits cannot be established.  A
   deferred tax liability was recognized upon the purchase of three
   subsidiary corporations during 1994.  The initial deferred liability
   was calculated on the differences between the assigned values and tax
   bases of the assets and liabilities acquired in the purchase.

   At December 31, 1996, the Company had net operating loss carryforwards
   for tax reporting purposes of approximately $5,850,000, which expire
   through the year 2011.  The net operating loss carryforwards are
   subject to limitation in any given year upon the occurrence of certain
   events, including significant changes in ownership.

   Reconciliation of income taxes computed at the federal statutory rate
   and income tax expense (benefit) are as follows:

                                           1996        1995         1994
                                        ---------  --------   ---------
      Income taxes (benefit) 
        computed at the Federal 
        statutory rate                  $(554,881) $ 451,370  $  91,181
      Net operating loss (utilized) 
        generated                         402,108   (524,941)  (113,099)
      Percentage depletion                (89,693)   (51,098)   (18,211)
      Alternative minimum tax                 -       40,864      5,323
      Nondeductible expenses               32,804     21,417     12,573
      All other, net                       (8,033)    (3,635)      (829)
                                        ---------  ---------  ---------
      Income taxes (benefit)            $(217,695) $ (66,023) $ (23,062)
                                        =========  =========  =========

NOTE I - EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)

   The Company has an ESOP covering substantially all full-time employees
   who have at least one year of service.  Under the terms of the ESOP,
   the Company contributes amounts as determined by the Board of
   Directors, except as discussed below.  Shares of stock allocated for a
   given year are further allocated to individual participants based on
   the ratio of the participants' annual compensation to total
   compensation for all participants.  Shares allocated to participants
   vest over six years.

   In 1986, the ESOP purchased 1,606,796 shares of the Company's common
   stock representing a 68% interest, in exchange for a $10,000,000
   promissory note.  The interest rate and payment terms of the note
   receivable were identical to those of the Company's notes payable to
   banks, which were paid in full during 1993.  The balance on the note
   receivable from ESOP was $2,524,046 and $3,324,046 at December 31, 1996
   and 1995, respectively.


                                      F-16  
<PAGE>                                      
                         Monroc, Inc. and Subsididary

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE I - EMPLOYEE STOCK OWNERSHIP PLAN (ESOP) - CONTINUED

   The principal reductions on the ESOP note are $800,000 for each of the
   years ended December 31, 1996, 1995, and 1994, and are shown as
   contributions to the ESOP.  The accumulated deficit at December 31,
   1996, includes $7,475,954 of contributions since 1986 to the ESOP,
   which have been used to reduce principal on the ESOP note.


NOTE J - RETIREMENT PLANS

   The Company makes payments to a defined contribution pension plan
   (Plan) covering most full-time nonbargaining employees who have
   completed at least one full year of service with the Company based on a
   percentage of the employee's salary.  Payments are made to the Plan as
   they accrue.  The contributions for the years ended December 31, 1996,
   1995, and 1994, were $480,757, $344,968 and $288,443 respectively.
   There are also certain bargaining employees who are covered under this
   Plan.  The Company has no liability under the Plan beyond the amounts
   contributed.  The Company also makes payments to various bargaining
   union trust funds, as negotiated under union contracts.  The
   contributions for the years ended December 31, 1996, 1995, and 1994,
   were, $334,364, $220,791, and $181,282 respectively.


NOTE K - COMMITMENTS AND CONTINGENCIES

   1. Deferred compensation and employment agreements

   In May 1996, the Company amended the employment agreement with its
   former president and chief executive officer (president).  The amended
   agreement stipulates that the Company will no longer accrue amounts
   towards the former president's deferred compensation effective May 22,
   1996.  In addition, the amount accrued in the former president's
   deferred compensation account will continue to earn interest at 1%
   below the prime interest rate (7.25% at December 31, 1996).  The total
   accrued amount plus interest will be paid over a period equal to one
   and one-fourth times the length of Company service of the president as
   follows:

          Year ending
         December 31,
            1997                          $       -
            1998                               32,717
            1999                               78,519
            2000                               78,519
            2001                               78,519
          Thereafter                        1,105,823
                                          -----------
                                          $ 1,374,097
                                          ===========

   Deferred compensation of $779,263 and $626,710 was accrued in this
   account as of December 31, 1996 and 1995, respectively.

                                      F-17
<PAGE>
                         Monroc, Inc. and Subsididary

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE K - COMMITMENTS AND CONTINGENCIES - CONTINUED
   
   1. Deferred compensation and employment agreements - continued
   
   The Company has entered into employment agreements with certain
   officers.  These agreements provide for annual compensation through
   July 1998 as determined by the Board of Directors.  The board of
   directors has approved annual compensation of $312,000 for these
   officers as of December 31, 1996.
   
   2. Environmental matters

   The Company is currently the owner of certain property located in
   Murray, Utah, which contains lead slag deposited by the former owner.
   The slag contains certain heavy metals including lead and arsenic which
   may have leached from the slag into the environment.  This and
   adjoining properties have been proposed by the Environmental Protection
   Agency (EPA) for listing on the National Priorities List for cleanup of
   the lead slag, and potential groundwater contamination.  Although the
   Company did not generate the slag material, under the Comprehensive
   Environmental Response, Compensation and Liability Act, the current
   owner of a property may be liable for clean-up costs.  In such case,
   the Company would have a claim against the former owner for its
   respective share of these costs.  The Company has not been designated a
   Potentially Responsible Party by the EPA with respect to cleanup of any
   waste at this site.

   The Company has been participating in a study group with the EPA, the
   former owner, Murray City and the other current landowners to develop a
   plan that would result in the remediation of the problems described
   above.  An agreement in principal has been reached among all parties,
   and upon executing of a formal understanding, the EPA will begin the
   process of preparing a consent agreement in 1997.  Cleanup will take
   several years to accomplish and involves a combination of offsite
   disposal, redevelopment of the area including new road construction,
   and on site treatment.  Development of the land for commercial purposes
   will be possible at the end of the process.  The remediation plan calls
   for the dedication of a certain amount of the Company's property for
   the extension of a roadway in Murray City.  Until approval of a consent
   agreement, it is difficult to estimate the possible financial impact to
   the Company, if any.

   Prior to learning of the potential presence of lead in the slag from
   this site, the Company sold some of the slag for use in road base and
   railroad fill.  The Company may be liable for cleanup costs if it is
   determined that the lead from this slag poses an environmental hazard
   to drinking water.  The Company has not received any notice of
   government or private action on this matter.  The potential cost to the
   Company, if any, is not ascertainable at the present time.  The
   Company's management believes that there are economically reasonable
   methods of containing the slag should this become necessary.



                                      F-18
<PAGE>
                         Monroc, Inc. and Subsididary

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE K - COMMITMENTS AND CONTINGENCIES - CONTINUED

   3. Other

   The Company is engaged in various lawsuits as plaintiff or defendant
   arising in the normal course of business.  In the opinion of
   management, based upon advice of counsel, the ultimate outcome of these
   lawsuits will not have a material impact on the Company's financial
   statements.


NOTE L - CAPITAL STOCK

   On December 28, 1995 the Company issued 1,650,000 shares of common
   stock in a private placement to a single purchaser at $5.50 per share.
   Net proceeds of $8,776,245 after issuance costs of $298,755 were
   received.  The Company also entered into an agreement with the
   purchaser wherein the purchaser will receive $200,000 per year, payable
   in quarterly installments, for consulting services so long as the
   purchaser's nominees constitute a majority of the members of the board
   of directors.
   
   On May 5, 1994, the Company completed an initial public offering of
   600,000 shares of common stock at $5 per share.  Net proceeds of
   $2,300,235 after offering costs of $699,765 were received.  The
   Company's common stock is now listed on the NASDAQ National Market
   System.


NOTE M - STOCK OPTIONS AND WARRANTS

   Effective January 20, 1994, the Company adopted a stock option plan
   which provides for the granting of stock options to purchase up to
   200,000 shares of common stock, subject to adjustment under certain
   circumstances.  As of December 31, 1996, the Company had granted stock
   options under the Company's 1994 stock option plan to various officers,
   directors and employees of the Company covering the aggregate amount of
   167,600 shares of common stock.

   On May 22, 1996, the stockholders approved the Company's 1996 stock
   option plan which provides for the granting of stock options to
   purchase up to 300,000 shares of common stock.  As of December 31,
   1996, the Company had granted stock options under the 1996 stock option
   plan covering 200,000 shares of common stock.  Of these, 40,000 options
   vested immediately.  The remaining 160,000 options vest at 40,000
   annually through July 2000.

   On December 28, 1995, in connection with the issuance of 1,650,000
   shares of common stock (Note L), the Company issued a warrant to a
   single purchaser to purchase 1,500,000 shares of common stock at an
   exercise price of $6.25 per share.  The warrant vested immediately and
   expires in December 2000.  As of December 31, 1996, none of the
   warrants have been exercised.

   
   
                                      F-19     
<PAGE>   
                         Monroc, Inc. and Subsididary

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE M - STOCK OPTIONS AND WARRANTS - CONTINUED
   
   During 1996 the Company adopted only the disclosure provisions of
   Financial Accounting Standard No. 123, "Accounting for Stock-Based
   Compensation" (FAS 123).  Therefore, the Company accounts for stock
   based compensation under APB Opinion No. 25, "Accounting for Stock
   Issued to Employees," and related Interpretations under which no
   compensation cost has been recognized.  If the Company had elected to
   recognize compensation expense based upon the fair value at the grant
   date for awards under these plans consistent with the methodology
   prescribed by FAS 123, the Company's net earnings (loss) and earnings
   (loss) per share would be reduced to the pro forma amounts indicated
   below:
   
                                                1996          1995
   
   Net earnings (loss)
    As reported                            $(1,367,679)  $ 1,355,651
    Pro forma                               (1,565,723)    1,329,402
   
   Earnings (loss) per common share
    As reported                            $     (0.31)  $      0.48
    Pro forma                                    (0.35)         0.47
   
   These pro forma amounts may not be representative of future disclosures
   because they do not take into effect pro forma compensation costs
   related to grants made before 1995.  The fair value of these options
   was estimated at the date of grant using the modified Black-Scholes
   American option-pricing model with the following weighted-average
   assumptions for 1996 and 1995: expected volatility of 61%, risk-free
   interest rate of 6%, and expected life of 3.6 years for both periods.
   The weighted average fair value of options granted during 1996 and 1995
   was $3.07 and $2.11, respectively.
   
   Option pricing models require the input of highly subjective
   assumptions including the expected stock price volatility.  Also, the
   Company's employee stock options have characteristics significantly
   different from those of traded options, and changes in the subjective
   input assumptions can materially affect the fair value estimate.
   Management believes the best input assumptions available were used to
   value the options and the resulting option values are reasonable.












                                      F-20
<PAGE>
                         Monroc, Inc. and Subsididary

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE M - STOCK OPTIONS AND WARRANTS - CONTINUED
   
   Information with respect to the Company's stock option plans at
   December 31, 1996, and changes for the three years then ended, is as
   follows:

                                                   Exercise   Weighted-Average
                                    Stock options    price     exercise price
   
   Outstanding at January 1, 1994        -        $    -         $     -
   
    Granted                          136,500            5.00           5.00
                                     -------
   Outstanding at December 31, 1994  136,500            5.00           5.00
   
    Granted                           20,100            5.00           5.00
                                     -------
   Outstanding at December 31, 1995  156,600            5.00           5.00
   
    Granted                          217,700       5.00-8.75           6.61
    Canceled                           6,700       5.00-8.75           5.00
                                     -------  
   Outstanding at December 31, 1996  367,600       5.00-8.75           5.95
                                     =======      ----------     ----------
   Exercisable at December 31, 1996  207,600      $5.00-5.38     $     5.01
                                     =======      ==========     ==========

   Additional information about stock options outstanding and exercisable
   at December 31, 1996, is summarized as follows:

                                Options Outstanding

                                         Weighted-                     
                                          average       
       Range of           Number          remaining     Weighted-average
    exercise-prices    outstanding   contractual life    exercise-price
    ---------------    -----------   ----------------   ----------------
       $5.00-5.75       247,600          3.1 years           $5.13 
        6.60             40,000          4.5 years            6.60
        7.60             40,000          4.5 years            7.60
        8.75             40,000          4.5 years            8.75
                        -------
                        367,600                
                        =======

                                Options Exercisable                      

       Range of                           Number        Weighted-average
    exercise-prices                     exercisable     exercise price
    ---------------                     -----------     ----------------

       $5.00-5.38                         207,600            $5.01   
                                        







                                      F-21
<PAGE>

                         Monroc, Inc. and Subsididary

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE N - QUARTERLY FINANCIAL RESULTS (UNAUDITED)      

 Quarterly financial results for the year ended December 31, 1996, 1995 and 
 1994 are as follows:                       

                                                                   Earnings 
                                         Operating    Net earnings (loss) per
                         Net sales      profit (loss)    (loss)    common share
1996                    -----------    -----------   ------------  ------------
First quarter           $ 9,204,260    $  (916,431)  $ (1,040,688)  $ (0.23)
Second quarter           19,416,157        888,028        771,339      0.17
Third quarter            22,245,881       (458,711)      (656,845)    (0.15)
Fourth quarter           19,535,098       (397,879)      (441,485)    (0.10)
                        -----------    -----------   ------------   --------
                        $70,401,396    $  (884,993)  $ (1,367,679)  $  (0.31)
                        ===========    ===========   ============   ========
1995                                            
First quarter           $ 7,132,047    $  (341,526)   $   (665,505) $  (0.24)
Second quarter           12,500,024      1,269,853         911,321      0.32
Third quarter            14,876,696      1,493,652       1,199,899      0.43
Fourth quarter           13,793,481         89,776         (90,064)    (0.03)
                        -----------    -----------   ------------   --------
                        $48,302,248    $ 2,511,755    $  1,355,651  $   0.48 
                        ===========    ===========   ============   ========
1994                                            
First quarter            $7,049,432    $  (472,285)   $   (640,384) $  (0.29)
Second quarter           12,098,029      1,070,602         856,183      0.33
Third quarter            11,712,854        594,510         404,263      0.14
Fourth quarter           10,295,961        (32,365)       (336,480)    (0.07)
                        -----------    -----------   ------------   --------
                        $41,156,276    $ 1,160,462    $    283,582  $   0.11 
                        ===========    ===========   ============   ========

NOTE O - RESTRUCTURING CHARGES AND PLANT CLOSING

  A change in control of the Company occurred in December 1995.  The
  Company's management has restructured the operations so that the Company
  can be more responsive to the needs of the marketplace and improve
  operating efficiencies.  Due to these changes, the Company incurred
  certain restructuring charges totaling $1,500,000 ($0.34 per share)
  during 1996.  These one time restructuring charges included: (i) the
  write-off of certain facilities and equipment obsoleted by new operating
  strategies ($715,000); (ii) the closure of undersized and unprofitable
  operations in Utah and Wyoming ($351,000); (iii) the payout remaining on
  the Company's two-year employment agreement with its former president
  and chief executive officer ($333,000); and (iv) costs associated with
  restructuring management $(101,000).

                                      F-22
<PAGE>
                         Monroc, Inc. and Subsididary

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE O - RESTRUCTURING CHARGES AND PLANT CLOSING - CONTINUED
  
  Also during 1996, the Company closed a plant and spent approximately
  $840,000 to prepare the land for commercial or residential development.
  The $840,000 is included in land on the balance sheet at December 31,
  1996.  The Company does not believe the closure of the plant will have a
  significant impact on future operations.
  
  
NOTE P - SUBSEQUENT EVENTS

  On December 27, 1996, the Company entered into an agreement and
  deposited earnest money to purchase approximately 213 acres of land in
  Canyon County, Idaho, for the production of aggregates.  The total
  purchase price is approximately $2,130,000.  The Company had until
  February 6, 1997 to complete its due diligence inspection and elect to
  continue with or terminate the transaction.  The Company elected to
  proceed, and the transaction is scheduled to close on April 15, 1997.
  The Company can extend the closing date until December 1997 by
  depositing additional earnest money.  The Company will make a 25% down
  payment at closing and the seller will carry a 10 year note with
  interest at a rate of 9% per annum.  The Company will make monthly
  payments on the note based on a twenty year amortization, with the
  balance of unpaid interest and principal due in 2007.

  The Company has also issued a promissory note to a commercial lender to
  purchase equipment costing approximately $147,000.  The Company plans to
  pay approximately $26,000 on the note during 1997 with the remainder of
  the balance being over the next five years.
  










                                      F-23
<PAGE>
                             REPORT OF INDEPENDENT
                         CERTIFIED PUBLIC ACCOUNTANTS
                                  ON SCHEDULES



Board of Directors
Monroc, Inc.



In connection with our audit of the consolidated financial statements of
Monroc Inc. and Subsidiary, referred to in our report dated February 11,
1997, which is included in the annual report to stockholders and form 10-K,
we have also audited Schedule II for each of the three years in the period
ended December 31, 1996.  In our opinion, this schedule presents fairly, in
all material respects, the information required to be set forth therein.


                                        GRANT THORNTON LLP


Salt Lake City, Utah
February 11, 1997














                                      S-1
<PAGE>
                          MONROC, INC. AND SUBSIDIARY

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS


<TABLE>
<S>                             <C>         <C>         <C>         <C>          <C>
         Column A                 Column B         Column C           Column D    Column E  
-------------------------------------------------------------------------------------------
                                                           (2)             
                                                (1)     Charged to                 Balance
        Description              Balance at  Charged to   other                       at  
                                 beginning   costs and   accounts    Deductions     end of
                                 of period    expenses   describe    write-offs     Period
-------------------------------------------------------------------------------------------

Allowance for discounts and doubtful accounts                                           

Year ended December 31, 1996    $  296,647  $  536,863  $      -    $  (531,886) $  301,624 
Year ended December 31, 1995       209,495     532,764         -       (445,612)    296,647 
Year ended December 31, 1994       267,680     603,851         -       (662,036)    209,495 

Deferred taxes valuation allowance                                              

Year ended December 31, 1996    $1,258,566  $  249,650  $      -    $            -  $1,508,216 
Year ended December 31, 1995     1,783,302         -           -       (524,736)     1,258,566 
Year ended December 31, 1994     1,878,335         -           -        (95,033)      1,783,302 


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