FOURTH  AMENDMENT

     THIS   FOURTH  AMENDMENT  dated  as  of  September  29,  2000  (this
"Amendment")  is  to  the  Third  Amended  and  Restated  Credit  Agreement  (as
amended,  the  "Credit  Agreement")  dated  as  of  June  5,  1998  among  U.S.
AGGREGATES,  INC.,  a  Delaware  corporation  (the "Company"), various financial
institutions  (the  "Lenders")  and  BANK  OF  AMERICA, N.A., as agent  for  the
Lenders  (the  "Agent").  Unless  otherwise  defined  herein,  terms defined  in
the  Credit  Agreement  are  used  herein  as  defined  in the Credit Agreement.

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

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

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

     1.1   Section  1.1  of  the  Credit  Agreement shall be  amended  by
inserting  the  following  definitions  in  the  appropriate alphabetical order:

          "Fourth  Amendment  Effective  Date  means  the  `Fourth  Amendment
     Effective  Date'  as  defined  in  the  Fourth Amendment to this  Agreement
     dated  as  of  September  29,  2000.

          Maintenance  Capital  Spending  means,  for  any period, the aggregate
     amount   of  Capital  Expenditures  made  by  the  Company   and   its
     Subsidiaries  during  such  period  necessary  to  maintain  the  then
     existing  properties  of  the  Company  and  its  Subsidiaries  in  good
     working   order  and  condition;  provided  that  Maintenance  Capital
     Spending  shall  be  equal  to  (a) $17,200,000 for each of the Computation
     Periods  ending  September  30,  2000  and  December  31,  2000  and  (b)
     $10,000,000  for  each  Computation  Period  ending  in  the  2001  Fiscal
     Year."

     1.2   The  definition  of  "Capital  Expenditures"  in Section 1.1 of  the
Credit  Agreement  shall  be  amended  by  (a)  replacing the comma  immediately
prior  to  the  designation  "(b)"  therein  with  the  word  "and";  and  (b)
deleting  all  text  in  such  definition  immediately  following  the  word
"replaced"  at  the  end  of  clause  (ii)  thereof.

     1.3   The  definition of  "EBITDA"  in  Section 1.1 of the Credit Agreement
shall  be  amended  and  restated  in  its  entirety  to  read  as  follows:

          "EBITDA  means,  for  any  period,  Consolidated  Net Income  of  the
     Company  for  such  period  before  accounting for Minority Interests plus,
     to  the  extent  deducted  in  determining  Consolidated  Net  Income,
     Interest  Expense,  income  tax  expense,  depreciation,  depletion  and
     amortization  for  such  period  plus,  to  the  extent  deducted   in
     determining  Consolidated  Net  Income,  any  loss realized upon  the  sale
     or  other  disposition  of  property  of the Company or any Subsidiary that
     is  not  sold  or  otherwise  disposed  of  in  the  ordinary  course  of
     business  minus,  to  the  extent  reflected  in  determining  Consolidated
     Net  Income,  any  gain  realized  upon  the  sale or other disposition  of
     property  of  the  Company  or  any  Subsidiary  that  is  not  sold  or
     otherwise  disposed  of  in  the  ordinary course of business plus, to  the
     extent  deducted  in  determining  Consolidated  Net  Income  (and  without
     duplication),  expense  that  is  both  non-operating  and  non-recurring
     minus,  to  the  extent  reflected  in  determining Consolidated Net Income
     (and  without  duplication),  income  that  is  both non-operating and non-
     recurring  and  plus,  to  the  extent deducted in determining Consolidated
     Net  Income  (and  without  duplication),  restructuring  charges  incurred
     in  connection  with  business  closures;  provided  that the  consolidated
     net   income  (plus,  to  the  extent  deducted  in  calculating  such
     consolidated  net  income,  interest  expense,  income  tax   expense,
     depreciation  and  amortization)  of  any  Person, or attributable  to  any
     division  or  similar  business  unit,  in  each  case  set  forth  on  the
     schedule  of  assets  to  be  sold  delivered by the Company to the Lenders
     prior  to  the  Fourth  Amendment  Effective  Date  (the `Designated  Asset
     Schedule'),  disposed  of  by  the  Company  or  any  Subsidiary  to  an
     unaffiliated  third  party  in  an  Asset Sale during such period (a  `Sold
     Business')  will  be  included  on  a  pro forma basis for the  portion  of
     such  period  after  such  Sold  Business was sold or otherwise disposed of
     in  an  amount  equal  to  the  amount  forecasted  in good  faith  by  the
     Company  for  such  Sold  Business  as  what such Sold Business would  have
     earned  during  the  remainder  of  such  period until the time of sale  or
     disposition  (as  such  time  was  anticipated  by  the  Company  in  the
     estimates  referred  to  below)  had  it  not  been  sold  or  otherwise
     disposed  of,  which  forecast  is  set forth in estimates delivered by the
     Company  to  the  Agent  and  the  Lenders  prior  to the Fourth  Amendment
     Effective  Date."

     1.4   The definition  of  "Excess  Cash  Flow" in Section 1.1 of the Credit
Agreement  shall  be  amended  by  deleting  clause (b)(viii) of such definition
and  inserting  the  following  in  lieu  thereof:

          "(viii)    any  gains  resulting  from  receipt  of  insurance  or
     condemnation  proceeds  (or  similar  recoveries)  during  such  period  to
     the  extent  that  (A)  such  gains were included in calculating EBITDA and
     (B)  the  proceeds  of  such  gains  were  applied to prepay Loans pursuant
     to  Section  6.2.1."

     1.5   The definition  of  "Fixed  Charge  Coverage Ratio" in Section 1.1 of
the  Credit  Agreement  shall  be  amended  by  (a) deleting the  term  "Capital
Expenditures"  in  clause  (ii)  thereof  and substituting the term "Maintenance
Capital  Spending"  therefor  and  (b)  inserting  the  following  immediately
after  the  term  "Subsidiaries"  in  clause  (iii)  thereof:

     "(other  than  taxes  that  are  directly  attributable  to  Asset Sales)".

     1.6   The definition  of  "Maximum  Proceeds  Amount" in Section 1.1 of the
Credit  Agreement  shall  be  amended  by  deleting  the  amount  "$30,000,000"
therein  and  substituting  the  amount  "$100,000,000"  therefor.

     1.7   The  definition  of  "Net  Cash  Proceeds"  in Section  1.1  of  the
Credit  Agreement  shall  be  amended  by  inserting the words "within one  year
after  the  closing  of  the  related  Asset  Sale" immediately after the  words
"or  payable"  where  they  appear  in  clause  (a)  of  such  definition.

     1.8   Section  2.1.1  of  the  Credit  Agreement  shall  be  amended  by
deleting  the  dollar  amount  set  forth  in clause (i) of the proviso  thereto
and  substituting  the  amount  "$90,000,000"  for  such  amount.

     1.9   Section  6.1.1  of  the  Credit  Agreement  shall  be  amended  by
inserting  an  "(a)"  immediately  prior  to  the word "After" and (b) inserting
the  following  clause  (b):

          "(b) The   Revolving  Commitments  shall  be  automatically   and
               permanently  reduced  to  an  aggregate  amount  equal  to  (x)
               $70,000,000  on  December  31,  2001,  (y)  $60,000,000  on  June
               30,  2002  and  (z)  $0  on  the  Revolving  Termination  Date.
               Voluntary  reductions  of  the  Revolving  Commitments  pursuant
               to  Section  6.1.2  shall  be  applied  to diminish the amount of
               scheduled  reductions  to  the  Revolving  Commitments thereafter
               becoming   effective   in   inverse   order   of   scheduled
               occurrence."

     1.10  Section  6.2.1  of  the  Credit  Agreement  shall  be  amended  by
deleting  clause  (a)(ii)  of  such  Section  and  substituting  the  following
therefor:

          "(ii)  Forthwith  upon  any  Asset  Sale  that  results  in  any
     Excess  Cash  Proceeds,  in  an  amount  equal to 100% of such Excess  Cash
     Proceeds."

     1.11  Section  10.1.2  of  the  Credit  Agreement  shall  be  amended  and
restated  in  its  entirety  as  follows:

          "10.1.2  Interim  Reports.  Promptly  when  available  and  (i) in any
     event  within  30  days  after  the end of each month, consolidated balance
     sheets  of  the  Company  and  its  Subsidiaries  as  of the  end  of  such
     month,  and  consolidated  statements  of  earnings and cash flows for such
     month  and  for  the  period  beginning  with  the  first  day  of  the
     applicable  Fiscal  Year  and  ending  on  the  last  day  of  such  month,
     including  a  comparison  with  the  corresponding month and period of  the
     previous  Fiscal  Year  and  a  comparison  with the budget for such  month
     and  for  such  period  of  the  current  Fiscal  Year,  together  with  a
     certificate  of  the  President  or  the  chief  financial officer  of  the
     Company  to  the  effect  that  such  financial  statements fairly  present
     the  financial  condition  and  results  of  operations of the Company  and
     its  Subsidiaries  as  of  the  date  and  periods  indicated  (subject  to
     normal  year-end  adjustments  and  the  absence of footnotes) and (ii)  in
     any  event  within  30  days  after  the  end  of  each  Fiscal  Quarter,
     consolidating  balance  sheets  of  the  Company and its Subsidiaries as of
     the  end  of  such  Fiscal  Quarter  and  consolidating  statements  of
     earnings  and  cash  flows  of  the  Company and its Subsidiaries  for  the
     period  from  the  end  of  the  last Fiscal Year to the end of such Fiscal
     Quarter,  certified  by  the  President  or the chief financial officer  of
     the  Company  to  the  effect  that such consolidating financial statements
     fairly  present  the  financial  condition  and  results of  operations  of
     the  Company  and  its  Subsidiaries."

     1.12  Section  10.1  of  the  Credit  Agreement shall be amended by adding
the  following  as  Section  10.1.13:

          "10.1.13  Cash  Flow  Forecasts.  As  soon  as practicable and in any
     event  within  five  Business  Days  following the end of each week, (i)  a
     rolling  thirteen  week  cash  flow  forecast  for  the  Company  and  its
     Subsidiaries  on  a  consolidated  and  consolidating  basis in  reasonable
     detail  and  (ii)  a  report  comparing the actual cash flow of the Company
     and  its  Subsidiaries  for  such  week on a consolidated and consolidating
     basis  to  the  cash  flow  forecast  for such week delivered to the  Agent
     pursuant  to  clause  (i)  of  this  Section  10.1.13,  together  with  an
     explanation  in  reasonable  detail  of  any  variance and a  certification
     from  the  Chief  Financial  Officer  or the Treasurer of the Company as to
     the  accuracy  of  all  actual  receipts  and  disbursements  set  forth
     therein."

     1.13  Section  10.6.1  of  the  Credit  Agreement  shall  be  amended by
replacing  the  table  in  such  Section  with  the  following:

          "Computation
          Period  Ending                              Ratio
          --------------                              -----

          9/30/2000                                   2.50:1
          12/31/2000                                  1.75:1
          3/31/2001                                   1.80:1
          6/30/2001                                   1.30:1
          9/30/2001                                   1.30:1
          12/31/2001  and  thereafter                 3.00:1."

     1.14  Section  10.6.2  of  the  Credit  Agreement  shall  be  amended  and
restated  to  read  in  its  entirety  as  follows:

          "10.6.2  Fixed  Charge  Coverage  Ratio.  Not  permit  the  Fixed
     Charge  Coverage  Ratio  as  of  the  last day of any Computation Period to
     be  less  than  the  ratio  set  forth  below  for such Computation Period:


          "Computation
          Period  Ending                              Ratio
          --------------                              -----

          9/30/2000                                   1.10:1
          12/31/2000                                  0.80:1
          3/31/2001                                   0.80:1
          6/30/2001                                   0.70:1
          9/30/2001                                   0.70:1
          12/31/2001  and  thereafter                 1.10:1."

     1.15  Section  10.6.3  of  the  Credit  Agreement  shall  be  amended  by
replacing  the  table  in  such  Section  with  the  following:

          "Computation
          Period  Ending                              Ratio
          --------------                              -----

          9/30/2000                                   4.25:1
          12/31/2000                                  5.75:1
          3/31/2001                                   5.50:1
          6/30/2001                                   5.50:1
          9/30/2001                                   5.00:1
          12/31/2001  and  thereafter                 3.00:1."

     1.16  Section  10.6  of  the  Credit  Agreement  shall be amended by adding
the  following  Section  10.6.4:

          "10.6.4  Minimum  EBITDA.  (a)  Not  permit  EBITDA  for  the  period
     from  January  1,  2001  through  any  date set forth below to be less than
     the  amount  set  forth  below  opposite  such  date:

          Date                                    Amount
          ----                                    ------
          January  31,  2001                     ($331,887)
          February  28,  2001                     $106,210
          March  31,  2001                        $2,178,475
          April  30,  2001                        $4,634,975
          May  31,  2001                          $9,302,445
          June  30,  2001                         $14,834,295
          July  31,  2001                         $19,964,394
          August  31,  2001                       $25,312,488
          September  30,  2001                    $30,343,112
          October  31,  2001                      $33,785,578
          November  30,  2001                     $35,135,456
          December  31,  2001                     $35,456,015.

          (b)  Not  permit  EBITDA  for  periods in any Fiscal Year ending after
     December  31,  2001  to  be  less  than the levels negotiated in good faith
     by  the  Company  and  the  Required  Lenders  with respect to such periods
     and  such  Fiscal  Year  as  promptly  as  practicable  after  the  Company
     delivers  to  the  Lenders  the  projections  required  by  Section  10.1.8
     with  respect  to  such  Fiscal  Year."

     1.17  Section  10.10(k)  of  the  Credit  Agreement shall be amended by (a)
deleting  the  word  "and"  at  the end of subclause (iv) thereof; (b) replacing
the  semi-colon  at  the  end  of  subclause  (v)  thereof  with  a ","; and (c)
inserting  the  following:

          "(vi)  the  total  consideration  for  all such Permitted Acquisitions
     (including  cash  and  noncash  purchase  price,  liabilities  assumed,
     deferred  or  financed  purchase  price,  purchase  price  characterized as
     noncompetition  payments  and  the  like)  does  not  exceed  (x) $0 during
     the  2001  Fiscal  Year  or  (y) $10,000,000 in any Fiscal Year thereafter,
     and

          (vii)  both  before  and  after  giving  effect  to  such acquisition,
     the  Leverage  Ratio  shall  be  less  than  3.0:1  on  a pro forma basis."

     1.18  Section  10.11  of  the  Credit  Agreement  shall  be  amended  by
deleting  clause  (x)  of  the  proviso  thereof  and  inserting in lieu thereof
the  following:

     "(x)  if  no  Event  of  Default  or  Unmatured  Event of Default exists or
     would  result  therefrom  and,  if  both  immediately prior and immediately
     after  giving  effect  thereto,  the  Leverage  Ratio  is  equal to or less
     than  3.0:1,  the  Company  may  declare  and  pay  dividends on its common
     stock  in  any  Fiscal  Year  in  an  amount  not  to  exceed  15%  of
     Consolidated  Net  Income  for  the  immediately  preceding  Fiscal  Year
     (provided,  that  the  Company  may  only pay any dividend pursuant to this
     clause  (x)  if,  after  giving  effect  thereto,  the  Company shall be in
     compliance  with  all  financial  covenants  in Section 10.6 on a pro forma
     basis  for  the  twelve  consecutive  month  period  ending  on the date of
     payment,  as  determined  by  the  Company  in  good faith in a certificate
     provided  to  the  Lenders  on  or prior to the date of declaration of such
     dividend),  it  being  understood  that,  unless  an Event of Default under
     Section  12.1.1  exists,  dividends  may  be  paid within 60 days after the
     date  of  declaration  thereof  if  at  such  date  of  declaration  such
     dividend  complied  with  this  clause  (x)  even if at the time of payment
     thereof  the  Company  is  not  in  compliance  with  this  clause  (x)."

     1.19  Section  10.12  of  the  Credit  Agreement  shall  be  amended by (a)
replacing  the  word  "and"  immediately  prior  to  the  designation  "(ii)"
therein  with  a  comma;  and  (b) deleting all text in such Section immediately
following  the  figure  "$35,000,000"  and  substituting the following therefor:

     "in  the  2000  Fiscal  Year,  and  (iii)  $10,000,000  in  any Fiscal Year
     thereafter."

     1.20  Section  10.13  of  the  Credit  Agreement  shall  be  amended  by
deleting  clause  (b)  of  such  Section  and  inserting  the  following in lieu
thereof:

          "(b)  arrangements  which,  together  with  all  other  such
     arrangements  which  shall  then  be  in  effect,  will  not  require  the
     payment  of  any  aggregate  amount  of  rentals  by  the  Company  and its
     Subsidiaries  in  any  Fiscal  Year  exceeding  the lesser of (i) 4% of Net
     Revenues  for  the  immediately  preceding  Fiscal  Year  and  (ii)
     $10,000,000  (each  being  tested  as  of  the  end of such Fiscal Year);".

     1.21  Section  10.25  of  the  Credit  Agreement  shall  be  amended  and
restated  in  its  entirety  to  read  as  follows:

          "10.25  Interest  Rate  Protection.  Enter  into,  not  later  than 45
     days  after  the  Fourth  Amendment    Effective  Date, one or more Hedging
     Agreements,  each  with  a  term  of  at  least  two  years,  on  an  ISDA
     standard  form  with  one  or  more  Lenders  or Affiliates thereof or with
     counterparties  reasonably  acceptable  to  the  Agent  to fix the interest
     rate  with  respect  to  not  less than one-half of the principal amount of
     the  Term  Loans  outstanding  on  the  Fourth  Amendment Effective Date in
     form  and  substance  reasonably  satisfactory  to  the  Agent."

     1.22  Section  10  of  the  Credit Agreement shall be amended by adding the
following  Section  10.29:

          "10.29  Financial  Consultant/Appraisal.  (a)  The  Company  shall
     engage  and  retain,  at  the  sole  expense  of  the  Company, a financial
     consultant  satisfactory  to  the  Agent  to  perform  such  financial
     consulting  as  the  Agent  may  request,  with  such  financial advisor to
     provide  a  written  report  to  the lenders addressing such matters as the
     Agent  may  request  no  later  than  January  15,  2001.

          (b)  The  Company  shall  engage  and  retain,  at the sole expense of
     the  Company,  an  appraiser  satisfactory  to  the  Agent  to  conduct  an
     appraisal  of  all  quarries  and  aggregate  reserves  of  each  of  the
     properties  of  the  Company  and  its  Subsidiaries which is not set forth
     on  the  Designated  Asset  Schedule  and  which had EBITDA attributable to
     such  property  during  the  1999  Fiscal  Year  or the 2000 Fiscal Year of
     greater  than  $1,500,000,  and  to  report  thereon  to  the  Lenders  in
     writing  no  later  than  March  31,  2001."

     1.23  Section  14.9.1  of  the  Credit  Agreement  shall  be amended by (i)
deleting  the  figure  "$5,000,000"  where  it  appears  in  such  Section  and
inserting  in  lieu  thereof  the  figure  "$1,000,000"  and  (ii)  adding  the
following  at  the  end  of  the  last  paragraph  thereof:

     "Any  Lender  that  is  a  fund  that  invests in bank loans may pledge all
     or  any  portion  of  its  rights  in connection with this Agreement to the
     trustee  for  holders  of  obligations  owed, or securities issued, by such
     fund  as  security  for  such  obligations or securities, provided that any
     foreclosure  or  other  exercise  of  remedies  by  such  trustee  shall be
     subject  to  the  provisions  of  this Section regarding assignments in all
     respects.  No  pledge  described  in  the  immediately  preceding  clause
     shall  release  such  Lender  from  its  obligations  hereunder."

     1.24  Schedule  1.1A  of  the  Credit  Agreement  shall  be  replaced  by
Schedule  1.1A  hereto.

     SECTION  2  REPRESENTATIONS  AND  WARRANTIES.  The  Company  represents and
warrants  to  the  Agent  and  the  Lenders  that  (a)  the  representations and
warranties  made  in  Section  9  (excluding Sections 9.6 and 9.8) of the Credit
Agreement  are  true  and  correct  on  and as of the Fourth Amendment Effective
Date  with  the  same  effect  as  if  made  on  and  as of the Fourth Amendment
Effective  Date  (except  to  the  extent relating solely to an earlier date, in
which  case  they  were  true  and  correct  as  of  such  earlier date); (b) no
Event  of  Default  or  Unmatured  Event  of  Default exists or will result from
the  execution  of  this  Amendment;  (c)  no event or circumstance has occurred
since  the  Effective  Date  that  has resulted, or would reasonably be expected
to  result,  in  a  Material  Adverse  Effect; (d) the execution and delivery by
the  Company  of  this  Amendment  and  the  performance  by  the Company of its
obligations  under  the  Credit  Agreement  as  amended  hereby  (as so amended,
the  "Amended  Credit  Agreement")  (i)  are  within the corporate powers of the
Company,  (ii)  have  been  duly  authorized  by all necessary corporate action,
(iii)  have  received  all  necessary  approval  from any Governmental Authority
and  (iv)  do  not  and  will  not  contravene or conflict with any provision of
any  law,  rule  or  regulation  or  any  order, decree, judgment or award which
is  binding  on  the  Company  or  any  Guarantor  or  any  of  their respective
Subsidiaries  or  of  any  provision  of  the  certificate  of  incorporation or
bylaws  or  other  organizational  documents  of  the  Company  or  of  any
agreement,  indenture,  instrument  or  other  document  which is binding on the
Company  or  any  Guarantor  or  any  of  their respective Subsidiaries; and (e)
the  Amended  Credit  Agreement  is  the  legal, valid and binding obligation of
the  Company,  enforceable  against  the  Company  in accordance with its terms,
except  as  enforceability  may  be  limited  by  applicable  bankruptcy,
insolvency  or  similar  laws  affecting  the  enforcement  of creditors' rights
generally  or  by  equitable  principles  relating  to  enforceability.

     SECTION  3  EFFECTIVENESS.  The  amendments  set  forth  in Section 1 above
shall  become  effective  as  of  the  date  hereof  on  such  date (the "Fourth
Amendment  Effective  Date")  when  the  Agent  shall  have  received  (a)  a
counterpart  of  this  Amendment  executed  by  the  Company  and  the  Required
Lenders  (or,  in  the  case  of any party other than the Company from which the
Agent  have  not  received  a  counterpart hereof, facsimile confirmation of the
execution  of  a  counterpart  hereof  by  such  party)  (provided  that  the
amendments  set  forth  in  Sections  1.7  and  1.10  shall not become effective
unless  and  until  the  Agent  shall  have  received  counterparts  of  this
Amendment  executed  by  the  Company,  the  Required  Revolving  Lenders,  the
Required  Term  A  Lenders  and  the  Required  Term  B  Lenders),  (b)  for the
account  of  each  Lender  that  has executed and delivered a counterpart hereof
to  counsel  for  the  Agent  by  1:00 p.m. (Chicago time) on November 13, 2000,
an  amendment  fee  in  an  amount  equal  to  0.50%  of such Lender's Revolving
Commitment  plus  the  Term  Loans  of  such  Lender  outstanding  on the Fourth
Amendment  Effective  Date,  (c)  for  the  account  of BofA and Banc of America
Securities  LLC  ("BAS"),  fees  in  the  amount  set forth in a separate letter
between  BofA,  BAS  and  the  Company,  (d)  evidence satisfactory to the Agent
that  with  respect  to  the  Note  and  Warrant  Purchase Agreement, Section 8A
(Interest  Expense  Coverage)  thereof,  Section  8B  (Fixed  Charge  Coverage)
thereof  and  Section  8C  (Leverage  Ratio)  thereof shall have been amended in
form  and  substance  satisfactory  to  the  Agent and (e) each of the following
documents,  each  in  form  and  substance  satisfactory  to  the  Agent:

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

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

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

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

     SECTION  4  MISCELLANEOUS.

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

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

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

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

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

     4.6  Fees.  The  fees  referred  to  in  Sections  3(b)  and (c) hereof are
not  subject  to  Section  7.5  of  the  Credit  Agreement.

     Delivered  as  of  the  day  and  year  first  above  written.

                                U.S.  AGGREGATES,  INC.


                                By:  /s/ Michael J. Stone
                                Title:  Chief  Financial  Officer,  Treasurer
                                        and  Secretary


                                BANK  OF  AMERICA,  N.A.,  as  Agent


                                By:  /s/ Kathleen M. Carry
                                Title:  Vice President


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


                                By:  /s/ James D. Cockey
                                Title:  Principal


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


                                By:
                                Title:


                                NATIONAL  CITY  BANK,  as  a  Lender


                                By:  /s/ Tom Gurbach
                                Title:  Vice President


                                BANK  OF  SCOTLAND,  as  a  Lender


                                By:  /s/ Joseph Fratus
                                Title:  Vice President


                                IBJ  WHITEHALL  BANK  AND  TRUST
                                COMPANY,  as  a  Lender


                                By:
                                Title:


                                COMERICA  BANK  -  CALIFORNIA,  as  a  Lender


                                By:  /s/ Lori Edwards
                                Title:  Senior Vice President


                                ZIONS  FIRST  NATIONAL  BANK,  as  a  Lender


                                By: /s/ illegible
                                Title:  Vice President


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


                                By:  /s/ illegible
                                Title:  Vice President


                                PILGRIM  PRIME  RATE  TRUST,  as  a  Lender


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

                                By:  /s/ Mark F. Haak
                                Title:  Assistant Vice President


                                SENIOR  DEBT  PORTFOLIO


                                By:  Boston  Management  and  Research,  as
                                Investment  Advisor

                                By:  /s/ Payson F. Swaffield
                                Title:  Vice President


                                EATON  VANCE  INSTITUTIONAL  SENIOR  LOAN  FUND


                                By:  Eaton  Vance  Management,  as  Investment
                                Advisor

                                By:  /s/ Payson F. Swaffield
                                Title:  Vice President


                                EATON  VANCE  SENIOR  INCOME  TRUST


                                By:  Eaton  Vance  Management,  as  Investment
                                Advisor

                                By:  /s/ Payson F. Swaffield
                                Title:  Vice President


                                KZH-HIGHLAND  -  2  LLC


                                By:  /s/ Kimberly Rowe
                                Title:  Authorized Agent


                                ARCHIMEDES  FUNDING,  LLC


                                By:  ING  Capital Advisors, LLC,  as  Collateral
                                Manager

                                By:  /s/ Steven Gorski
                                Title:  Vice President and Senior Credit Analyst


                                ARCHIMEDES  FUNDING  III,  LLC


                                By:  ING  Capital Advisors, LLC,  as  Collateral
                                Manager

                                By:  /s/ Steven Gorski
                                Title:  Vice President and Senior Credit Analyst


                                SEQUILS-ING  1  (HBDGM),  LTD.


                                By:  ING  Capital Advisors, LLC,  as  Collateral
                                Manager

                                By:  /s/ Steven Gorski
                                Title:  Vice President and Senior Credit Analyst


                                BANK  ONE,  N.A.


                                By:  /s/ Stephen C. Price
                                Title:  First Vice President


                                BRANCH  BANKING  AND TRUST  COMPANY


                                By:  /s/ illegible
                                Title:  Corp. Accts. Officer



<PAGE>



                                 EXHIBIT  A
                                REAFFIRMATION
                             OF  LOAN  DOCUMENTS


                                                    as  of  September  29,  2000


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


                   Re:  Reaffirmation  of  Loan  Documents


Ladies  and  Gentlemen:

   Please  refer  to:

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

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

    3.     The  following  Pledge  Agreements:

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

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

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

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

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

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

    Each of  the  undersigned  hereby  confirms that each Loan Document to which
such  undersigned  is  a  party  remains  in full force and effect after  giving
effect  to  the  effectiveness  of  the  Amendment  and  that,  upon   such
effectiveness,  all  references  in  such  Loan  Document  to  the  "Credit
Agreement"  shall  be  references  to  the  Credit Agreement as amended  by  the
Amendment.

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

                             U.S.  AGGREGATES,  INC.

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             SRM  HOLDINGS  CORP.

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             WESTERN  AGGREGATES  HOLDING  CORP.

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             WESTERN  ROCK  PRODUCTS  CORP.

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             JENSEN  CONSTRUCTION  &  DEVELOPMENT,  INC.

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             SANDIA  CONSTRUCTION,  INC.

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             TRI-STATE  TESTING  LABORATORIES,  INC.

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             MOHAVE  CONCRETE  AND  MATERIALS,  INC.,
                             a  Nevada  corporation

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             MOHAVE  CONCRETE  AND  MATERIALS,  INC.,
                             an  Arizona  corporation

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             A-BLOCK  COMPANY,  INC.,
                             an  Arizona  corporation

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             A-BLOCK  COMPANY,  INC.,
                             a  California  corporation

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             COX  ROCK  PRODUCTS,  INC.

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             COX  TRANSPORT  CORPORATION

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             VALLEY  ASPHALT,  INC.

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             GEODYNE  BECK  ROCK  PRODUCTS,  INC.

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             SOUTHERN  READY  MIX,  INC.

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             DEKALB  STONE,  INC.

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             MULBERRY  ROCK  CORPORATION

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             BHY  READY  MIX,  INC.

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             BRADLEY  STONE  &  SAND,  INC.

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             MONROC,  INC.

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


                             WESTERN  AGGREGATES,  INC.

                             By:  /s/ Michael J. Stone
                             Title:  Chief  Financial  Officer,  Treasurer
                                     and  Secretary


ACKNOWLEDGED  AND  AGREED
as  of  the  date  first  written  above

BANK  OF  AMERICA,  N.A.,  as  Agent


By:  /s/ Kathleen M. Carry
Title:  Vice President



<PAGE>



                                SCHEDULE  1.1A

                               PRICING  SCHEDULE


From  November  __,  2000  through  December 31, 2000, the Applicable ABR Margin
for  Revolving  Loans  and  Term  A  Loans  shall  be  2.25%  per  annum,  the
Applicable  Eurodollar  Margin  for  Revolving  Loans and Term A Loans shall  be
3.50%  per  annum,  the  Applicable  ABR  Margin for Term B Loans shall be 2.25%
per  annum,  the  Applicable  Eurodollar  Margin for Term B Loans shall be 4.00%
per  annum  and  the  Non-Use  Fee  Rate  shall  be  0.50%.

From  and  after  January  1,  2001,  the  Applicable  ABR  Margin,  Applicable
Eurodollar  Margin  and  Non-Use  Fee  Rate  shall be determined  based  on  the
Leverage  Ratio  as  follows:

     on  and  after  any  date  specified  below  on  which the  Applicable  ABR
     Margin  and  Applicable  Eurodollar  Margin  for  Revolving Loans,  Term  A
     Loans  and  Term  B  Loans  and  the  Non-Use Fee Rate are to be  adjusted,
     the  rate  per  annum  set  forth  in  the  table  below  opposite  the
     applicable  Leverage  Ratio:

              Applicable   Applicable
              Eurodollar   ABR  Margin
                Margin     (Revolving             Applicable   Applicable
              (Revolving   Loans  and             Eurodollar   ABR  Margin
  Leverage     Loans and     Term A    Non-Use   Margin (Term  (Term  B
   Ratio     Term A Loans)   Loans)    Fee Rate    B Loans)      Loans)

Greater  than     3.50%       2.25%      0.50%      4.00%        2.25%
or  equal  to
4.50:1

Greater  than     3.25%       2.00%      0.50%      3.75%        2.25%
or  equal  to
4.00:1  but
less  than
4.50:1

Greater  than     3.00%       1.75%      0.50%      3.75%        2.25%
or  equal  to
3.50:1  but
less  than
4.00:1

Greater  than     2.50%       1.50%     0.425%      3.50%        2.00%
or  equal  to
3.00:1  but
less  than
3.50:1

Less  than        2.00%       1.00%     0.375%      3.25%        2.00%
3.00:1

     The  Applicable  ABR  Margin,  Applicable  Eurodollar  Margin  and  Non-Use
Fee  Rate  shall  be  adjusted,  to the extent applicable, following each Fiscal
Quarter  (commencing  with  the  Fiscal  Quarter  ended September 30,  2000)  on
the  earlier  to  occur  of  (x)  30  days (or, in the case of the  last  Fiscal
Quarter  of  any  year,  120  days) after the end of each Fiscal Quarter (or, in
the  case  of  the  Fiscal  Quarter  ended September 30, 2000, January 1, 2001),
based  on  the  Leverage  Ratio  as  of the last day of such Fiscal Quarter  and
(y)  the  date  the  financial  statements required by Section 10.1.1 or 10.1.2,
as  applicable,  and  the  related  Compliance  Certificate, if any, required by
Section  10.1.3,  are  delivered  in  accordance  with  such Sections  (provided
that  this  clause  (y)  shall  not  apply  to calculations for the  Computation
Period  ended  on  September  30,  2000);  it  being  understood  that  if  the
Company  fails  to  deliver  the  financial  statements  required  by  Section
10.1.1  or  10.1.2,  as  applicable,  and the related Compliance Certificate, if
any,  required  by  Section  10.1.3  by  the  30th day (or, if  applicable,  the
120th  day)  after  any  Fiscal  Quarter,  the  Applicable  ABR  Margin  for
Revolving  Loans  and  Term  A  Loans  shall be 2.25% per annum, the  Applicable
Eurodollar  Margin  for  Revolving  Loans  and Term A Loans shall be  3.50%  per
annum,  the  Applicable  ABR  Margin  for Term B Loans shall be 2.25% per annum,
the  Applicable  Eurodollar  Margin  for  Term  B Loans shall be 4.00% per annum
and  the  Non-Use  Fee  Rate  shall  be  0.50%  per annum until  such  financial
statements  and  Compliance  Certificate  are  delivered.  In addition,  at  all
times  when  an  Event  of  Default  or  Unmatured Event of Default  shall  have
occurred  and  be  continuing,  there  shall  be no reduction in the  Applicable
ABR  Margin,  the  Applicable  Eurodollar  Margin  or  the  Non-Use  Fee  Rate.