8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)               September 1, 2000
                                                               -----------------


                              U.S. AGGREGATES, INC.
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             (Exact Name of Registrant as Specified in Its Charter)


           Delaware                     001-15217               57-0990958
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       (State  or  Other          (Commission File Number)  (I.R.S.  Employer
Jurisdiction of  Incorporation)                             Identification  No.)


      400 SOUTH EL CAMINO REAL, SUITE 500, SAN MATEO, CA             94402
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             (Address of Principal Executive Offices)              (Zip Code)


                                 (650) 685-4880
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              (Registrant's Telephone Number, Including Area Code)



- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)







ITEM  5.   OTHER  EVENTS.

Press  Release  Issued  Regarding  Outlook  For  Second  Half  And  Full  Year
- ------------------------------------------------------------------------------

     On  September 1, 2000, U.S. Aggregates, Inc. (the "Company") issued a press
release  commenting  on  the  outlook  for  the  second  half  and full year and
announcing  the  retention  of  Deutsche  Banc Alex. Brown to evaluate strategic
alternatives.  A  copy  of the press release is attached hereto as Exhibit 10.1.


ITEM  7.   EXHIBITS.

Exhibit  10.1     Press  Release



                                   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.


                                           U.S.  AGGREGATES,  INC.


Date:  September  21,  2000                By:  /s/  Michael  J.  Stone
       --------------------                     --------------------------------
                                           Michael  J.  Stone
                                           Chief  Financial  Officer,  Treasurer
                                           and  Secretary

EX-10.1

                                  EXHIBIT 10.1
                                  ------------


     SAN MATEO, Calif., Sept. 1 /PRNewswire/ --U.S. Aggregates, Inc. (NYSE:AGA),
a  leading producer of aggregates, today announced that following a strong first
half,  U.S.  Aggregates,  Inc. is experiencing some slow down in demand and cost
increases (especially energy and fuel prices), which will have a negative impact
on  the  Company's  results  for  the  second  half  and  full fiscal year 2000.

     While the Company expects that volumes for processed aggregates, as well as
its flow through products, asphalt and ready mix, will experience increases over
1999  levels, the amount of increases will be lower than originally anticipated.
For the full fiscal year 2000, total processed aggregate volumes are expected to
increase  11%.  This  includes  the new Pride Quarry, which came on line in late
1999. Asphalt volumes are projected to increase 4% over 1999. Ready mix concrete
volumes  are  also  projected  to  increase  4%, after adjusting for the sale of
Birmingham  Ready  Mix,  which  occurred  in  April  2000.

Revised  Management  Expectations  for  2000
- --------------------------------------------

     While  year  over  year  volumes  are up versus 1999, the Company's current
volume forecast represents a decline from management's original expectations for
the  year.  Total  processed  aggregates  are  expected  to  be  3%  lower  than
management's original expectation, but volumes for the year should approach 18.5
million  tons.  Management  expects asphalt volumes to be 7% lower than original
expectations  and  ready mix concrete 3% lower (after adjustment for the sale of
Birmingham  Ready  Mix). Current projections are that total shipments of asphalt
will  be  2.3  million tons and total shipments of ready mix will be 1.7 million
cu.  yds.  These  volume  revisions in ready mix concrete and asphalt versus our
original  objective  for  the  year  are  primarily  due to the effect of higher
interest  rates,  which  affect  new  construction  and rising oil prices, which
impact  the  demand  for  asphalt. Liquid asphalt costs are forecasted to be 55%
higher  in  the  last  half  of  2000  than  in the last half of the prior year.

     The  Company is also experiencing substantial increases in energy costs and
fuel  prices,  which it has been unable to fully pass on to its customers due to
increasing competitive pressures. The Company estimates that its combined energy
and  fuel  costs  incurred in the production and delivery of aggregates, asphalt
and  concrete in full fiscal year of 2000 will increase approximately $4 million
over  1999.  Management expects to partially compensate for these cost increases
through  improved  efficiencies,  particularly  in  the  aggregate  operations.

     Somewhat offsetting the downward revision of estimated volumes and variable
cost  increases,  are lower sales and administrative expenses, which the Company
estimates  will  decline  $2.5  million  from  management's  original  forecast.

     As  a  result  of  both  lower than anticipated volume increases as well as
significantly  higher  energy  costs,  management  currently estimates full year
fully  diluted  earnings  per  share  will  be  approximately  $1.14.

     The  Company also announced that it hired Deutsche Banc Alex. Brown earlier
this  year to assist the Company in a review of strategic alternatives including
the  possible  sale  of  part  or  all  of  the  business.

     "Consolidation continues to be an important theme impacting our industry",
said  James  A.  Harris,  Chairman and Chief Executive Officer. "Just as we have
developed  our  business  to date through a series of complementary acquisitions
and asset purchases, we are likewise considering a partner to allow our business
to develop to the next level."  The Company has had preliminary discussions with
several  potential  parties, although no agreement has been reached and there is
no  assurance  that  a  transaction  will  be  accomplished.

     Founded  in  1994, U.S. Aggregates, Inc. ("USAI") is a leading producer of
aggregates.  Aggregates consist of crushed stone, sand and gravel. The Company's
products  are  used  primarily  for construction and maintenance of highways and
other  infrastructure  projects  as  well  as  for  commercial  and  residential
construction.  USAI  serves  local  markets  in  nine states in two fast growing
regions of the U.S., the Mountain states and the Southeast. For more information
on U.S. Aggregates please visit the Company's Web site at www.usaggregates.com.

     Certain  matters  discussed  in  this  release  contain  forward-looking
statements  and  information based on management's belief as well as assumptions
made  by  and information currently available to management. Such statements are
subject  to risks, uncertainties and assumptions including, among other matters,
future  growth  in  the construction industry; the ability of U.S. Aggregates to
complete  acquisitions  and  effective  integration  of  acquired  companies
operations;  successful  implementation  of strategic business alternatives; and
general  risks  related to the markets in which U.S. Aggregates operates. Should
one  or  more of these risks materialize, or should underlying assumptions prove
incorrect, actual results may differ materially from those projected. Additional
information regarding these risk factors and other uncertainties may be found in
the  Company's  filings  with  the  Securities  and  Exchange  Commission.