SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            SCHEDULE 14A INFORMATION

                PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [  ]


Check the appropriate box:


[X]  Revised Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only
     (as permitted by Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12


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

            ---------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X]    No fee required.

[ ]    Fee  computed on the table below per Exchange  Act Rules
       14a-6(i)(4)  and 0-11.

       (1)  Title of each class of securities to which transaction applies: N/A

       (2)  Aggregate number of securities to which transaction applies: N/A

       (3)  Per unit price or other  underlying  value of  transaction  computed
            pursuant  to  Exchange  Act Rule 0-11 (Set forth the amount on which
            the filing fee is calculated and state how it was determined): N/A

       (4)  Proposed maximum aggregate value of transaction: $150,000,000

       (5)  Total fee paid: $30,000.00

[ ]    Fee paid previously with preliminary materials.

[ ]    Check box if any part of the fee is offset as provided  by  Exchange  Act
       Rule  0-11(a)(2) and identify the filing for which the offsetting fee was
       paid previously.  Identify the previous filing by registration  statement
       number, or the form or schedule and the date of its filing.

       (1)  Amount Previously Paid: N/A

       (2)  Form, Schedule or Registration Statement No.: N/A

       (3)  Filing Party: N/A

       (4)  Date Filed: N/A







This revised  preliminary proxy statement is being filed for the sole purpose of
providing  the  preliminary  form  of  proxy  which  was  not  included  in  the
preliminary proxy statement.








                              U.S. AGGREGATES, INC.
                      PROXY SOLICITED BY BOARD OF DIRECTORS
         FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD AUGUST 21, 2001

      James A. Harris and Hobart Richey,  or either of them, each with the power
of  substitution  and  revocation,   are  hereby  authorized  to  represent  the
undersigned  with all powers which the  undersigned  would possess if personally
present,  to vote the securities of the  undersigned  at the special  meeting of
stockholders of U.S. AGGREGATES, INC. to be held at 333 Bush Street, 17th Floor,
San Francisco,  California 94104, at 9:00 a.m. local time on Tuesday, August 21,
2001, and at any  postponements  or adjournments  of that meeting,  and in their
discretion  upon any other  business  that may properly come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS AN AFFIRMATIVE VOTE FOR THE BELOW PROPOSAL:

      To approve the sale of substantially  all of the assets of SRM Aggregates,
      Inc.,  Bradley  Stone & Sand,  Inc.,  BHY Ready Mix,  Inc.,  Mulberry Rock
      Corporation,  Bama Crushed Corporation,  and Grove Materials  Corporation,
      each of which are  wholly-owned  subsidiaries  of the Company,  and DeKalb
      Stone,  Inc., a majority owned subsidiary of the Company,  to Florida Rock
      Industries,  Inc. in accordance with the Asset Purchase  Agreement between
      the Company,  the Sellers and Florida Rock  Industries,  Inc.  dated as of
      July 11, 2001.

      [  ] FOR                 [  ] AGAINST                 [  ] ABSTAIN

      The  undersigned  hereby  acknowledges  receipt  of (a)  Notice of Special
Meeting of  Stockholders  to be held  August 21,  2001 and (b) the  accompanying
Proxy  Statement.  If no  specification  is made,  this  proxy will be voted FOR
proposal one.

Date:_____________________, 2001


Please sign  exactly as your name  appears at left.  Executors,  administrators,
traders,  guardians,  attorneys-in-fact,  etc. should give their full titles. If
signer  is a  corporation,  please  give  full  corporate  name  and have a duly
authorized  officer  sign,  stating  title.  If a  partnership,  please  sign in
partnership name by authorized person. If stock is registered in two names, both
should sign.


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