UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check One):  [X] Form 10-K   [_] Form 20-F   [_] Form 11-K   [_] Form 10-Q

              [_] Form N-SAR


For Period Ended:      12/31/00
                     -------------
[ ] Transition Report on Form 10-K

[ ] Transition Report on Form 20-F

[ ] Transition Report on Form 11-K

[ ] Transition Report on Form 10-Q

[ ] Transition Report on Form N-SAR

For the Transition Period Ended: ___________________


Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:


PART I -- REGISTRANT INFORMATION

U.S. Aggregates, Inc.
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Full Name of Registrant


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Former Name if Applicable


400 South El Camino Real, Suite 500
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Address of Principal Executive Office (Street and Number)


San Mateo, CA 94402
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City, State and Zip Code



PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

                     (a) The reasons  described in reasonable detail in Part III
                     of this form could not be eliminated  without  unreasonable
                     effort  or  expense;   (b)  The  subject   annual   report,
                     semi-annual  report,  transition  report on Form 10-K, Form
                     20-F,11-K or
|X|                  Form N-SAR, or portion thereof,  will be filed on or before
                     the fifteenth  calendar day following  the  prescribed  due
                     date; or the subject  quarterly report of transition report
                     on Form 10-Q, or portion thereof will be filed on or before
                     the fifth  calendar day following the  prescribed due date;
                     and  (c)  The  accountant's   statement  or  other  exhibit
                     required by Rule 12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report portion thereof,  could not be filed within the
prescribed time period.

         The  Company is unable to  complete  in a timely  manner  the  required
         financial  disclosures  for the year  ended  December  31,  2000 due to
         certain accounting  adjustments which it has not been able to finalize.
         The Company  has also  determined  that the impact of these  accounting
         adjustments  will require it to restate its  financial  statements  and
         amend its Forms 10-Q for the fiscal quarters ended March 31, 2000, June
         30, 2000 and September 30, 2000. The Annual Report on Form 10-K will be
         filed on or before the 15th calendar day following the  prescribed  due
         date.


PART IV-- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

        Daniel Yih                            650                 685-4880
- -------------------------------     ------------------------ -------------------
          (Name)                          (Area Code)         (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant  was  required to file such  report(s)  been filed?  If answer is no,
identify report(s).

[X]Yes     [_]No
- --------------------------------------------------------------------------------

(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings  statements  to be included in the subject  report or portion  thereof?

[X]Yes     [_]No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

         The  Company  anticipates  a net  loss  before  extraordinary  items of
         approximately  $16.8  million for its fiscal year ended  December  31,
         2000, or $1.13 per diluted share. The loss reflects a number of factors
         includingbut  not  limited  to, the  industry-wide  negative  impact of
         rising fuel costs, as well as decline in sales volumes, a write down of
         assets held for sale of approximately $8.4 million, and a restructuring
         charge of $2.2 million for closing  certain of its operations in Nevada
         and Eastern Idaho.  This compares to net income of  approximately $14.2
         million for the fiscal year ended December 31, 1999 before
         extraordinary  items. The Company anticipates the greatest  impact
         occurred in the fourth quarter and  anticipates a net loss in that
         quarter  before  extraordinary  items of $16.5  million or $1.11 per
         diluted share.

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                              U.S. Aggregates, Inc.
                              ---------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date:  April 2, 2001                    By  /s/  Daniel Yih
                                           -----------------------------------
                                           Daniel Yih, Chief Financial Officer


INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.


                                    ATTENTION


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Intentional  misstatements  or omissions of fact constitute  Federal  Criminal
Violations  (See 18  U.S.C. 1001).
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