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)                   May 30, 2001
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                              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 Jurisdiction    (Commission File Number)     (I.R.S. Employer
     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)



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







ITEM 5.  OTHER EVENTS.

Amendment of Credit Agreement.
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     On May 30,  2001,  the Company  entered into a Seventh  Amendment  with its
senior secured  lenders which  provides $6.0 million of additional  liquidity to
the Company.  A copy of the Seventh  Amendment is attached
hereto as Exhibit 4.1.


ITEM 7.  EXHIBITS

Exhibit 4.1    Seventh  Amendment to Third Amended and Restated Credit Agreement
               dated  as of May  30,  2001 by and  among  the  Company,  various
               financial  institutions  and Bank of America  National  Trust and
               Savings Association, individually and as agent.



                                   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:  June 6, 2001              By:  /s/  Stanford Springel
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                                    Stanford Springel
                                    Chief Executive Officer