<PAGE>
         As filed with the Securities and Exchange Commission on          
  

                                                   Registration No. 33-        
=============================================================================
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                  ______________
                                     FORM S-8
                              Registration  Statement
                                       Under
                            The Securities Act of 1933
                                  ______________
                                    CALMAT CO.
              (Exact name of registrant as specified in its charter)

               Delaware                             95-0645790
       (State of Incorporation)       (I.R.S. Employer Identification No.)

                              3200 San Fernando Road
                          Los Angeles, California  90065
                     (Address of principal executive offices)
                                  ______________

             AMENDED AND RESTATED 1993 STOCK OPTION PLAN FOR OFFICERS,
                     DIRECTORS AND KEY EMPLOYEES OF CALMAT CO.
                             (Full title of the plan)
                                  ______________
                                   Paul Stanford
                      Senior Vice President, Administration,
                           General Counsel and Secretary
                               Post Office Box 2950
                          Los Angeles, California  90051
                      (Name and address of agent for service)
                                  (213) 258-2777
           (Telephone number, including area code, of agent for service)
                                  ______________
=============================================================================
                          CALCULATION OF REGISTRATION FEE
=============================================================================
Title of Each      Amount of          Proposed         Proposed       Amount of
Class of           Shares             Maximum          Maximum        Registra-
Securities to      to be              Offering         Aggregate      tion Fee
be Registered      Registered         Price Per        Offering
                                      Share            Price
=============================================================================
Common Stock, 
Par Value $1.00
per share ....     900,000            $20.25(1)      $18,225,000      $6,284.53
=============================================================================

(1)   For purposes of computing the registration fee (pursuant to Rule 457(h) 
      only, the price is based on the average of the high and low prices of 
      the Common Stock on the New York Stock Exchange on October 17, 1994.
=============================================================================

                     Exhibit Index appears on page 7   <PAGE>
   
- -----------------------------------------------------------------------------
<PAGE>
                                PART I

Item 1.      Plan Information
         
             Not required to be filed with this Registration
             Statement.


Item 2.      Registrant Information and Employee Plan Annual Information

             Not required to be filed with this Registration
             Statement.


                               PART II

Item 3.      Incorporation of Documents by Reference

             The following documents filed by Registrant with the Commission 
are incorporated herein by reference:

         (a)       Registrant's Annual Report on Form 10-K for the fiscal 
year ended December 31, 1993;

         (b)       Registrant's definitive Proxy Statement filed with the 
Commission on March 16, 1994, and mailed to Registrant's stockholders on 
March 17, 1994. 

         (c)       Registrant's Quarterly Report on Form 10-Q for the 
quarterly period ended March 31, 1994. 

         (d)       Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1994.

         (e)       All other of Registrant's reports filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 since
Deember 31, 1993.

         (f)       The description of Registrant's Common Stock
contained in Registrant's Registration Statement on Form S-14 filed
with the Commission on May 24, 1984, (File No. 2-91323), including
any amendment or report filed for the purpose of updating such
description.

         All documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, after the date hereof and prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of
the filing of such documents.

                                 - 2 -
- -----------------------------------------------------------------------------
<PAGE>
Item 4.      Description of Securities

             Not applicable.


Item 5.      Interest of Named Experts and Counsel

             Paul Stanford, Senior Vice President, Administration,
General Counsel and Secretary of Registrant, may be granted an
unspecified number of options to purchase shares under the Plan in
the future.

Item 6.      Indemnification of Directors and Officers

             Registrant's Restated Certificate of Incorporation
eliminates officers' and directors' liability for monetary damages
for breaches of their fiduciary duty of care, subject to certain
exceptions.  In addition, Registrant's Restated Certificate of
Incorporation contains a provision requiring that the Company
indemnify its officers and directors to the fullest extent provided
by law.  Registrant's By-Laws contain a section which reflects the
current provisions of Section 145 of the General Corporation Law of
Delaware.  Section 145 of the Delaware General Corporation Law
provides, in general, that a Delaware corporation shall have power
to indemnify directors or officers against certain expenses,
judgements, fines and settlements incurred in connection with the
defense of certain actions to which they are parties by reason of
being or having been directors or officers.

             Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
or persons controlling Registrant pursuant to the foregoing
provisions, Registrant has been informed that, in the opinion of
the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.


Item 7.      Exemption from Registration Claimed

             Not applicable.


Item 8.      Exhibits

             A list of the exhibits filed with this Registration
Statement on Form S-8 is set forth in the Exhibit Index on Page 7,
and is incorporated herein by reference.


Item 9. Undertakings

         (a)       The undersigned Registrant hereby undertakes:

                                  - 3 -
- -----------------------------------------------------------------------------
<PAGE>
                   (1)   To file, during any period in which offers or
         sales are being made, a post- effective amendment to this
         registration statement:

                         (i)    To include any prospectus required by
             section 10(a)(3) of the Securities Act of 1933;

                         (ii)   To reflect in the prospectus any facts or
             events arising after the effective date of the
             registration statement (or the most recent post-effective
             amendment thereof) which, individually or in the
             aggregate, represent a fundamental change in the
             information set forth in the registration statement;

                         (iii)   To include any material information
             with respect to the plan of distribution not previously
             disclosed in the registration statement or any material
             change to such information in the registration statement;

                         Provided, however, that paragraphs (a)(1)(i)
             and (a)(1)(ii) do not apply if the information required
             to be included in a post-effective amendment by those
             paragraphs is contained in periodic reports filed by
             Registrant pursuant  to section 13 or section 15(d) of
             the Securities Exchange Act of 1934 that are incorporated
             by reference in the registration statement.

             (2)   That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective
         amendment shall be deemed to be a new registration statement
         relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

             (3)   To remove from registration by means of a post-
         effective amendment any of the securities being registered
         which remain unsold at the termination of the offering.
 
         (b)       The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act
of 1933, each filing of Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (c)       Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of Registrant pursuant to the
foregoing provisions, or otherwise, Registrant has been advised
that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim
for indemnification against such liabilities (other than the
payment by Registrant of expenses incurred or paid by a director,
officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the

                                - 4 -
- -----------------------------------------------------------------------------
<PAGE>
securities being registered, Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                             SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933,
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on October 25, 1994.

                                            CALMAT CO.



                                            By /s/ A. Frederick Gerstell   
                                           
                                                A. Frederick Gerstell
                                                Chairman of the Board,
                                                President, Chief Executive
                                                Officer and Chief Operating
                                                Officer


         Pursuant to the requirement of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in 
the capacities and on the date indicated.


         Signature                    Title                           Date



/s/ A. Frederick Gerstell       Chairman of the Board,         October 25, 1994
   A. Frederick Gerstell        President, Chief Executive
                                Officer and Chief Operating
                                Officer and Director      


/s/ H. James Gallagher          Executive Vice President -     October 25, 1994
   H. James Gallagher           Finance, Chief Financial       
                                Officer


/s/ Edward J. Kelly             Senior Vice President -        October 25, 1994
   Edward J. Kelly              Treasurer, and Chief 
                                Accounting Officer       

                                 - 5 -
- -----------------------------------------------------------------------------
<PAGE>
   
/s/ John C. Argue               Director                       October 25, 1994
   John C. Argue


/s/ Harry M. Conger             Director                       October 25, 1994
   Harry M. Conger


/s/ Rayburn S. Dezember         Director                       October 25, 1994
   Rayburn S. Dezember


/s/ Richard A. Grant, Jr.       Director                       October 25, 1994
   Richard A. Grant, Jr.


/s/ Grover R. Heyler            Director                       October 25, 1994
   Grover R. Heyler


/s/ William T. Huston           Director                       October 25, 1994
   William T. Huston


/s/ William Jenkins             Director                       October 25, 1994
   William Jenkins      


/s/ Thomas L. Lee               Director                       October 25, 1994
   Thomas L. Lee    


/s/ Thomas M. Linden            Director                       October 25, 1994
   Thomas M. Linden     


/s/ Stuart T. Peeler            Director                       October 25, 1994
   Stuart T. Peeler 

                                - 6 -<PAGE>
- ------------------------------------------------------------------------------
<PAGE>
                             EXHIBIT INDEX


Exhibit
Number                                                                     Page

Exhibit 4.1    Amended and Restated 1993 Stock Option Plan for Officers,    N/A
               Directors and Key Employees of CalMat Co. (the "Plan"), 
               filed as Exhibit "A" to the Company's Definitive Proxy 
               Statement filed with the Commission on March 16, 1994, 
               and mailed to the Company's stockholders on March 17, 1994, 
               is incorporated herein by reference


Exhibit 4.2    Form of Director's Stock Option Agreement                     8


Exhibit 4.3    Form of Incentive Stock Option Agreement (for employees)     18


Exhibit 5      Opinion of Paul Stanford, Esq. regarding legality of         30 
               the Common Stock being registered 


Exhibit 23.1   Consent of Coopers & Lybrand                                 31


Exhibit 23.2   Consent of Paul Stanford, Esq. (included in Exhibit 5)       N/A

                                - 7 -
- -----------------------------------------------------------------------------
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15702}]
{"company-data": {"conformed-name": "CALMAT CO", "cik": "0000023533", "assigned-sic": "1400", "irs-number": "950645790", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56301", "film-number": "94557426"}, "business-address": {"street1": "3200 SAN FERNANDO RD", "city": "LOS ANGELES", "state": "CA", "zip": "90065", "phone": "2132582777"}, "former-company": [{"former-conformed-name": "CONROCK CO", "date-changed": "19840712"}, {"former-conformed-name": "CONSOLIDATED ROCK PRODUCTS CO", "date-changed": "19720915"}]}
As filed with the Securities and Exchange Commission on          
  

                                                   Registration No. 33-        
=============================================================================
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                  ______________
                                     FORM S-8
                              Registration  Statement
                                       Under
                            The Securities Act of 1933
                                  ______________
                                    CALMAT CO.
              (Exact name of registrant as specified in its charter)

               Delaware                             95-0645790
       (State of Incorporation)       (I.R.S. Employer Identification No.)

                              3200 San Fernando Road
                          Los Angeles, California  90065
                     (Address of principal executive offices)
                                  ______________

             AMENDED AND RESTATED 1993 STOCK OPTION PLAN FOR OFFICERS,
                     DIRECTORS AND KEY EMPLOYEES OF CALMAT CO.
                             (Full title of the plan)
                                  ______________
                                   Paul Stanford
                      Senior Vice President, Administration,
                           General Counsel and Secretary
                               Post Office Box 2950
                          Los Angeles, California  90051
                      (Name and address of agent for service)
                                  (213) 258-2777
           (Telephone number, including area code, of agent for service)
                                  ______________
=============================================================================
                          CALCULATION OF REGISTRATION FEE
=============================================================================
Title of Each      Amount of          Proposed         Proposed       Amount of
Class of           Shares             Maximum          Maximum        Registra-
Securities to      to be              Offering         Aggregate      tion Fee
be Registered      Registered         Price Per        Offering
                                      Share            Price
=============================================================================
Common Stock, 
Par Value $1.00
per share ....     900,000            $20.25(1)      $18,225,000      $6,284.53
=============================================================================

(1)   For purposes of computing the registration fee (pursuant to Rule 457(h) 
      only, the price is based on the average of the high and low prices of 
      the Common Stock on the New York Stock Exchange on October 17, 1994.
=============================================================================

                     Exhibit Index appears on page 7
- -----------------------------------------------------------------------------
PART I

Item 1.      Plan Information
         
             Not required to be filed with this Registration
             Statement.

Item 2.      Registrant Information and Employee Plan Annual Information

             Not required to be filed with this Registration
             Statement.

                               PART II

Item 3.      Incorporation of Documents by Reference

             The following documents filed by Registrant with the Commission 
are incorporated herein by reference:

         (a)       Registrant's Annual Report on Form 10-K for the fiscal 
year ended December 31, 1993;

         (b)       Registrant's definitive Proxy Statement filed with the 
Commission on March 16, 1994, and mailed to Registrant's stockholders on 
March 17, 1994. 

         (c)       Registrant's Quarterly Report on Form 10-Q for the 
quarterly period ended March 31, 1994. 

         (d)       Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1994.

         (e)       All other of Registrant's reports filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 since
Deember 31, 1993.

         (f)       The description of Registrant's Common Stock
contained in Registrant's Registration Statement on Form S-14 filed
with the Commission on May 24, 1984, (File No. 2-91323), including
any amendment or report filed for the purpose of updating such
description.

         All documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, after the date hereof and prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of
the filing of such documents.

                                 - 2 -
- -----------------------------------------------------------------------------
Item 4.      Description of Securities

             Not applicable.

Item 5.      Interest of Named Experts and Counsel

             Paul Stanford, Senior Vice President, Administration,
General Counsel and Secretary of Registrant, may be granted an
unspecified number of options to purchase shares under the Plan in
the future.

Item 6.      Indemnification of Directors and Officers

             Registrant's Restated Certificate of Incorporation
eliminates officers' and directors' liability for monetary damages
for breaches of their fiduciary duty of care, subject to certain
exceptions.  In addition, Registrant's Restated Certificate of
Incorporation contains a provision requiring that the Company
indemnify its officers and directors to the fullest extent provided
by law.  Registrant's By-Laws contain a section which reflects the
current provisions of Section 145 of the General Corporation Law of
Delaware.  Section 145 of the Delaware General Corporation Law
provides, in general, that a Delaware corporation shall have power
to indemnify directors or officers against certain expenses,
judgements, fines and settlements incurred in connection with the
defense of certain actions to which they are parties by reason of
being or having been directors or officers.

             Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
or persons controlling Registrant pursuant to the foregoing
provisions, Registrant has been informed that, in the opinion of
the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.

Item 7.      Exemption from Registration Claimed

             Not applicable.

Item 8.      Exhibits

             A list of the exhibits filed with this Registration
Statement on Form S-8 is set forth in the Exhibit Index on Page 7,
and is incorporated herein by reference.

Item 9. Undertakings

         (a)       The undersigned Registrant hereby undertakes:

                                  - 3 -
- -----------------------------------------------------------------------------
(1)   To file, during any period in which offers or
         sales are being made, a post- effective amendment to this
         registration statement:

                         (i)    To include any prospectus required by
             section 10(a)(3) of the Securities Act of 1933;

                         (ii)   To reflect in the prospectus any facts or
             events arising after the effective date of the
             registration statement (or the most recent post-effective
             amendment thereof) which, individually or in the
             aggregate, represent a fundamental change in the
             information set forth in the registration statement;

                         (iii)   To include any material information
             with respect to the plan of distribution not previously
             disclosed in the registration statement or any material
             change to such information in the registration statement;

                         Provided, however, that paragraphs (a)(1)(i)
             and (a)(1)(ii) do not apply if the information required
             to be included in a post-effective amendment by those
             paragraphs is contained in periodic reports filed by
             Registrant pursuant  to section 13 or section 15(d) of
             the Securities Exchange Act of 1934 that are incorporated
             by reference in the registration statement.

             (2)   That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective
         amendment shall be deemed to be a new registration statement
         relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

             (3)   To remove from registration by means of a post-
         effective amendment any of the securities being registered
         which remain unsold at the termination of the offering.
 
         (b)       The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act
of 1933, each filing of Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (c)       Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of Registrant pursuant to the
foregoing provisions, or otherwise, Registrant has been advised
that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim
for indemnification against such liabilities (other than the
payment by Registrant of expenses incurred or paid by a director,
officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the

                                - 4 -
- -----------------------------------------------------------------------------
securities being registered, Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                             SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933,
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on October 25, 1994.

                                            CALMAT CO.

                                            By /s/ A. Frederick Gerstell   
                                           
                                                A. Frederick Gerstell
                                                Chairman of the Board,
                                                President, Chief Executive
                                                Officer and Chief Operating
                                                Officer

         Pursuant to the requirement of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in 
the capacities and on the date indicated.

         Signature                    Title                           Date

/s/ A. Frederick Gerstell       Chairman of the Board,         October 25, 1994
   A. Frederick Gerstell        President, Chief Executive
                                Officer and Chief Operating
                                Officer and Director      

/s/ H. James Gallagher          Executive Vice President -     October 25, 1994
   H. James Gallagher           Finance, Chief Financial       
                                Officer

/s/ Edward J. Kelly             Senior Vice President -        October 25, 1994
   Edward J. Kelly              Treasurer, and Chief 
                                Accounting Officer       

                                 - 5 -
- -----------------------------------------------------------------------------
/s/ John C. Argue               Director                       October 25, 1994
   John C. Argue

/s/ Harry M. Conger             Director                       October 25, 1994
   Harry M. Conger

/s/ Rayburn S. Dezember         Director                       October 25, 1994
   Rayburn S. Dezember

/s/ Richard A. Grant, Jr.       Director                       October 25, 1994
   Richard A. Grant, Jr.

/s/ Grover R. Heyler            Director                       October 25, 1994
   Grover R. Heyler

/s/ William T. Huston           Director                       October 25, 1994
   William T. Huston

/s/ William Jenkins             Director                       October 25, 1994
   William Jenkins      

/s/ Thomas L. Lee               Director                       October 25, 1994
   Thomas L. Lee    

/s/ Thomas M. Linden            Director                       October 25, 1994
   Thomas M. Linden     

/s/ Stuart T. Peeler            Director                       October 25, 1994
   Stuart T. Peeler 

                                - 6 -
- ------------------------------------------------------------------------------
EXHIBIT INDEX

Exhibit
Number                                                                     Page

Exhibit 4.1    Amended and Restated 1993 Stock Option Plan for Officers,    N/A
               Directors and Key Employees of CalMat Co. (the "Plan"), 
               filed as Exhibit "A" to the Company's Definitive Proxy 
               Statement filed with the Commission on March 16, 1994, 
               and mailed to the Company's stockholders on March 17, 1994, 
               is incorporated herein by reference

Exhibit 4.2    Form of Director's Stock Option Agreement                     8

Exhibit 4.3    Form of Incentive Stock Option Agreement (for employees)     18

Exhibit 5      Opinion of Paul Stanford, Esq. regarding legality of         30 
               the Common Stock being registered 

Exhibit 23.1   Consent of Coopers & Lybrand                                 31

Exhibit 23.2   Consent of Paul Stanford, Esq. (included in Exhibit 5)       N/A

                                - 7 -
- -----------------------------------------------------------------------------