<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 2001
                                                   REGISTRATION NO. 333-________

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

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                            ________________________

                              U.S. CONCRETE, INC.
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                  <C>                                               <C>
       DELAWARE                                 2925 BRIARPARK, SUITE 500                       76-0586680
(State or other jurisdiction of                      HOUSTON, TEXAS                           (I.R.S. Employer
incorporation or organization)          (Address of Principal Executive Offices)             Identification No.)
                                                         77042
                                                       (Zip Code)
</TABLE>
-------------------------------------------------------------------------------
              2001 EMPLOYEE INCENTIVE PLAN OF U.S. CONCRETE, INC.
                           (Full title of the plan)
-------------------------------------------------------------------------------

                              EUGENE P. MARTINEAU
                            CHIEF EXECUTIVE OFFICER
                              U.S. CONCRETE, INC.
                           2925 BRIARPARK, SUITE 500
                             HOUSTON, TEXAS  77042
                    (Name and address of agent for service)

                                 (713) 499-6200
                              FAX:  (713) 499-6201
                    (Telephone number, including area code,
                             of agent for service)

                                    copy to:
                               TED W. PARIS, ESQ.
                               BAKER BOTTS L.L.P.
                              3000 ONE SHELL PLAZA
                           HOUSTON, TEXAS 77002-4995
                                 (713) 229-1234
                              FAX: (713) 229-1522

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
          Title of                   Amount              Proposed Maximum         Proposed Maximum         Amount of
      Securities to be                to be             Offering Price Per       Aggregate Offering       Registration
         Registered                Registered                Share(1)                 Price(1)                Fee
------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                   <C>                        <C>                     <C>
Common Stock (par value
 $.001 per share)(2)........         1,100,000                  $7.97                 $8,767,000             $2,191.75
========================================================================================================================
</TABLE>

 (1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
     calculating the registration fee and based on the average of the high and
     low sales price of the shares of Common Stock of U.S. Concrete, Inc. quoted
     on the Nasdaq National Market on May 7, 2001.
 (2) Includes the associated rights to purchase preferred stock.
<PAGE>

                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

  Note:  The document(s) containing the employee benefit plan information
required by Item 1 of Form S-8 and the statement of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act").  In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act.  The registrant will maintain a file of such
documents in accordance with the provisions of Rule 428.  Upon request, the
registrant will furnish to the SEC or its staff a copy or copies of all of the
documents included in that file.
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

  This Registration Statement incorporates herein by reference the following
documents, which have been filed with the SEC by U.S. Concrete, Inc., a Delaware
corporation, pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"):

          1.  U.S. Concrete's Annual Report on Form 10-K for the year ended
     December 31, 2000;

          2.  The description of U.S. Concrete's Common Stock, par value $.001
     per share ("Common Stock"), contained in U.S. Concrete's Registration
     Statement on Form 8-A, as filed with the SEC on May 11, 1999; and

          3.  The description of the Rights to Purchase Series A Junior
     Participating Preferred Stock of U.S. Concrete contained in U.S. Concrete's
     Registration Statement on Form 8-A, as filed with the SEC on May 11, 1999.

  Each document filed by U.S. Concrete pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered pursuant to this Registration Statement 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 hereof
from the date of filing such documents.

  Any statement incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

 Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

 Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Delaware General Corporation Law

  Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director or officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.  The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by that person in connection with such action,
suit or proceeding, provided that such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
A Delaware corporation may indemnify directors, officers, employees and others
in an action by or in the

                                     II-1
<PAGE>

right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the person to be
indemnified has been adjudged to be liable to the corporation. Where a director
or officer is successful on the merits or otherwise in the defense of any action
referred to above or in defense of any claim, issue or matter therein, the
corporation must indemnify that director or officer against the expenses
(including attorneys' fees) which he or she actually and reasonably incurred in
connection therewith.

  Section 102(b)(7) of the DGCL provides that a certificate of incorporation may
contain a provision eliminating or limiting the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that such provision shall not eliminate
or limit the liability of a director (1) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (2) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (3) under Section 174 of the DGCL or (4) for any transaction from which the
director derived an improper personal benefit.

Certificate of Incorporation and Bylaws

 Article Seventh of U.S. Concrete's restated certificate of incorporation states
that:

          No director of the Corporation shall be personally liable to the
     Corporation or its stockholders of monetary damages for breach of fiduciary
     duty by such director as a director; provided, however, that this Article
     Eighth shall not eliminate or limit the liability of a director to the
     extent provided by applicable law (1) for any breach of the director's duty
     of loyalty to the Corporation or its stockholders, (2) for acts or
     omissions not in good faith or which involve intentional misconduct or a
     knowing violation of law, (3) under Section 174 of the DGCL or (4) for any
     transaction from which the director derived an improper personal benefit.
     No amendment to or repeal of this Article Eighth shall apply to, or have
     any effect on, the liability or alleged liability of any director of the
     Corporation for or with respect to any acts or omissions of such director
     occurring prior to such amendment or repeal.  If the DGCL is amended to
     authorize corporate action further eliminating or limiting the personal
     liability of directors, then the liability of a director of the Corporation
     shall be eliminated or limited to the fullest extent permitted by the DGCL,
     as so amended.

  In addition, Article VI of U.S. Concrete's amended and restated bylaws further
provides that U.S. Concrete shall indemnify its officers, directors and
employees to the fullest extent permitted by applicable law.

Indemnification Agreements and Insurance

  U.S. Concrete has entered into indemnification agreements with each of its
executive officers and directors.  These indemnification agreements generally
provide U.S. Concrete's directors and executive officers with contractual rights
of indemnification to the same extent provided by Section 145 of the Delaware
General Corporation Law and Article VI of U.S. Concrete's amended and restated
bylaws.

  Agreements U.S. Concrete may enter into with underwriters, dealers and agents
who participate in the distribution of U.S. concrete's securities may contain
provisions relating to the indemnification of U.S. Concrete's officers and
directors.

  U.S. Concrete also maintains directors' and officers' liability insurance for
its directors and officers that protects them from certain losses arising from
claims or charges made against them in their capacities as directors or officers
of U.S. Concrete.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

 Not Applicable.

                                     II-2
<PAGE>

ITEM 8.      EXHIBITS

  The following documents are filed as a part of this registration statement or
incorporated by reference herein:

 Exhibit
   No.                                   Description
      4.1*   --      Restated Certificate of Incorporation of U.S. Concrete
                     (incorporated by reference to Exhibit 3.1 to U.S.
                     Concrete's Registration Statement on Form S-1 (Registration
                     No. 333-74855)).

      4.2*   --      Amended and Restated Bylaws of U.S. Concrete (incorporated
                     by reference to Exhibit 3.2 to U.S. Concrete's Form 10-Q
                     for the quarter ended September 30, 2000 (File No. 000-
                     26025)).

      4.3*   --      Form of Certificate representing Common Stock of U.S.
                     Concrete (incorporated by reference to Exhibit 4.1 to U.S.
                     Concrete's Registration Statement on Form S-1 (Registration
                     No. 333-74855)).

      4.4*   --      Rights Agreement by and between U.S. Concrete and American
                     Stock Transfer & Trust Company, including the form of
                     Rights Certificate attached as Exhibit B thereto
                     (incorporated by reference to Exhibit 4.4 to U.S.
                     Concrete's Registration Statement on Form S-1 (Registration
                     No. 333-74855)).

      4.5*   --      Certificate of Designations of Series A Junior
                     Participating Preferred Stock of U.S. Concrete
                     (incorporated by reference to Exhibit 4.5 to U.S.
                     Concrete's Registration Statement on Form S-3 (Registration
                     No. 333-42860)).

       4.6   --      2001 Employee Incentive Plan of U.S. Concrete, Inc.

       5.1   --      Opinion of Baker Botts L.L.P.

      23.1   --      Consent of Arthur Andersen LLP.

      23.2   --      Consent of Baker Botts L.L.P. (included in Exhibit 5.1).

      24.1   --      Powers of Attorney (included on the signature pages
                     hereof).

__________________

* Incorporated herein by reference as indicated.

                                     II-3
<PAGE>

ITEM 9.  UNDERTAKINGS

 (a) The undersigned registrant hereby undertakes:

    (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;

          (ii) To reflect in the prospectus any facts or events arising after
    the effective date of this 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 this
    Registration Statement.  Notwithstanding the foregoing, any increase or
    decrease in volume of securities offered (if the total dollar value of
    securities offered would not exceed that which was registered) and any
    deviation from the low or high end of the estimated maximum offering range
    may be reflected in the form of prospectus filed with the Securities and
    Exchange Commission Commission pursuant to Rule 424(b) under the Securities
    Act if, in the aggregate, the changes in volume and price represent no more
    than a 20% change in the maximum aggregate offering price set forth in the
    "Calculation of Registration Fee" table in the effective registration
    statement; and

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

 provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
 (a)(1)(ii) above 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 the registrant pursuant to Section 13 or Section 15(d) of the Exchange
 Act that are incorporated by reference in this Registration Statement.

    (2) That, for the purpose of determining any liability under the Securities
 Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the 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
Securities Act and will be governed by the final adjudication of such issue.

                                     II-4
<PAGE>

                                   SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the 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 Houston, State of Texas, on the 10th day of May,
2001.

                              U.S. CONCRETE, INC.



                              By:  /s/ Eugene P. Martineau
                                   -------------------------------------
                                   Eugene P. Martineau
                                   President and Chief Executive Officer

                               POWER OF ATTORNEY

  Each person whose signature appears below hereby constitutes and appoints
Eugene P. Martineau, Michael W. Harlan and Donald C. Wayne, and each of them,
each of whom may act without the joinder of the others, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this registration statement and to file the same, with all exhibits thereto
and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing appropriate or
necessary to be done, as fully and for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them or their substitutes, may lawfully do or cause to
be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 10th day of May, 2001.


Signature                                              Title




   /s/ Eugene P. Martineau                 President and Chief Executive Officer
-------------------------------------      and Director (Principal Executive
   Eugene P. Martineau                     Officer)


   /s/ Michael W. Harlan                   Senior Vice President and
-------------------------------------      Chief Financial Officer and Director
   Michael W. Harlan                       (Principal Financial Officer)


   /s/ Charles W. Sommer                   Vice President and Controller
-------------------------------------      (Principal Accounting Officer)
   Charles W. Sommer

                                     II-5
<PAGE>

   /s/ Vincent D. Foster                   Director
------------------------------------
   Vincent D. Foster


   /s/ John R. Colson                      Director
------------------------------------
   John R. Colson


   /s/ Peter T. Dameris                    Director
------------------------------------
   Peter T. Dameris


   /s/ William T. Albanese                 Director
------------------------------------
   William T. Albanese


   /s/ Michael D. Mitschele                Director
------------------------------------
   Michael D. Mitschele


   /s/ Murray S. Simpson                   Director
------------------------------------
   Murray S. Simpson


   /s/ Neil J. Vannucci                    Director
------------------------------------
   Neil J. Vannucci


   /s/ Robert S. Walker                    Director
------------------------------------
   Robert S. Walker

                                     II-6
<PAGE>

                                 EXHIBIT INDEX


 Exhibit
   No.                               Description
----------                           -----------

  4.1*   --      Restated Certificate of Incorporation of U.S. Concrete
                 (incorporated by reference to Exhibit 3.1 to U.S. Concrete's
                 Registration Statement on Form S-1 (Registration No. 333-
                 74855)).

  4.2*   --      Amended and Restated Bylaws of U.S. Concrete (incorporated by
                 reference to Exhibit 3.2 to U.S. Concrete's Form 10-Q for the
                 quarter ended September 30, 2000 (File No. 000-26025)).

  4.3*   --      Form of Certificate representing Common Stock of U.S. Concrete
                 (incorporated by reference to Exhibit 4.1 to U.S. Concrete's
                 Registration Statement on Form S-1 (Registration No. 333-
                 74855)).

  4.4*   --      Rights Agreement by and between U.S. Concrete and American
                 Stock Transfer & Trust Company, including the form of Rights
                 Certificate attached as Exhibit B thereto (incorporated by
                 reference to Exhibit 4.4 to U.S. Concrete's Registration
                 Statement on Form S-1 (Registration No. 333-74855)).

  4.5*   --      Certificate of Designations of Series A Junior Participating
                 Preferred Stock of U.S. Concrete (incorporated by reference to
                 Exhibit 4.5 to U.S. Concrete's Registration Statement on Form
                 S-3 (Registration No. 333-42860)).

   4.6   --      2001 Employee Incentive Plan of U.S. Concrete, Inc.

   5.1   --      Opinion of Baker Botts L.L.P.

  23.1   --      Consent of Arthur Andersen LLP.

  23.2   --      Consent of Baker Botts L.L.P. (included in Exhibit 5.1).

  24.1   --      Powers of Attorney (included on the signature pages hereof)

_____________________

*      Incorporated herein by reference as indicated.

                                     II-7
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "2001 EMPLOYEE INCENTIVE PLAN", "secsgml_size_bytes": 24210}]
{"company-data": {"conformed-name": "US CONCRETE INC", "cik": "0001073429", "assigned-sic": "3272", "irs-number": "760588680", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60710", "film-number": "1629993"}, "business-address": {"street1": "1360 POST OAK BLVD", "street2": "SUITE 800", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "7133506000"}, "mail-address": {"street1": "1360 POST OAK BLVD", "street2": "SUITE 800", "city": "HOUSTON", "state": "TX", "zip": "77056"}, "former-company": {"former-conformed-name": "RMX INDUSTRIES INC", "date-changed": "19981113"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 2001
                                                   REGISTRATION NO. 333-________

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

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                            ________________________

                              U.S. CONCRETE, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                 2925 BRIARPARK, SUITE 500                       76-0586680
(State or other jurisdiction of                      HOUSTON, TEXAS                           (I.R.S. Employer
incorporation or organization)          (Address of Principal Executive Offices)             Identification No.)
                                                         77042
                                                       (Zip Code)
-------------------------------------------------------------------------------
              2001 EMPLOYEE INCENTIVE PLAN OF U.S. CONCRETE, INC.
                           (Full title of the plan)
-------------------------------------------------------------------------------

                              EUGENE P. MARTINEAU
                            CHIEF EXECUTIVE OFFICER
                              U.S. CONCRETE, INC.
                           2925 BRIARPARK, SUITE 500
                             HOUSTON, TEXAS  77042
                    (Name and address of agent for service)

                                 (713) 499-6200
                              FAX:  (713) 499-6201
                    (Telephone number, including area code,
                             of agent for service)

                                    copy to:
                               TED W. PARIS, ESQ.
                               BAKER BOTTS L.L.P.
                              3000 ONE SHELL PLAZA
                           HOUSTON, TEXAS 77002-4995
                                 (713) 229-1234
                              FAX: (713) 229-1522

                        CALCULATION OF REGISTRATION FEE
Title of                   Amount              Proposed Maximum         Proposed Maximum         Amount of
      Securities to be                to be             Offering Price Per       Aggregate Offering       Registration
         Registered                Registered                Share(1)                 Price(1)                Fee
------------------------------------------------------------------------------------------------------------------------
Common Stock (par value
 $.001 per share)(2)........         1,100,000                  $7.97                 $8,767,000             $2,191.75
========================================================================================================================
(1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
     calculating the registration fee and based on the average of the high and
     low sales price of the shares of Common Stock of U.S. Concrete, Inc. quoted
     on the Nasdaq National Market on May 7, 2001.
 (2) Includes the associated rights to purchase preferred stock.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

  Note:  The document(s) containing the employee benefit plan information
required by Item 1 of Form S-8 and the statement of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act").  In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act.  The registrant will maintain a file of such
documents in accordance with the provisions of Rule 428.  Upon request, the
registrant will furnish to the SEC or its staff a copy or copies of all of the
documents included in that file.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

  This Registration Statement incorporates herein by reference the following
documents, which have been filed with the SEC by U.S. Concrete, Inc., a Delaware
corporation, pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"):

          1.  U.S. Concrete's Annual Report on Form 10-K for the year ended
     December 31, 2000;

          2.  The description of U.S. Concrete's Common Stock, par value $.001
     per share ("Common Stock"), contained in U.S. Concrete's Registration
     Statement on Form 8-A, as filed with the SEC on May 11, 1999; and

          3.  The description of the Rights to Purchase Series A Junior
     Participating Preferred Stock of U.S. Concrete contained in U.S. Concrete's
     Registration Statement on Form 8-A, as filed with the SEC on May 11, 1999.

  Each document filed by U.S. Concrete pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered pursuant to this Registration Statement 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 hereof
from the date of filing such documents.

  Any statement incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

 Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

 Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Delaware General Corporation Law

  Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director or officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.  The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by that person in connection with such action,
suit or proceeding, provided that such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
A Delaware corporation may indemnify directors, officers, employees and others
in an action by or in the

                                     II-1
right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the person to be
indemnified has been adjudged to be liable to the corporation. Where a director
or officer is successful on the merits or otherwise in the defense of any action
referred to above or in defense of any claim, issue or matter therein, the
corporation must indemnify that director or officer against the expenses
(including attorneys' fees) which he or she actually and reasonably incurred in
connection therewith.

  Section 102(b)(7) of the DGCL provides that a certificate of incorporation may
contain a provision eliminating or limiting the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that such provision shall not eliminate
or limit the liability of a director (1) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (2) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (3) under Section 174 of the DGCL or (4) for any transaction from which the
director derived an improper personal benefit.

Certificate of Incorporation and Bylaws

 Article Seventh of U.S. Concrete's restated certificate of incorporation states
that:

          No director of the Corporation shall be personally liable to the
     Corporation or its stockholders of monetary damages for breach of fiduciary
     duty by such director as a director; provided, however, that this Article
     Eighth shall not eliminate or limit the liability of a director to the
     extent provided by applicable law (1) for any breach of the director's duty
     of loyalty to the Corporation or its stockholders, (2) for acts or
     omissions not in good faith or which involve intentional misconduct or a
     knowing violation of law, (3) under Section 174 of the DGCL or (4) for any
     transaction from which the director derived an improper personal benefit.
     No amendment to or repeal of this Article Eighth shall apply to, or have
     any effect on, the liability or alleged liability of any director of the
     Corporation for or with respect to any acts or omissions of such director
     occurring prior to such amendment or repeal.  If the DGCL is amended to
     authorize corporate action further eliminating or limiting the personal
     liability of directors, then the liability of a director of the Corporation
     shall be eliminated or limited to the fullest extent permitted by the DGCL,
     as so amended.

  In addition, Article VI of U.S. Concrete's amended and restated bylaws further
provides that U.S. Concrete shall indemnify its officers, directors and
employees to the fullest extent permitted by applicable law.

Indemnification Agreements and Insurance

  U.S. Concrete has entered into indemnification agreements with each of its
executive officers and directors.  These indemnification agreements generally
provide U.S. Concrete's directors and executive officers with contractual rights
of indemnification to the same extent provided by Section 145 of the Delaware
General Corporation Law and Article VI of U.S. Concrete's amended and restated
bylaws.

  Agreements U.S. Concrete may enter into with underwriters, dealers and agents
who participate in the distribution of U.S. concrete's securities may contain
provisions relating to the indemnification of U.S. Concrete's officers and
directors.

  U.S. Concrete also maintains directors' and officers' liability insurance for
its directors and officers that protects them from certain losses arising from
claims or charges made against them in their capacities as directors or officers
of U.S. Concrete.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

 Not Applicable.

                                     II-2
ITEM 8.      EXHIBITS

  The following documents are filed as a part of this registration statement or
incorporated by reference herein:

 Exhibit
   No.                                   Description
      4.1*   --      Restated Certificate of Incorporation of U.S. Concrete
                     (incorporated by reference to Exhibit 3.1 to U.S.
                     Concrete's Registration Statement on Form S-1 (Registration
                     No. 333-74855)).

      4.2*   --      Amended and Restated Bylaws of U.S. Concrete (incorporated
                     by reference to Exhibit 3.2 to U.S. Concrete's Form 10-Q
                     for the quarter ended September 30, 2000 (File No. 000-
                     26025)).

      4.3*   --      Form of Certificate representing Common Stock of U.S.
                     Concrete (incorporated by reference to Exhibit 4.1 to U.S.
                     Concrete's Registration Statement on Form S-1 (Registration
                     No. 333-74855)).

      4.4*   --      Rights Agreement by and between U.S. Concrete and American
                     Stock Transfer & Trust Company, including the form of
                     Rights Certificate attached as Exhibit B thereto
                     (incorporated by reference to Exhibit 4.4 to U.S.
                     Concrete's Registration Statement on Form S-1 (Registration
                     No. 333-74855)).

      4.5*   --      Certificate of Designations of Series A Junior
                     Participating Preferred Stock of U.S. Concrete
                     (incorporated by reference to Exhibit 4.5 to U.S.
                     Concrete's Registration Statement on Form S-3 (Registration
                     No. 333-42860)).

       4.6   --      2001 Employee Incentive Plan of U.S. Concrete, Inc.

       5.1   --      Opinion of Baker Botts L.L.P.

      23.1   --      Consent of Arthur Andersen LLP.

      23.2   --      Consent of Baker Botts L.L.P. (included in Exhibit 5.1).

      24.1   --      Powers of Attorney (included on the signature pages
                     hereof).

__________________

* Incorporated herein by reference as indicated.

                                     II-3
ITEM 9.  UNDERTAKINGS

 (a) The undersigned registrant hereby undertakes:

    (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;

          (ii) To reflect in the prospectus any facts or events arising after
    the effective date of this 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 this
    Registration Statement.  Notwithstanding the foregoing, any increase or
    decrease in volume of securities offered (if the total dollar value of
    securities offered would not exceed that which was registered) and any
    deviation from the low or high end of the estimated maximum offering range
    may be reflected in the form of prospectus filed with the Securities and
    Exchange Commission Commission pursuant to Rule 424(b) under the Securities
    Act if, in the aggregate, the changes in volume and price represent no more
    than a 20% change in the maximum aggregate offering price set forth in the
    "Calculation of Registration Fee" table in the effective registration
    statement; and

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

 provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
 (a)(1)(ii) above 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 the registrant pursuant to Section 13 or Section 15(d) of the Exchange
 Act that are incorporated by reference in this Registration Statement.

    (2) That, for the purpose of determining any liability under the Securities
 Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the 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
Securities Act and will be governed by the final adjudication of such issue.

                                     II-4
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the 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 Houston, State of Texas, on the 10th day of May,
2001.

                              U.S. CONCRETE, INC.

                              By:  /s/ Eugene P. Martineau
                                   -------------------------------------
                                   Eugene P. Martineau
                                   President and Chief Executive Officer

                               POWER OF ATTORNEY

  Each person whose signature appears below hereby constitutes and appoints
Eugene P. Martineau, Michael W. Harlan and Donald C. Wayne, and each of them,
each of whom may act without the joinder of the others, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this registration statement and to file the same, with all exhibits thereto
and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing appropriate or
necessary to be done, as fully and for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them or their substitutes, may lawfully do or cause to
be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 10th day of May, 2001.

Signature                                              Title

   /s/ Eugene P. Martineau                 President and Chief Executive Officer
-------------------------------------      and Director (Principal Executive
   Eugene P. Martineau                     Officer)

   /s/ Michael W. Harlan                   Senior Vice President and
-------------------------------------      Chief Financial Officer and Director
   Michael W. Harlan                       (Principal Financial Officer)

   /s/ Charles W. Sommer                   Vice President and Controller
-------------------------------------      (Principal Accounting Officer)
   Charles W. Sommer

                                     II-5
/s/ Vincent D. Foster                   Director
------------------------------------
   Vincent D. Foster

   /s/ John R. Colson                      Director
------------------------------------
   John R. Colson

   /s/ Peter T. Dameris                    Director
------------------------------------
   Peter T. Dameris

   /s/ William T. Albanese                 Director
------------------------------------
   William T. Albanese

   /s/ Michael D. Mitschele                Director
------------------------------------
   Michael D. Mitschele

   /s/ Murray S. Simpson                   Director
------------------------------------
   Murray S. Simpson

   /s/ Neil J. Vannucci                    Director
------------------------------------
   Neil J. Vannucci

   /s/ Robert S. Walker                    Director
------------------------------------
   Robert S. Walker

                                     II-6
EXHIBIT INDEX

 Exhibit
   No.                               Description
----------                           -----------

  4.1*   --      Restated Certificate of Incorporation of U.S. Concrete
                 (incorporated by reference to Exhibit 3.1 to U.S. Concrete's
                 Registration Statement on Form S-1 (Registration No. 333-
                 74855)).

  4.2*   --      Amended and Restated Bylaws of U.S. Concrete (incorporated by
                 reference to Exhibit 3.2 to U.S. Concrete's Form 10-Q for the
                 quarter ended September 30, 2000 (File No. 000-26025)).

  4.3*   --      Form of Certificate representing Common Stock of U.S. Concrete
                 (incorporated by reference to Exhibit 4.1 to U.S. Concrete's
                 Registration Statement on Form S-1 (Registration No. 333-
                 74855)).

  4.4*   --      Rights Agreement by and between U.S. Concrete and American
                 Stock Transfer & Trust Company, including the form of Rights
                 Certificate attached as Exhibit B thereto (incorporated by
                 reference to Exhibit 4.4 to U.S. Concrete's Registration
                 Statement on Form S-1 (Registration No. 333-74855)).

  4.5*   --      Certificate of Designations of Series A Junior Participating
                 Preferred Stock of U.S. Concrete (incorporated by reference to
                 Exhibit 4.5 to U.S. Concrete's Registration Statement on Form
                 S-3 (Registration No. 333-42860)).

   4.6   --      2001 Employee Incentive Plan of U.S. Concrete, Inc.

   5.1   --      Opinion of Baker Botts L.L.P.

  23.1   --      Consent of Arthur Andersen LLP.

  23.2   --      Consent of Baker Botts L.L.P. (included in Exhibit 5.1).

  24.1   --      Powers of Attorney (included on the signature pages hereof)

_____________________

*      Incorporated herein by reference as indicated.

                                     II-7