

                 DIRECTOR STOCK OPTION AGREEMENT


          THIS AGREEMENT, dated as of __________________, is made
by and between CalMat Co., a Delaware corporation, hereinafter
referred to as "Company," and __________, a director of the
Company, hereinafter referred to as "Director";

          WHEREAS, the Company wishes to afford the Director the
opportunity to purchase shares of its $1.00 par value Common Stock;
and

          WHEREAS, the Company wishes to carry out the Amended and
Restated 1993 Stock Option Plan for Officers, Directors and Key
Employees of CalMat Co. (the terms of which are hereby incorporated
by reference and made a part of this Agreement); and

          WHEREAS, the Plan calls for the grant of the Director
Stock Option provided for herein to the Director as an inducement
to serve on the Board of Directors of the Company and as an
incentive for increased efforts during such service, and the
Management Development and Compensation Committee of the Company's
Board of Directors (hereinafter referred to as the "Committee"),
appointed to administer said Plan, has advised the Company thereof
and instructed the undersigned officers to issue said Option;

          NOW, THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto do hereby agree
as follows:

                            ARTICLE I

                           DEFINITIONS

          Whenever the following terms are used in this Agreement,
they shall have the meaning specified below unless the context
clearly indicates to the contrary.

Section 1.1 - Board

          "Board" shall mean the Board of Directors of the Company.

Section 1.2 - Code

          "Code" shall mean the Internal Revenue Code of 1986, as
amended.

Section 1.3 - Option

          "Option" shall mean the Director Stock Option to purchase
Common Stock of the Company granted under this Agreement.

Section 1.4 - Parent Corporation

          "Parent Corporation" shall mean any corporation in an
unbroken chain of corporations ending with the Company if each of
the corporations other than the Company then owns stock possessing
fifty percent (50%) or more of the total combined voting power of
all classes of stock in one (1) of the other corporations in such
chain.

Section 1.5 - Plan

          "Plan" shall mean the Amended and Restated 1993 Stock
Option Plan for Officers, Directors and Key Employees of CalMat Co.

Section 1.6 - Pronouns

          The masculine pronoun shall include the feminine and
neuter, and the singular the plural, where the context so
indicates.

Section 1.7 - Secretary

          "Secretary" shall mean the Secretary of the Company.

Section 1.8 - Subsidiary

          "Subsidiary" shall mean any corporation in an unbroken
chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain
then owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one (1) of the
other corporations in such chain.

Section 1.9 - Termination of Directorship

          "Termination of Directorship" shall mean the time when
the Director ceases to be a director of the Company for any reason,
including, but not by way of limitation, a termination by
resignation, failure to be elected, death or retirement.  The
Board, in its absolute discretion, shall determine the effect of
all other matters and questions relating to Termination of
Directorship.

                           ARTICLE II

                         GRANT OF OPTION

Section 2.1 - Grant of Option

          In consideration of the Director's agreement to serve as
a director of the Company and for other good and valuable
consideration, on the date hereof the Company irrevocably grants to
the Director the option to purchase any part or all of an aggregate
of _________ shares of its $1.00 par value Common Stock upon the
terms and conditions set forth in this Agreement.

Section 2.2 - Purchase Price

          The purchase price of the shares of stock covered by the
Option shall be $______ per share without commission or other
charge.

Section 2.3 - Consideration to the Company

          In consideration of the granting of this Option by the
Company, the Director agrees to serve as a director of the Company
until the next annual meeting of the stockholders of the Company. 
Nothing in this Agreement or in the Plan shall confer upon the
Director any right to continue as a director of the Company, or
shall interfere with or restrict in any way the rights of the
Company and its stockholders, which are hereby expressly reserved,
to remove the  Director in accordance with applicable law and the
Company's Certificate of Incorporation and By-laws.

Section 2.4 - Adjustments in Option

          In the event that the outstanding shares of the stock
subject to the Option are changed into or exchanged for a different
number or kind of shares of the Company or other securities of the
Company by reason of merger, consolidation, recapitalization,
reclassification, stock split up, stock dividend or combination of
shares, the Board shall make an appropriate and equitable
adjustment in the number and kind of shares as to which the Option,
or portions thereof then unexercised, shall be exercisable, to the
end that after such event the Director's proportionate interest
shall be maintained as before the occurrence of such event.  Such
adjustment in the Option shall be made without change in the total
price applicable to the unexercised portion of the Option (except
for any change in the aggregate price resulting from rounding-off
of share quantities or prices) and with any necessary corresponding
adjustment in the Option price per share.  Any such adjustment made
by the Board shall be final and binding upon the Director, the
Company and all other interested persons.

                           ARTICLE III

                    PERIOD OF EXERCISABILITY

Section 3.1 - Commencement of Exercisability

               (a)  Subject to Sections 3.1(b) and 3.4, the
     Option shall become exercisable in four (4) cumulative
     installments as follows:

                    (i)    The first installment shall
          consist of twenty-five percent (25%) of the
          shares covered by the Option and shall become
          exercisable on the first anniversary of the
          date the Option is granted.

                    (ii)   The second installment shall
          consist of twenty-five percent (25%) of the
          shares covered by the Option and shall become
          exercisable on the second anniversary of the
          date the Option is granted.

                    (iii)  The third installment shall
          consist of twenty-five percent (25%) of the
          shares covered by the Option and shall become
          exercisable on the third anniversary of the
          date the Option is granted.

                    (iv)   The fourth installment shall
          consist of twenty-five percent (25%) of the
          shares covered by the Option and shall become
          exercisable on the fourth anniversary of the
          date the Option is granted.

               (b)  No portion of the Option which is
     unexercisable at Termination of Directorship shall
     thereafter become exercisable.  Notwithstanding the
     foregoing, this Option shall become immediately
     exercisable in full upon any retirement of the Director
     in accordance with the Company's retirement policy
     applicable to directors, provided that in no event shall
     the shares underlying this Option be sold or otherwise
     disposed of, in whole or in part, during the six months
     after the date such Option is granted (or the date this
     Plan is approved by the Company's stockholders, if
     later).

Section 3.2 - Duration of Exercisability

          The installments provided for in Section 3.1 are
cumulative.  Each such installment which becomes exercisable
pursuant to Section 3.1 shall remain exercisable until it becomes
unexercisable under Section 3.3.  

Section 3.3 - Expiration of Option

          The Option may not be exercised to any extent by anyone
after the first to occur of the following events:

               (a)  The expiration of ten (10) years from the
     date the Option was granted; or

               (b)  The expiration of three (3) months from
     the date of the Director's Termination of Directorship
     for any reason other than the Director's death, unless
     the Director dies within said three-month period; or

               (c)  The expiration of one (1) year from the
     date of the Director's death; or

               (d)  Unless the Option is assumed or an
     equivalent option is substituted by a successor
     corporation pursuant to Section 3.4(a), the effective
     date of either the merger or consolidation of the Company
     with or into another corporation, or the acquisition by
     another corporation or person of all or substantially all
     of the Company's assets, or eighty percent (80%) or more
     of the Company's then outstanding voting stock, or the
     liquidation or dissolution of the Company.  At least
     thirty (30) days prior to the effective date of such
     merger, consolidation, acquisition, liquidation or
     dissolution, the Board shall give the Director notice of
     such event if the Option has then neither been fully
     exercised nor become unexercisable under this
     Section 3.3.

Section 3.4 - Assumption or Acceleration of Exercisability

          In the event of the merger or consolidation of the
Company with or into another corporation, or the acquisition by
another corporation or person of all or substantially all of the
Company's assets, or eighty percent (80%) or more of the Company's
then outstanding voting stock, or the liquidation or dissolution of
the Company, either:

               (a)  The Option shall be assumed or an
     equivalent option substituted by any successor
     corporation to the Company.  The Company undertakes to
     make reasonable and adequate provision for such
     assumption or substitution of the Option upon or in
     connection with such merger, consolidation, acquisition,
     liquidation or dissolution; or

               (b)  The Board, by means of the notice referred
     to in Section 3.3(d), shall provide that the Option shall
     become exercisable, for a minimum of thirty (30) days
     prior to such event, as to all the shares covered hereby,
     notwithstanding that this Option may not yet have become
     fully exercisable under Section 3.1(a).

          The Board may make such determinations and adopt such
rules and conditions as it, in its absolute discretion, deems
appropriate in connection with such assumption, substitution or
acceleration of exercisability, including, but not by way of
limitation, provisions to ensure that any such acceleration and
resulting exercise shall be conditioned upon the consummation of
the contemplated corporate transaction, and determinations
regarding whether reasonable and adequate provisions for assumption
or substitution have been made as defined in subsection (a).


                           ARTICLE IV

                       EXERCISE OF OPTION

Section 4.1 - Person Eligible to Exercise

          During the lifetime of the Director, only he may exercise
the Option or any portion thereof.  After the death of the
Director, any exercisable portion of the Option may, prior to the
time when the Option becomes unexercisable under Section 3.3, be
exercised by his personal representative or by any person empowered
to do so under the Director's will or under the then applicable
laws of descent and distribution.

Section 4.2 - Partial Exercise

          Any exercisable portion of the Option or the entire
Option, if then wholly exercisable, may be exercised in whole or in
part at any time prior to the time when the Option or portion
thereof becomes unexercisable under Section 3.3; provided, however,
that each partial exercise shall be for not less than twenty-five
(25) shares (or minimum installment set forth in Section 3.1, if a
smaller number of shares) and shall be for whole shares only.

Section 4.3 - Manner of Exercise

          The Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary or his office of all
of the following prior to the time when the Option or such portion
becomes unexercisable under Section 3.3:

               (a)  Notice in writing signed by the Director
     or the other person then entitled to exercise the Option
     or portion, stating that the Option or portion is thereby
     exercised, such notice complying with all applicable
     rules established by the Board; and

               (b)  Full payment for the shares with respect
     to which such Option or portion is thereby exercised:

                    (1)  In cash or by check; or

                    (2)  By delivery of shares of the
          Company's Common Stock owned by the Director
          duly endorsed for transfer to the Company with
          a fair market value (as determinable under
          Section 4.2(b) of the Plan) on the date of
          delivery equal to the aggregate Option price
          of the shares with respect to which such
          Option or portion is thereby exercised; or

                    (3)  By means of any combination of
          the consideration provided in the foregoing
          subsections (1) and (2); and

               (c)  A bona fide written representation and
     agreement, in a form satisfactory to the Board, signed by
     the Director or other person then entitled to exercise
     such Option or portion, stating that the shares of stock
     are being acquired for his own account, for investment
     and without any present intention of distributing or
     reselling said shares or any of them except as may be
     permitted under the Securities Act of 1933, as amended
     (the "Act"), and then applicable rules and regulations
     thereunder, and that the Director or other person then
     entitled to exercise such Option or portion will
     indemnify the Company against and hold it free and
     harmless from any loss, damage, expense or liability
     resulting to the Company if any sale or distribution of
     the shares by such person is contrary to the
     representation and agreement referred to above.  The
     Board may, in its absolute discretion, take whatever
     additional actions it deems appropriate to ensure the
     observance and performance of such representation and
     agreement and to effect compliance with the Act and any
     other federal or state securities laws or regulations. 
     Without limiting the generality of the foregoing, the
     Board may require an opinion of counsel acceptable to it
     to the effect that any subsequent transfer of shares
     acquired on an Option exercise does not violate the Act,
     and may issue stop-transfer orders covering such shares. 
     Share certificates evidencing stock issued on exercise of
     this Option may bear an appropriate legend referring to
     the provisions of this subsection (c) and the agreements
     herein.  The written representation and agreement
     referred to in the first sentence of this subsection (c)
     shall, however, not be required if the shares to be
     issued pursuant to such exercise have been registered
     under the Act, and such registration is then effective in
     respect of such shares; and

               (d)  In the event the Option or portion shall
     be exercised pursuant to Section 4.1 by any person or
     persons other than the Director, appropriate proof of the
     right of such person or persons to exercise the Option.

Section 4.4 - Conditions to Issuance of Stock Certificates

          The shares of stock deliverable upon the exercise of the
Option, or any portion thereof, may be either previously authorized
but unissued shares or issued shares which have then been
reacquired by the Company.  Such shares shall be fully paid and
nonassessable.  The Company shall not be required to issue or
deliver any certificate or certificates for shares of stock
purchased upon the exercise of the Option or portion thereof prior
to fulfillment of all the following conditions:

               (a)  The admission of such shares to listing on
     all stock exchanges on which such class of stock is then
     listed; and

               (b)  The completion of any registration or
     other qualification of such shares under any state or
     federal law or under rulings or regulations of the
     Securities and Exchange Commission or of any other
     governmental regulatory body, which the Board shall, in
     its absolute discretion, deem necessary or advisable; and

               (c)  The obtaining of any approval or other
     clearance from any state or federal governmental agency
     which the Board shall, in its absolute discretion,
     determine to be necessary or advisable; and

               (d)  The lapse of such reasonable period of
     time following the exercise of the Option as the Board
     may from time to time establish for reasons of
     administrative convenience.

Section 4.5 - Rights as Stockholder

          The holder of the Option shall not be, nor have any of
the rights or privileges of, a stockholder of the Company with
respect to any shares purchasable upon the exercise of any part of
the Option unless and until certificates representing such shares
shall have been issued by the Company to such holder.


                            ARTICLE V

                          MISCELLANEOUS

Section 5.1 - Administration

          The Board or the Committee shall have the power to
interpret the Plan and this Agreement and to adopt such rules for
the administration, interpretation and application of the Plan as
are consistent therewith and to interpret or revoke any such rules. 
All actions taken and all interpretations and determinations made
by the Board or the Committee in good faith shall be final and
binding upon the Director, the Company and all other interested
persons.  No member of the Board or the Committee shall be
personally liable for any action, determination or interpretation
made in good faith with respect to the Plan or the Option.  In its
absolute discretion, the Board may, at any time and from time to
time, exercise any and all rights and duties of the Committee under
the Plan and this Agreement, or may at any time and from time to
time delegate to the Committee any and all of its rights and duties
under the Plan and this Agreement.

Section 5.2 - Option Not Transferable

          Neither the Option nor any interest or right therein or
part thereof shall be liable for the debts, contracts or
engagements of the Director or his successors in interest or shall
be subject to disposition by transfer, alienation, anticipation,
pledge, encumbrance, assignment or any other means, whether such
disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or
equitable proceedings (including bankruptcy), and any attempted
disposition thereof shall be null and void and of no effect;
provided, however, that this Section 5.2 shall not prevent
transfers by will or by the applicable laws of descent and
distribution.

Section 5.3 - Shares to be Reserved

          The Company shall at all times during the term of the
Option reserve and keep available such number of shares of stock as
will be sufficient to satisfy the requirements of this Agreement.

Section 5.4 - Notices

          Any notice to be given under the terms of this Agreement
to the Company shall be addressed to the Company in care of its
Secretary, and any notice to be given to the Director shall be
addressed to him at the address given beneath his signature
thereto.  By a notice given pursuant to this Section 5.4, either
party may hereafter designate a different address for notices to be
given to him.  Any notice which is required to be given to the
Director shall, if the Director is then deceased, be given to the
Director's personal representative if such representative has
previously informed the Company of his status and address by
written notice under this Section 5.4.  Any notice shall be deemed
duly given when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post
office or branch post office regularly maintained by the United
States Postal Service.

Section 5.5 - Titles

          Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of this
Agreement.  

Section 5.6 - Stockholder Approval

          The Plan will be submitted for approval by the Company's
stockholders within twelve months after the date the Plan was
initially adopted by the Board.  This Option may not be exercised
to any extent by anyone prior to the time when the Plan is approved
by the stockholders, and if such approval has not been obtained by
the end of said twelve-month period, this Option shall thereupon be
cancelled and become null and void.  The Company shall take such
actions with respect to the Plan as may be necessary to satisfy the
requirements of Rule 16b-3(b).

          IN WITNESS WHEREOF, this Agreement has been executed and
delivered by the parties hereto.



                              CALMAT CO.



                              By________________________________
                              A. Frederick Gerstell
                              Chairman of the Board, President,
                              Chief Executive Officer and Chief 
                              Operating Officer     


                              By________________________________
                              Paul Stanford
                              Senior Vice President -            
                              Administration,
                              General Counsel and Secretary




___________________________________
     Director



___________________________________

___________________________________
     Address





C:\DOCS\STOCKOPT\DIRECTSO.94
