
                INCENTIVE STOCK OPTION AGREEMENT


          THIS AGREEMENT, dated _____________, is made by and
between CalMat Co., a Delaware corporation, hereinafter referred to
as "Company," and ______________________, an employee of the
Company or a Subsidiary of the Company, hereinafter referred to as
"Employee";

          WHEREAS, the Company wishes to afford the Employee 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 Management Development and Compensation
Committee of the Company's Board of Directors (hereinafter referred
to as the "Committee"), appointed to administer said Plan, has
determined that it would be to the advantage and best interest of
the Company and its shareholders to grant the Incentive Stock
Option provided for herein to the Employee as an inducement to
remain in the service of the Company or its Subsidiaries and as an
incentive for increased efforts during such service, and 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 - Code

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

Section 1.2 - Option

          "Option" shall mean the incentive stock option to
purchase common stock of the Company granted under this Agreement.

Section 1.3 - 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 1.4 - Plan

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

Section 1.5 - Pronouns

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

Section 1.6 - Secretary

          "Secretary" shall mean the Secretary of the Company.

Section 1.7 - 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 1.8 - Termination of Employment

          "Termination of Employment" shall mean the time when the
employee-employer relationship between the Employee and the Company
or a Subsidiary is terminated for any reason, including, but not by
way of limitation, a termination by resignation, discharge, death
or retirement, but excluding any termination where there is a
simultaneous re-employment by the Company or a Subsidiary.  The
Committee, in its absolute discretion, shall determine the effect
of all other matters and questions relating to Termination of
Employment, including, but not by way of limitation, the question
of whether a Termination of Employment resulted from a discharge
for good cause, and all questions of whether particular leaves of
absence constitute Termination of Employment; provided, however,
that a leave of absence shall constitute a Termination of
Employment if, and to the extent that, such leave of absence
interrupts employment for purposes of Section 422A(a)(2) of the
Code and the then applicable Regulations and Revenue Rulings under
said Section.

                           ARTICLE II

                         GRANT OF OPTION

Section 2.1 - Grant of Option

          In consideration of the Employee's agreement to remain in
the employ of the Company or its Subsidiaries and for other good
and valuable consideration, on the date hereof the Company
irrevocably grants to the Employee 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 Employee agrees to render faithful and efficient
services to the Company or a Subsidiary, with such duties and
responsibilities as the Company shall from time to time prescribe,
for a period of at lease one (1) year from the date this Option is
granted.  Nothing in this Agreement or in the Plan shall confer
upon the Employee any right to continue in the employ of the
Company or any Subsidiary, or shall interfere with or restrict in
any way the rights of the Company and its Subsidiaries, which are
hereby expressly reserved, to discharge the Employee at any time
for any reason whatsoever, with or without good cause.

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 Committee 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 Employee'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; provided, however, that
each such adjustment shall be made in such manner as not to
constitute a "modification" within the meaning of Section 425(h)(3)
of the Code.  Any such adjustment made by the Committee shall be
final and binding upon the Employee, the Company and all other
interested persons.

                           ARTICLE III

                    PERIOD OF EXERCISABILITY

Section 3.1 - Commencement of Exercisability

               (a)  Subject to Section 3.4(b), 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 Employment shall
     thereafter become exercisable.

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.

<PAGE>
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)  If the Employee owned (within the meaning
     of Section 425(d) of the Code), at the time the Option
     was granted, more than ten percent (10%) of the total
     combined voting power of all classes of stock of the
     Company, any Subsidiary or any Parent Corporation, the
     expiration of five (5) years from the date the Option was
     granted; or

               (c)  The time of the Employees's Termination of
     Employment, unless such Termination of Employment results
     from his death, his retirement, his disability (within
     the meaning of Section 22(e)(3) of the Code) or his being
     discharged not for good cause; or

               (d)  The expiration of three (3) months from
     the date of the Employee's Termination of Employment by
     reason of his retirement or his being discharged not for
     good cause, unless the Employee dies within said three-
     month period; or

               (e)  The expiration of one (1) year from the
     date of the Employee's Termination of Employment by
     reason of his disability (within the meaning of Section
     22(e)(3) of the Code); or

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

               (g)  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 Committee shall give the Employee 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 Committee, by means of the notice
     referred to in Section 3.3(g), 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 Committee 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).

Section 3.5 - Special Tax Consequences

          The Employee acknowledges that, to the extent that the
aggregate fair market value of stock with respect to which
"incentive stock options" (within the meaning of Section 422A of
the Code, but without regard to Section 422A(d) of the Code),
including the Option, are exercisable for the first time by the
Employee during any calendar year (under the Plan and all other
incentive stock option plans of the Company, any Subsidiary and any
Parent Corporation) exceeds $100,000, such options shall be treated
as not qualifying under Section 422A of the Code but rather shall
be taxed as nonqualified options.  The Employee further
acknowledges that the rule set forth in the preceding sentence
shall be applied by taking options into account in the order in
which they were granted.  For purposes of these rules, the fair
market value of stock shall be determined as of the time the option
with respect to such stock is granted.


                           ARTICLE IV

                       EXERCISE OF OPTION

Section 4.1 - Person Eligible to Exercise

          During the lifetime of the Employee, only he may exercise
the Option or any portion thereof.  After the death of the
Employee, 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 Employee'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 Employee
     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 Committee; 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 Optionee
          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)  With the consent of the
          Committee, by delivery of a full recourse
          promissory note bearing interest (at at least
          such rate as shall then preclude the
          imputation of interest under the Code or any
          successor provision) and payable upon such
          terms as may be prescribed by the Committee. 
          The Committee may also prescribe the form of
          such note and the security to be given for
          such note.  No Option may, however, be
          exercised by delivery of a promissory note or
          by a loan from the Company when or where such
          loan or other extension of credit is
          prohibited by law; or

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

               (c)  A bona fide written representation and
     agreement, in a form satisfactory to the Committee,
     signed by the Employee 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 Employee 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
     Committee 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
     Committee 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 Employee, 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 of 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 Committee 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 Committee 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
     Committee may from time to time establish for reasons of
     administrative convenience.

Section 4.5 - Rights as Shareholder

          The holder of the Option shall not be, nor have any of
the rights or privileges of, a shareholder 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.

<PAGE>
Section 4.6 - Payments to Optionees

          In its sole and absolute discretion, the Committee may,
but shall not be obligated to, direct that the Company pay to an
Employee exercising, or disposing of stock acquired under an
Incentive Stock Option, an amount of cash (subject to payroll tax
withholding) representing all or a portion of the tax savings, if
any, realized by the Company in connection with such exercise or
disposition.  Any such payment may, but need not, be made in order
to reduce or eliminate differences in taxation to the Employee
between an Incentive Stock Option and a Nonqualified Stock Option
with equivalent terms.


                            ARTICLE V

                          MISCELLANEOUS

Section 5.1 - Administration

          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
Committee in good faith shall be final and binding upon the
Employee, the Company and all other interested persons.  No member
of 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.

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 Employee 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.

<PAGE>
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 Employee 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
Employee shall, if the Employee is then deceased, be given to the
Employee'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 - Notification of Disposition

          The Employee shall give prompt notice to the Company of
any disposition or other transfer of any shares of stock acquired
under this Agreement if such disposition or transfer is made (a)
within two (2) years from the date of granting the Option with
respect to such shares or (b) within one (1) year after the
transfer of such shares to him.  Such notice shall specify the date
of such disposition or other transfer and the amount realized, in
cash, other property, assumption of indebtedness or other
consideration, by the Employee in such disposition or other
transfer.

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

                         CALMAT CO.

                              /s/ A. FREDERICK GERSTELL
                         By   ________________________________
                              Chairman of the Board, President 
                              and Chief Executive Officer

                              /s/ PAUL STANFORD
                         By   ________________________________
                              Secretary



_____________________________                           
     Employee

_____________________________

_____________________________
     Address

Employee's Social Security 
Number:

                            
____________________________








C:\DOCS\STOCKOPT\EMPLOYSO.94
