Under the Securities Exchange Act of 1934
(Amendment No. 2)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copy to:

Michael H. Hyer, Esq.

300 East John Carpenter Freeway, Suite 1645

Irving, Texas 75062

972-653-6141

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240-13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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CUSIP No. 90333L102

This Amendment No. 2 to Schedule 13D (this “Amendment”) is being filed to amend and supplement the statement on Schedule 13D initially filed on June 6, 2008 (the “Schedule 13D”) by (a) HBMA Holdings, Inc., a Delaware corporation, and (b) (i) Dr. Adolf Merckle, a citizen of the Federal Republic of Germany, (ii) Ms. Ruth Merckle, a citizen of the Federal Republic of Germany, (iii) Mr. Ludwig Merckle, a citizen of the Federal Republic of Germany, (iv) Mr. Tobias Merckle, a citizen of the Federal Republic of Germany, (v) Dr. Philipp Merckle, a citizen of the Federal Republic of Germany, and (vi) Ms. Jutta Breu (nee Jutta Merckle), a citizen of the Federal Republic of Germany, relating to beneficial ownership of shares of common stock, $.001 par value (“Shares”) of U.S. Concrete, Inc. (the “Issuer”).

On June 8, 2009, the reporting persons filed Amendment No. 1 to the Schedule 13D to reflect a change in the reporting persons due to (i) the conversion of HBMA Holdings, Inc. to HBMA Holdings LLC, a Delaware limited liability company, and (ii) the death of Dr. Adolph Merckle.  Dr. Merckle’s beneficial ownership interest in Shares of the Issuer was transferred to his son, Mr. Ludwig Merckle, who, as a result of disclaimers by two of his siblings, is Dr. Merckle’s sole heir.

This Amendment is filed to report that Ms. Ruth Merckle, Mr. Ludwig Merckle, Mr. Tobias Merckle, Dr. Philipp Merckle and Ms. Jutta Breu have ceased to have any beneficial ownership in the Shares of the Issuer, as a result of transactions involving the sale of their controlling interest in the capital stock of HeidelbergCement AG, the ultimate parent corporation of HBMA Holdings LLC.

Only those items which are included below are being amended and supplemented by this Amendment. Items in the Schedule 13D, as previously amended, not listed below remain unchanged.  Capitalized terms used herein and not defined shall have the meaning set forth in the Schedule 13D, as previously amended.

This statement is being filed jointly by the reporting persons pursuant to the Joint Filing Agreement dated June 6, 2008 and filed as Exhibit 1 to the Schedule 13D.

ITEM 2.      IDENTITY AND BACKGROUND

Item 2 of the Schedule 13D is hereby amended and restated to read in its entirety as follows:

This Schedule 13D is filed jointly by (a) HBMA Holdings LLC, a Delaware limited liability company formerly known as HBMA Holdings, Inc. (“HBMA”), and (b) (i) Ms. Ruth Merckle, a citizen of the Federal Republic of Germany, (ii) Mr. Ludwig Merckle, a citizen of the Federal Republic of Germany, (iii) Mr. Tobias Merckle, a citizen of the Federal Republic of Germany, (iv) Dr. Philipp Merckle, a citizen of the Federal Republic of Germany, and (v) Ms. Jutta Breu (nee Jutta Merckle), a citizen of the Federal Republic of Germany (collectively, the “Merckle Family”) (HBMA and the Merckle Family collectively, the “Reporting Persons”).

HBMA is a Delaware limited liability company whose principal business is the ownership of subsidiary companies whose core products are cement, ready-mixed concrete, aggregates, concrete and steel pipe, brick and related products.  HBMA is an indirect 100% owned subsidiary of HeidelbergCement AG, a corporation incorporated under the laws of the Federal Republic of Germany (“HeidelbergCement”).  HeidelbergCement is a corporation whose core products are cement, ready-mixed concrete, aggregates and related products.  Annex A attached hereto sets forth the name, state or other place of organization, principal business and address of its principal place of business and principal office of HBMA, HeidelbergCement and each of the HeidelbergCement corporate entities between HeidelbergCement and HBMA.

The name, position with HBMA, present principal occupation or employment and business address of each of the managers and executive officers of HBMA and each member of the managing board and the supervisory board of HeidelbergCement are set forth in Annex B attached hereto.  Mr. Ludwig Merckle and Mr. Tobias Merckle are members of the supervisory board of HeidelbergCement.

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CUSIP No. 90333L102

Mr. Ludwig Merckle, Mr. Tobias Merckle, Dr. Philipp Merckle and Ms. Jutta Breu (nee Jutta Merckle) are the children of Ms. Ruth Merckle and Dr. Adolf Merckle (deceased).   The name, citizenship, business addresses and principal occupation of each member of the Merckle Family are set forth in Annex C attached hereto.

Prior to September 22, 2009, the Merckle Family held approximately 53.6% of the outstanding shares of HeidelbergCement, through Spohn Cement GmbH, a corporation incorporated under the laws of the Federal Republic of Germany (“Spohn”).  Spohn is wholly-owned, directly and indirectly through investment vehicles, by the Merckle Family, and the address of Spohn’s principal offices is Diekstraat 3, 25870 Norderfriedrichskoog, Germany.  In addition, prior to September 22, 2009, Mr. Ludwig Merckle, as the sole heir of Dr. Adolf Merckle (deceased), owned an additional 25.46% of the outstanding shares of HeidelbergCement through other investment vehicles.

On September 22, 2009, HeidelbergCement issued 62.5 million new shares of its capital stock, increasing its stated capital by 50%, and Spohn and other companies controlled by the Merckle Family sold shares of HeidelbergCement stock as part of a secondary offering.  As a result of those transactions, Mr. Ludwig Merckle’s ownership interest in HeidelbergCement has been reduced to 24.42%, and Spohn and the remaining members of the Merckle Family no longer have any ownership interest in HeidelbergCement.

During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, none of the entities set forth in Annex A and none of the persons set forth in Annex B has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws.

Pursuant to Rule 13D-1(k) under the Securities Exchange Act of 1934 (the “Exchange Act”), the Reporting Persons have agreed to file one statement with respect to their beneficial ownership of Shares of the Issuer and the joint Schedule 13D of the Reporting Persons as amended from time to time is herein referred to as “this Schedule 13D.”

ITEM 5.      INTEREST IN SECURITIES OF THE ISSUER

Item 5(a) of the Schedule 13D is hereby amended and restated to read in its entirety as follows:

(a)           The responses of the Reporting Persons to Rows (7) through (11) and (13) of the cover pages to this Schedule 13D are hereby incorporated by reference. The percentages set forth in this Item 5 are calculated based upon the number of Shares (excluding those held in treasury) outstanding of 37,322,883 as of August 6, 2009, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.

HBMA owns 3,233,451 Shares (the “HBMA Shares”) representing 8.7% of the outstanding Shares of the Issuer.  Neither the Merckle Family nor any of the entities listed on Annex A other than HBMA directly own any Shares or other equity securities of the Issuer.

Since HBMA is an indirect wholly-owned subsidiary of HeidelbergCement, HeidelbergCement may be deemed to beneficially own the HBMA Shares.  All the entities described on Annex A as middle-tier subsidiaries of HeidelbergCement are parent entities of HBMA, all of which may be deemed to beneficially own the HBMA Shares.

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CUSIP No. 90333L102

ITEM 7.      MATERIALS TO BE FILED AS EXHIBITS

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Annex A to the Schedule 13D is hereby amended and restated to read in its entirety as follows:

ANNEX A

Corporate Entities

HeidelbergCement AG Middle-Tier Subsidiaries

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CUSIP No. 90333L102

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CUSIP No. 90333L102

Annex B to the Schedule 13D is hereby amended and restated to read in its entirety as follows:

ANNEX B

Managers and Executive Officers of HBMA Holdings LLC

The name, present positions with HBMA, present principal occupation or employment and business address of each of the managers and executive officers of HBMA Holdings LLC are set forth below.  All persons named in the table below are citizens of the United States.

(1)HBMA Holdings LLC is a downstream subsidiary of Lehigh Hanson, Inc.

Managing Board and Supervisory Board of HeidelbergCement AG

The name, present positions with HeidelbergCement AG, present principal occupation or employment and business address of each of the members of the managing board and supervisory board of HeidelbergCement AG are set forth below.  All persons named in the table below are citizens of the Federal Republic of Germany.

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CUSIP No. 90333L102

Annex C to the Schedule 13D is hereby amended and restated to read in its entirety as follows:

ANNEX C

Members of the Merckle Family

The name, present principal occupation or employment and business address of each of the members of the Merckle Family are set forth below.  All persons named in the table below are citizens of the Federal Republic of Germany.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

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