Registration Number 33-______


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                     ___________________________________
                                  FORM S-8
                           REGISTRATION STATEMENT
                                  UNDER THE
                           SECURITIES ACT OF 1933
                     ___________________________________


                          VULCAN MATERIALS COMPANY
           (Exact name of registrant as specified in its charter)

      New Jersey                                           63-0366371
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

               One Metroplex Drive, Birmingham, Alabama 35209
                                205-877-3000
                  (Address of Principal Executive Offices)

                        ____________________________

   Vulcan Materials Company Deferred Stock Plan for Nonemployee Directors
                            (Full Title of Plan)

                        William F. Denson, III, Esq.
                     Vice President - Law and Secretary
                          Vulcan Materials Company
                             One Metroplex Drive
                          Birmingham, Alabama 35209
                                205-877-3000
(Name, address, including zip code, and telephone number, including area code,
                            of agent for service)

                        ____________________________
<TABLE>
<CAPTION>
                       CALCULATION OF REGISTRATION FEE

                                                      Proposed Maximum     Proposed Maximum
Title of Securities              Amount to be         Offering Price Per   Aggregate Offering       Amount of
 to be Registered                  Registerd                Share               Price           Registration Fee
       <S>                           <C>                    <C>                   <C>                  <C>
Common Stock, $1.00 par value
per share. . . . . . . . . . . .100,000 shares               *               $5,881,000**           $2,027.93

<FN>

*   Not applicable.
**  Estimated solely for purposes of determining the amount of the
    registration fee, in accordance with Rules 457(h)(1) and (c) under
    the Securities Act of 1933.  The registration fee was calculated
    pursuant to Rules 457(h)(1) and (c) and based upon the average of
    the high and low prices ($58.81) reported in the consolidated
    reporting system on July 5, 1996.

</TABLE>

         REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The documents incorporated by reference into Item 3 of Part II of
this Registration Statement (not including exhibits to the information
that is incorporated by reference, unless such exhibits are specifically
incorporated by reference into the information that this Registration
Statement incorporates) are incorporated by reference into the Section
10(a) prospectus and are available, without charge, to the participants
upon written or oral request to William F. Denson, III, Vice President -
Law and Secretary, Vulcan Materials Company, One Metroplex Drive,
Birmingham, Alabama 35209 (telephone number 205-877-3204).  The
documents containing the information requested by Part I of Form S-8,
the Annual Report on Form 10-K of Vulcan Materials Company, and all
reports, proxy statements and other communications distributed generally
to the security holders of Vulcan Materials Company are available,
without charge, to participants upon written or oral request to William
F. Denson, III, Vice President - Law and Secretary, Vulcan Materials
Company, One Metroplex Drive, Birmingham, Alabama 35209 (telephone
number 205-877-3204).


                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents of the Company are incorporated herein by
reference and made a part hereof:

         (1)   The Annual Report on Form 10-K of the Company for the year
ended December 31, 1995 (Commission File No. 1-4033).

         (2)   The Quarterly Report of the Company on Form 10-Q for the
quarterly period ended March 31, 1996 (Commission File No. 1-4033).

         (3)   The description of the capital stock of the Company offered
and registered under Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), on Registration Statement No. 2-13791,
filed December 11, 1957, as amended by all amendments thereto.

         All documents filed by the Company pursuant to Sections 13, 14 or
15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering of the common stock of the Company offered
hereby shall be deemed to be incorporated herein by reference and to be
a part hereof from the date of filing of such documents (such documents,
and the documents listed above, being hereinafter referred to as
"Incorporated Documents").  Any statement contained in an Incorporated
Document shall be deemed to be modified or superseded for such purposes
to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
hereof.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         William F. Denson, III is the Vice President - Law and Secretary
of the Company and, as a result of such relationship, could be deemed to
have a substantial interest in the Company.  In addition, Mr. Denson has
dispositive and voting power over 19,941 shares of the common stock of
the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article IX of the Company's Certificate of Incorporation provides
that, as to acts or omissions occurring on or after May 6, 1988, no
director or officer of the Company shall be liable to the Company or any
of its shareholders for monetary damages for breach of any duty owed as
director or officer to the Company or any of its shareholders, to the
extent that such exemption from liability is permitted under the New
Jersey Business Corporation Act (the "Statute"), as the same may be
amended from time to time, or under any revision thereof or successor
statute thereto.  Amendments to the Statute which were adopted in 1987
(the "New Jersey Amendments") permit such exemptions from liability as
the foregoing for directors and officers, except in the case of a breach
of duty based on an act or omission (a) in breach of such person's duty
of loyalty to the Company or its shareholders, (b) not in good faith or
involving a knowing violation of law or (c) resulting in the receipt by
such person of an improper personal benefit.

         In addition, Article IV of the Company's By-laws provides as follows:

               (a)   Subject to the provisions of this Article IV, the
         corporation shall indemnify the following persons to the fullest
         extent permitted and in the manner provided by and the circumstances
         described in the laws of the State of New Jersey, including Section
         14A:3-5 of the New Jersey Business Corporation Act and any amendments
         thereof or supplements thereto: (i) any person who is or was a
         director, officer, employee or agent of the corporation; (ii) any
         person who is or was a director, officer, employee or agent of any
         constituent corporation absorbed by the corporation in a
         consolidation or merger, but only to the extent that (a) the
         constituent corporation was obligated to indemnify such person at the
         effective date of the merger or consolidation or (b) the claim or
         potential claim of such person for indemnification was disclosed to
         the corporation and the operative merger or consolidation documents
         contain an express agreement by the corporation to pay the same;
         (iii) any person who is or was serving at the request of the
         corporation as a director, officer, trustee, fiduciary, employee or
         agent of any other domestic or foreign corporation, or any
         partnership, joint venture, sole proprietorship, trust, employee
         benefit plan or other enterprise, whether or not for profit; and (iv)
         the legal representative of any of the foregoing persons
         (collectively, a "Corporate Agent").

               (b)   Anything herein to the contrary notwithstanding, the
         corporation shall not be obligated under this Article IV to provide
         indemnification (i) to any bank, trust company, insurance company,
         partnership or other entity, or any director, officer, employee or
         agent thereof or (ii) to any other person who is not a director,
         officer or employee of the corporation, in respect of any service by
         such person or entity, whether at the request of the corporation or
         by agreement therewith, as investment advisor, actuary, custodian,
         trustee, fiduciary or consultant to any employee benefit plan.

               (c)   To the extent that any right of indemnification granted
         hereunder requires any determination that a Corporate Agent shall
         have been successful on the merits or otherwise in any Proceeding (as
         hereinafter defined) or in defense of any claim, issue or matter
         therein, the Corporate Agent shall be deemed to have been
         "successful" if, without any settlement having been made by the
         Corporate Agent, (i) such Proceeding shall have been dismissed or
         otherwise terminated or abandoned without any judgment or order
         having been entered against the Corporate Agent, (ii) such claim,
         issue or other matter therein shall have been dismissed or otherwise
         eliminated or abandoned as against the Corporate Agent, or (iii) with
         respect to any threatened Proceeding, the Proceeding shall have been
         abandoned or there shall have been a failure for any reason to
         institute the Proceeding within a reasonable time after the same
         shall have been threatened or after any inquiry or investigation that
         could have led to any such Proceeding shall have been commenced.  The
         Board of Directors or any authorized committee thereof shall have the
         right to determine what constitutes a "reasonable time" or an
         "abandonment" for purposes of this paragraph (c), and any such
         determination shall be conclusive and final.

               (d)   To the extent that any right of indemnification
         granted hereunder shall require any determination that the Corporate
         Agent has been involved in a Proceeding by reason of his or her being
         or having been a Corporate Agent, the Corporate Agent shall be deemed
         to have been so involved if the Proceeding involves action allegedly
         taken by the Corporate Agent for the benefit of the corporation or in
         the performance of his or her duties or the course of his or her
         employment for the corporation.

               (e)   If a Corporate Agent shall be a party defendant in a
         Proceeding, other than a Proceeding by or in the right of the
         corporation, and the Board of Directors or a duly authorized
         committee of disinterested directors shall determine that it is in
         the best interests of the corporation for the corporation to assume
         the defense of any such Proceeding, the Board of Directors or such
         committee may authorize and direct that the corporation assume the
         defense of the Proceeding and pay all expenses in connection
         therewith without requiring such Corporate Agent to undertake to pay
         or repay any part thereof.  Such assumption shall not affect the
         right of any such Corporate Agent to employ his or her own counsel or
         to recover indemnification under this By-law to the extent that he
         may be entitled thereto.

               (f)   As used herein, the term "Proceeding" shall mean and
         include any pending, threatened or completed civil, criminal,
         administrative or arbitrative action, suit or proceeding, and any
         appeal therein and any inquiry or investigation which could lead to
         such action, suit or proceeding.

               (g)   The right to indemnification granted under this
         Article IV shall not be exclusive of any other rights to which any
         Corporate Agent seeking indemnification hereunder may be entitled.

         Pursuant to the authority granted in the Statute, the Company has
procured insurance for the purpose of substantially covering its future
potential liability for indemnification under the provisions discussed above
and certain future potential liability of individual directors and officers
incurred in their capacity as such which is not subject to indemnification.

ITEM 8.  EXHIBITS.

         The following exhibits are filed as part of this Registration
Statement:

  5(a)   Opinion of William F. Denson, III as to the legality of the
         securities being registered.
 23(a)   Consent of Deloitte & Touche LLP
 23(b)   Consent of William F. Denson, III (contained in exhibit 5(a)).
 24(a)   Powers of Attorney of certain directors and officers.

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 of 1993;

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

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

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

               (3)   To remove from registration by means of a post-effective
                     amendment any of the securities being registered which
                     remain unsold at the termination of the offering.

         (b)   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c)   Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, 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 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 Act and will be governed by the final adjudication of
such issue.


                                 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 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 Birmingham, State
of Alabama, on July 8, 1996.


                                           VULCAN MATERIALS COMPANY


                                               /s/ H. A. Sklenar
                                                   H. A. Sklenar
                                                     Chairman
                                           and Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the dates indicated.

    Signature                            Title                      Date

    /s/ H. A. Sklenar         Chairman, Chief Executive          July 8, 1996
        H. A. Sklenar         Officer and Director
                              (Principal Executive Officer)


    /s/ D. M. James           President, Chief Operating         July 8, 1996
        D. M. James           Officer and Director


    /s/ D. F. Sansone         Vice President-Finance             July 8, 1996
        D. F. Sansone         and Treasurer (Principal
                              Financial Officer)

    /s/ E. A. Khan            Controller                         July 8, 1996
        E. A. Khan            (Principal Accounting Officer)


           *                  Director
    Marion H. Antonini


           *                  Director
    Livio D. DeSimone


           *                  Director
    John K. Greene


           *                  Director
    Richard H. Leet


           *                  Director
    Douglas J. McGregor


           *                  Director
    Ann D. McLaughlin


           *                  Director
    James V. Napier


           *                  Director
    Donald B. Rice


           *                  Director
    Orin R. Smith


*   /s/ William F. Denson, III                                   July 8, 1996
        William F. Denson, III
        Attorney-in-Fact for
        Each of the Directors
            Listed Above
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19835}]
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Registration Number 33-______

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                     ___________________________________
                                  FORM S-8
                           REGISTRATION STATEMENT
                                  UNDER THE
                           SECURITIES ACT OF 1933
                     ___________________________________

                          VULCAN MATERIALS COMPANY
           (Exact name of registrant as specified in its charter)

      New Jersey                                           63-0366371
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

               One Metroplex Drive, Birmingham, Alabama 35209
                                205-877-3000
                  (Address of Principal Executive Offices)

                        ____________________________

   Vulcan Materials Company Deferred Stock Plan for Nonemployee Directors
                            (Full Title of Plan)

                        William F. Denson, III, Esq.
                     Vice President - Law and Secretary
                          Vulcan Materials Company
                             One Metroplex Drive
                          Birmingham, Alabama 35209
                                205-877-3000
(Name, address, including zip code, and telephone number, including area code,
                            of agent for service)

                        ____________________________
CALCULATION OF REGISTRATION FEE

                                                      Proposed Maximum     Proposed Maximum
Title of Securities              Amount to be         Offering Price Per   Aggregate Offering       Amount of
 to be Registered                  Registerd                Share               Price           Registration Fee
Common Stock, $1.00 par value
per share. . . . . . . . . . . .100,000 shares               *               $5,881,000**           $2,027.93
*   Not applicable.
**  Estimated solely for purposes of determining the amount of the
    registration fee, in accordance with Rules 457(h)(1) and (c) under
    the Securities Act of 1933.  The registration fee was calculated
    pursuant to Rules 457(h)(1) and (c) and based upon the average of
    the high and low prices ($58.81) reported in the consolidated
    reporting system on July 5, 1996.
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The documents incorporated by reference into Item 3 of Part II of
this Registration Statement (not including exhibits to the information
that is incorporated by reference, unless such exhibits are specifically
incorporated by reference into the information that this Registration
Statement incorporates) are incorporated by reference into the Section
10(a) prospectus and are available, without charge, to the participants
upon written or oral request to William F. Denson, III, Vice President -
Law and Secretary, Vulcan Materials Company, One Metroplex Drive,
Birmingham, Alabama 35209 (telephone number 205-877-3204).  The
documents containing the information requested by Part I of Form S-8,
the Annual Report on Form 10-K of Vulcan Materials Company, and all
reports, proxy statements and other communications distributed generally
to the security holders of Vulcan Materials Company are available,
without charge, to participants upon written or oral request to William
F. Denson, III, Vice President - Law and Secretary, Vulcan Materials
Company, One Metroplex Drive, Birmingham, Alabama 35209 (telephone
number 205-877-3204).

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents of the Company are incorporated herein by
reference and made a part hereof:

         (1)   The Annual Report on Form 10-K of the Company for the year
ended December 31, 1995 (Commission File No. 1-4033).

         (2)   The Quarterly Report of the Company on Form 10-Q for the
quarterly period ended March 31, 1996 (Commission File No. 1-4033).

         (3)   The description of the capital stock of the Company offered
and registered under Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), on Registration Statement No. 2-13791,
filed December 11, 1957, as amended by all amendments thereto.

         All documents filed by the Company pursuant to Sections 13, 14 or
15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering of the common stock of the Company offered
hereby shall be deemed to be incorporated herein by reference and to be
a part hereof from the date of filing of such documents (such documents,
and the documents listed above, being hereinafter referred to as
"Incorporated Documents").  Any statement contained in an Incorporated
Document shall be deemed to be modified or superseded for such purposes
to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
hereof.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         William F. Denson, III is the Vice President - Law and Secretary
of the Company and, as a result of such relationship, could be deemed to
have a substantial interest in the Company.  In addition, Mr. Denson has
dispositive and voting power over 19,941 shares of the common stock of
the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article IX of the Company's Certificate of Incorporation provides
that, as to acts or omissions occurring on or after May 6, 1988, no
director or officer of the Company shall be liable to the Company or any
of its shareholders for monetary damages for breach of any duty owed as
director or officer to the Company or any of its shareholders, to the
extent that such exemption from liability is permitted under the New
Jersey Business Corporation Act (the "Statute"), as the same may be
amended from time to time, or under any revision thereof or successor
statute thereto.  Amendments to the Statute which were adopted in 1987
(the "New Jersey Amendments") permit such exemptions from liability as
the foregoing for directors and officers, except in the case of a breach
of duty based on an act or omission (a) in breach of such person's duty
of loyalty to the Company or its shareholders, (b) not in good faith or
involving a knowing violation of law or (c) resulting in the receipt by
such person of an improper personal benefit.

         In addition, Article IV of the Company's By-laws provides as follows:

               (a)   Subject to the provisions of this Article IV, the
         corporation shall indemnify the following persons to the fullest
         extent permitted and in the manner provided by and the circumstances
         described in the laws of the State of New Jersey, including Section
         14A:3-5 of the New Jersey Business Corporation Act and any amendments
         thereof or supplements thereto: (i) any person who is or was a
         director, officer, employee or agent of the corporation; (ii) any
         person who is or was a director, officer, employee or agent of any
         constituent corporation absorbed by the corporation in a
         consolidation or merger, but only to the extent that (a) the
         constituent corporation was obligated to indemnify such person at the
         effective date of the merger or consolidation or (b) the claim or
         potential claim of such person for indemnification was disclosed to
         the corporation and the operative merger or consolidation documents
         contain an express agreement by the corporation to pay the same;
         (iii) any person who is or was serving at the request of the
         corporation as a director, officer, trustee, fiduciary, employee or
         agent of any other domestic or foreign corporation, or any
         partnership, joint venture, sole proprietorship, trust, employee
         benefit plan or other enterprise, whether or not for profit; and (iv)
         the legal representative of any of the foregoing persons
         (collectively, a "Corporate Agent").

               (b)   Anything herein to the contrary notwithstanding, the
         corporation shall not be obligated under this Article IV to provide
         indemnification (i) to any bank, trust company, insurance company,
         partnership or other entity, or any director, officer, employee or
         agent thereof or (ii) to any other person who is not a director,
         officer or employee of the corporation, in respect of any service by
         such person or entity, whether at the request of the corporation or
         by agreement therewith, as investment advisor, actuary, custodian,
         trustee, fiduciary or consultant to any employee benefit plan.

               (c)   To the extent that any right of indemnification granted
         hereunder requires any determination that a Corporate Agent shall
         have been successful on the merits or otherwise in any Proceeding (as
         hereinafter defined) or in defense of any claim, issue or matter
         therein, the Corporate Agent shall be deemed to have been
         "successful" if, without any settlement having been made by the
         Corporate Agent, (i) such Proceeding shall have been dismissed or
         otherwise terminated or abandoned without any judgment or order
         having been entered against the Corporate Agent, (ii) such claim,
         issue or other matter therein shall have been dismissed or otherwise
         eliminated or abandoned as against the Corporate Agent, or (iii) with
         respect to any threatened Proceeding, the Proceeding shall have been
         abandoned or there shall have been a failure for any reason to
         institute the Proceeding within a reasonable time after the same
         shall have been threatened or after any inquiry or investigation that
         could have led to any such Proceeding shall have been commenced.  The
         Board of Directors or any authorized committee thereof shall have the
         right to determine what constitutes a "reasonable time" or an
         "abandonment" for purposes of this paragraph (c), and any such
         determination shall be conclusive and final.

               (d)   To the extent that any right of indemnification
         granted hereunder shall require any determination that the Corporate
         Agent has been involved in a Proceeding by reason of his or her being
         or having been a Corporate Agent, the Corporate Agent shall be deemed
         to have been so involved if the Proceeding involves action allegedly
         taken by the Corporate Agent for the benefit of the corporation or in
         the performance of his or her duties or the course of his or her
         employment for the corporation.

               (e)   If a Corporate Agent shall be a party defendant in a
         Proceeding, other than a Proceeding by or in the right of the
         corporation, and the Board of Directors or a duly authorized
         committee of disinterested directors shall determine that it is in
         the best interests of the corporation for the corporation to assume
         the defense of any such Proceeding, the Board of Directors or such
         committee may authorize and direct that the corporation assume the
         defense of the Proceeding and pay all expenses in connection
         therewith without requiring such Corporate Agent to undertake to pay
         or repay any part thereof.  Such assumption shall not affect the
         right of any such Corporate Agent to employ his or her own counsel or
         to recover indemnification under this By-law to the extent that he
         may be entitled thereto.

               (f)   As used herein, the term "Proceeding" shall mean and
         include any pending, threatened or completed civil, criminal,
         administrative or arbitrative action, suit or proceeding, and any
         appeal therein and any inquiry or investigation which could lead to
         such action, suit or proceeding.

               (g)   The right to indemnification granted under this
         Article IV shall not be exclusive of any other rights to which any
         Corporate Agent seeking indemnification hereunder may be entitled.

         Pursuant to the authority granted in the Statute, the Company has
procured insurance for the purpose of substantially covering its future
potential liability for indemnification under the provisions discussed above
and certain future potential liability of individual directors and officers
incurred in their capacity as such which is not subject to indemnification.

ITEM 8.  EXHIBITS.

         The following exhibits are filed as part of this Registration
Statement:

  5(a)   Opinion of William F. Denson, III as to the legality of the
         securities being registered.
 23(a)   Consent of Deloitte & Touche LLP
 23(b)   Consent of William F. Denson, III (contained in exhibit 5(a)).
 24(a)   Powers of Attorney of certain directors and officers.

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 of 1993;

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

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

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

               (3)   To remove from registration by means of a post-effective
                     amendment any of the securities being registered which
                     remain unsold at the termination of the offering.

         (b)   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c)   Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, 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 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 Act and will be governed by the final adjudication of
such issue.

                                 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 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 Birmingham, State
of Alabama, on July 8, 1996.

                                           VULCAN MATERIALS COMPANY

                                               /s/ H. A. Sklenar
                                                   H. A. Sklenar
                                                     Chairman
                                           and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the dates indicated.

    Signature                            Title                      Date

    /s/ H. A. Sklenar         Chairman, Chief Executive          July 8, 1996
        H. A. Sklenar         Officer and Director
                              (Principal Executive Officer)

    /s/ D. M. James           President, Chief Operating         July 8, 1996
        D. M. James           Officer and Director

    /s/ D. F. Sansone         Vice President-Finance             July 8, 1996
        D. F. Sansone         and Treasurer (Principal
                              Financial Officer)

    /s/ E. A. Khan            Controller                         July 8, 1996
        E. A. Khan            (Principal Accounting Officer)

           *                  Director
    Marion H. Antonini

           *                  Director
    Livio D. DeSimone

           *                  Director
    John K. Greene

           *                  Director
    Richard H. Leet

           *                  Director
    Douglas J. McGregor

           *                  Director
    Ann D. McLaughlin

           *                  Director
    James V. Napier

           *                  Director
    Donald B. Rice

           *                  Director
    Orin R. Smith

*   /s/ William F. Denson, III                                   July 8, 1996
        William F. Denson, III
        Attorney-in-Fact for
        Each of the Directors
            Listed Above