Registration Number 33-28398


                     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 Construction Materials Division
                        Hourly Employees Savings Plan
                            (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)

                               With a copy to:
                         C. Larimore Whitaker, Esq.
                        Bradley, Arant, Rose & White
                         2001 Park Place, Suite 1400
                         Birmingham, Alabama  35209
                                205-521-8000
                        ____________________________
<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                 Registered                Share               Price           Registration Fee
       <S>                          <C>                     <C>                   <C>                  <C>
Common Stock, $1.00 par value
per share. . . . . . . . . . . . 100,000 shares*           **                $5,494,000***          $1,894.49

<FN>
*   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
    this registration statement also covers an indeterminate amount of
    interests to be offered or sold pursuant to the employee benefit plan
    described herein.
**  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 ($54.94) reported in the consolidated reporting system on
    March 4, 1996.
</TABLE>

      Vulcan Materials Company, a New Jersey corporation (the "Company"),
hereby incorporates herein by this reference, the contents of the Registration
Statement on Form S-8 filed by the Company on April 28, 1989 (Registration No.
33-28398) (the "Registration Statement"), except that the information
contained in the Registration Statement with respect to the Plan (as such term
is defined in the Registration Statement) is not incorporated herein by this
reference.

         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, 1994, as amended by the Annual Report on Form 10-K/A of the
Company (Commission File No. 1-4033).

      (2)    The Quarterly Reports of the Company on Form 10-Q for the
quarterly periods ended September 30, 1995, June 30, 1995 and March 31, 1995
(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 20,808 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 AND FINANCIAL STATEMENT SCHEDULES.

(a)   UNDERTAKING

      The registrant hereby undertakes that it will submit or has submitted
the Vulcan Materials Company Thrift Plan For Salaried Employees (the "Plan")
and any amendments thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in
order to qualify the Plan.

(b)   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 L.L.P.
 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

      The Registrant.  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 March 11, 1996.


                          VULCAN MATERIALS COMPANY


                                By:                /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            March 11, 1996
    H. A. Sklenar          Officer and Director
                           (Principal Executive Officer)


/s/ D. F. Sansone          Vice President-Finance               March 11, 1996
    D. F. Sansone          and Treasurer (Principal
                           Financial Officer)


/s/ E. A. Khan             Controller                            March 11, 1996
   E. A. Khan              (Principal Accounting Officer)


       *                    Director
Marion H. Antonini

       *                    Director
Livio D. DeSimone


       *                    Director
William J. Grayson, Jr.


       *                    Director
John K. Greene


       *                    Director
Donald M. James


       *                    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                                 March 11, 1996
       William F. Denson, III
        Attorney-in-Fact for
       Each of the Directors
            Listed Above


      The Plan.  Pursuant to the requirements of the Securities Act of 1933,
as amended, the administrators 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 March 11, 1996.


                                    VULCAN MATERIALS COMPANY
                                    CONSTRUCTION MATERIALS DIVISION
                                    HOURLY EMPLOYEES SAVINGS PLAN

                                    By       /s/ J. Wayne Houston
                                                J. Wayne Houston
                                                 Chairman and
                                        Member of Administration Committee



                                    By       /s/ Peter E. Printz
                                                Peter E. Printz
                                        Member of Administration Committee


                                    By       /s/ Charles D. Lockhart
                                                Charles D. Lockhart
                                        Member of Administration Committee
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Registration Number 33-28398

                     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 Construction Materials Division
                        Hourly Employees Savings Plan
                            (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)

                               With a copy to:
                         C. Larimore Whitaker, Esq.
                        Bradley, Arant, Rose & White
                         2001 Park Place, Suite 1400
                         Birmingham, Alabama  35209
                                205-521-8000
                        ____________________________
CALCULATION OF REGISTRATION FEE
                                                      Proposed Maximum     Proposed Maximum
Title of Securities              Amount to be         Offering Price Per   Aggregate Offering       Amount of
 to be Registered                 Registered                Share               Price           Registration Fee
Common Stock, $1.00 par value
per share. . . . . . . . . . . . 100,000 shares*           **                $5,494,000***          $1,894.49
*   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
    this registration statement also covers an indeterminate amount of
    interests to be offered or sold pursuant to the employee benefit plan
    described herein.
**  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 ($54.94) reported in the consolidated reporting system on
    March 4, 1996.
Vulcan Materials Company, a New Jersey corporation (the "Company"),
hereby incorporates herein by this reference, the contents of the Registration
Statement on Form S-8 filed by the Company on April 28, 1989 (Registration No.
33-28398) (the "Registration Statement"), except that the information
contained in the Registration Statement with respect to the Plan (as such term
is defined in the Registration Statement) is not incorporated herein by this
reference.

         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, 1994, as amended by the Annual Report on Form 10-K/A of the
Company (Commission File No. 1-4033).

      (2)    The Quarterly Reports of the Company on Form 10-Q for the
quarterly periods ended September 30, 1995, June 30, 1995 and March 31, 1995
(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 20,808 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 AND FINANCIAL STATEMENT SCHEDULES.

(a)   UNDERTAKING

      The registrant hereby undertakes that it will submit or has submitted
the Vulcan Materials Company Thrift Plan For Salaried Employees (the "Plan")
and any amendments thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in
order to qualify the Plan.

(b)   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 L.L.P.
 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

      The Registrant.  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 March 11, 1996.

                          VULCAN MATERIALS COMPANY

                                By:                /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            March 11, 1996
    H. A. Sklenar          Officer and Director
                           (Principal Executive Officer)

/s/ D. F. Sansone          Vice President-Finance               March 11, 1996
    D. F. Sansone          and Treasurer (Principal
                           Financial Officer)

/s/ E. A. Khan             Controller                            March 11, 1996
   E. A. Khan              (Principal Accounting Officer)

       *                    Director
Marion H. Antonini

       *                    Director
Livio D. DeSimone

       *                    Director
William J. Grayson, Jr.

       *                    Director
John K. Greene

       *                    Director
Donald M. James

       *                    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                                 March 11, 1996
       William F. Denson, III
        Attorney-in-Fact for
       Each of the Directors
            Listed Above

      The Plan.  Pursuant to the requirements of the Securities Act of 1933,
as amended, the administrators 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 March 11, 1996.

                                    VULCAN MATERIALS COMPANY
                                    CONSTRUCTION MATERIALS DIVISION
                                    HOURLY EMPLOYEES SAVINGS PLAN

                                    By       /s/ J. Wayne Houston
                                                J. Wayne Houston
                                                 Chairman and
                                        Member of Administration Committee

                                    By       /s/ Peter E. Printz
                                                Peter E. Printz
                                        Member of Administration Committee

                                    By       /s/ Charles D. Lockhart
                                                Charles D. Lockhart
                                        Member of Administration Committee