POWER OF ATTORNEY


STATE OF CALIFORNIA    )
COUNTY OF LOS ANGELES  )


    The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints W. F. Denson, III,
and E. Starke Sydnor, and each of them, the true and lawful attorneys of the
undersigned to sign the name of the undersigned as director to the End Report
on Form 10-K for the year ended December 31, 1993 of said corporation to be
filed with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, and to any and all amendments to said
report.

    The undersigned hereby grants to said attorneys full power of
substitution, resubstitution and revocation, all as fully as the undersigned
could do if personally present, hereby ratifying all that said attorneys or
their substitutes may lawfully do by virtue hereof.

    IN WITNESS WHEREOF, the undersigned director of Vulcan Materials Company
has executed this Power of Attorney this 22nd day of February, 1994.



                                       /s/ Donald B. Rice
                                       Donald B. Rice

STATE OF CALIFORNIA    )
COUNTY OF LOS ANGELES  )


    On February 22, 1994, before me, Frances B. DeVincent, Notary Public,
personally appeared Donald B. Rice, personally known to me or proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in
his authorized capacity, and that by his signature on the instrument the
person, or the entity upon behalf of which the person acted, executed the
instrument.

    WITNESS my hand and official seal.

                                       /s/ Frances B. DeVincent
                                       Notary Public in and for said State

[SEAL]
                                       My Commission Expires:

                                       September 24, 1994