POWER OF ATTORNEY


STATE OF GEORGIA  )
COUNTY OF FULTON  )


    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/ James V. Napier
                                           James V. Napier





STATE OF GEORGIA  )
COUNTY OF FULTON  )


    On this 22  day of February in the year 1994, before me, Rheta Johnson, a
Notary Public of said State, duly commissioned and sworn, personally appeared
James V. Napier, known to me to be the person whose name is subscribed to the
within instrument, and acknowledged that he executed the same.

    IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                       /s/ Rheta Johnson
                                       Notary Public in and for said State

[SEAL]
                                       My Commission Expires:

                                       June 10, 1995