POWER OF ATTORNEY


STATE OF NEW JERSEY                     )
COUNTY OF MIDDLESEX                     )


         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 Report on
Form 10-K for the year ended December 31, 1994 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  6th  day of
February, 1995.

                                        /s/Orin R. Smith
                                        Orin R. Smith

STATE OF NEW JERSEY                     )
COUNTY OF MIDDLESEX                     )

         On this 6th day of February in the year 1995, before me, Theresa
Richards, a Notary Public of said State, duly commissioned and sworn,
personally appeared Orin R. Smith, 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/  Theresa Richards
                                        Notary Public in and for said State

[SEAL]
                                        My Commission Expires: 6/27/95