POWER OF ATTORNEY


STATE OF ALABAMA                        )
COUNTY OF JEFFERSON                     )


         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 8th day of
March, 1995.

                                        /s/  William J. Grayson, Jr.
                                        William J. Grayson, Jr.

STATE OF ALABAMA                        )
COUNTY OF JEFFERSON                     )

         On this 8th day of March in the year 1995, before me, Mary Angela
Miller, a Notary Public of said State, duly commissioned and sworn, personally
appeared William J. Grayson, Jr., 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/  Mary Angela Miller
                                        Notary Public in and for said State

[SEAL]
                                        My Commission Expires: 11/14/95