FORM 10-K/A

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D. C. 20549
                          Amendment No. 1

(Mark One)
  [ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1994
                                OR

  [   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
         THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                    to

Commission file number 1-4033

                     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
       (Address of principal executive offices)   (Zip Code)

 Registrant's telephone number, including area code (205) 877-3000

Securities registered pursuant to Section 12(b) of the Act:
                                                    Name of each exchange on
    Title of each class                                 which registered
Common Stock, $1 Par Value                           New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:         None

  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes   X        No

  Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [  ]

  The aggregate market value of the voting stock held by non-affiliates of
the registrant as of February 28, 1995:

  Common Stock, $1 Par Value                    $1,775,017,728.00

  The number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:

                                               Shares outstanding at
                                                 February 28, 1995
  Common Stock, $1 Par Value                         35,858,944

Documents Incorporated by Reference:
  Portions of the registrant's Annual Report to Shareholders for the year
ended December 31, 1994, are incorporated by reference into Parts I, II and IV
of this Annual Report on Form 10-K.

  Portions of the registrant's annual proxy statement for the annual meeting
of its shareholders to be held on May 22, 1995, which will be filed within 120
days of the end of the fiscal year covered by this Report, are incorporated by
reference into Part III of this Annual Report on Form 10-K.

                        AMENDMENT NO. 1

     As permitted by Rule 15d-21 under the Securities Exchange Act of 1934,
the undersigned registrant hereby amends its Annual Report for the fiscal year
ended December 31, 1994, on Form 10-K to add thereto the consents of its
independent certified accountant and the following items, financial
statements, exhibits or other portions of said Annual Report as set forth in
the pages attached hereto:

          (a)   Financial statements required by Form 11-K with respect
     to the Vulcan Materials Company Thrift Plan for Salaried Employees
     for the fiscal year ended December 31, 1994, filed as Exhibit 25(a) to
     the aforesaid Annual Report.

          (b)   Financial statements required by Form 11-K with respect
     to the Vulcan Materials Company Construction Materials Divisions
     Hourly Employees Savings Plan for the fiscal year ended December 31,
     1994, filed as Exhibit 25(b) to the aforesaid Annual Report.

          (c)   Financial statements required by Form 11-K with respect
     to the Vulcan Materials Company Chemicals Division Hourly
     Employees Savings Plan for the fiscal year ended December 31, 1994,
     filed as Exhibit 25(c) to the aforesaid Annual Report.

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                               VULCAN MATERIALS COMPANY
                                     (Registrant)

                               By     /s/ Daniel F. Sansone
                                          Daniel F. Sansone
                                    Vice President, Finance and Treasurer
DATE:     June 28, 1995

          (This document consists of 45 sequentially
      numbered pages; an index appears on Page 2 hereof.)

                                   INDEX

     The following Exhibits to the Vulcan Materials Company Annual Report
(Form 10-K) for the fiscal year ended December 31, 1994, are set forth herein,
at the pages indicated:

     Exhibit 25(a):                                              Tab 1
     Financial statements required by Form 11-K with            pp. 3-19
     respect to the Vulcan Materials Company Thrift Plan
     for Salaried Employees for the fiscal year ended
     December 31, 1994, and the independent certified
     accountant's consent with respect thereto.


     Exhibit 25(b):                                              Tab 2
     Financial statements required by Form 11-K with            pp. 20-32
     respect to the Vulcan Materials Company Construction
     Materials Divisions Hourly Employees Savings Plan for
     the fiscal year ended December 31, 1994, and the
     independent certified accountant's consent with respect
     thereto.

     Exhibit 25(c):                                              Tab 3
     Financial statements required by Form 11-K with            pp. 33-45
     respect to the Vulcan Materials Company Chemicals
     Division Hourly Employees Savings Plan for the
     fiscal year ended December 31, 1994, and the independent
     certified accountant's consent with respect thereto.