FORM 10-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

(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, 1995

[ ] 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 29, 1996:

Common Stock, $1 Par Value $1,894,775,320

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 29, 1996
Common Stock, $1 Par Value 34,926,734

Documents Incorporated by Reference:
Portions of the registrant's Annual Report to Shareholders for the year
ended December 31, 1995, 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 17, 1996, are incorporated by
reference into Part III of this Annual Report on Form 10-K.

VULCAN MATERIALS COMPANY
CROSS REFERENCE SHEET FOR DOCUMENTS INCORPORATED BY REFERENCE

HEADING IN
ANNUAL REPORT PAGE IN
FORM 10-K TO SHAREHOLDERS FOR ANNUAL
ITEM NO. YEAR ENDED DECEMBER 31, 1995 REPORT

1. Business (Financial Results Segment Financial Data 22-23
by Business Segments)
Note 11, Segment Data 44

Note 13, Callaway Chemical
Acquisition 45

3. Legal Proceedings Note 9, Other Commitments and
Contingent Liabilities 43

5. Market for the Registrant's Common Stock Market Prices
Common Equity and Related and Dividends 21
Stockholder Matters

6. Selected Financial Data Selected Financial Data 20

7. Management's Discussion and Management's Discussion
Analysis of Financial and Analysis 24-31
Condition and Results Financial Terminology 47
of Operations

8. Financial Statements and Consolidated Statements 34
Supplementary Data of Earnings

Consolidated Balance Sheets 35

Consolidated Statements of
Cash Flows 36

Consolidated Statements of
Shareholders' Equity 37

Notes to Financial Statements 38-45

Management's Responsibility for
Financial Reporting and
Internal Control 46

Independent Auditors' Report 46

Supplementary Information-
Quarterly Financial Data
(Unaudited) 32

14. Exhibits, Financial Statement Management's Discussion
Schedules and Reports on and Analysis 24-31
Form 8-K

HEADING IN PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 17, 1996

10. Directors and Executive Election of Directors; Nominees for
Officers of the Registrant Election to the Board of Directors;
Directors Continuing in Office;
Compliance with the Securities
Exchange Act

11. Executive Compensation Compensation of Directors;
Executive Compensation; Shareholder
Return Performance Presentation;
Retirement Income Plan; Employee
Special Severance Plan

12. Security Ownership of Security Ownership of Certain
Certain Beneficial Owners Beneficial Owners; Security
and Management Holdings of Management

VULCAN MATERIALS COMPANY

ANNUAL REPORT ON FORM 10-K

Fiscal Year Ended December 31, 1995

CONTENTS

PART ITEM PAGE

I 1 Business 1
2 Properties 5
3 Legal Proceedings 8
4 Submission of Matters to a Vote of Security Holders 12
4 a. Executive Officers of the Registrant 12

II 5 Market for the Registrant's Common Equity and
Related Stockholder Matters 13
6 Selected Financial Data 13
7 Management's Discussion and Analysis of
Financial Condition and Results of Operations 13
8 Financial Statements and Supplementary Data 14
9 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 14

III 10 Directors and Executive Officers of the Registrant 14
11 Executive Compensation 14
12 Security Ownership of Certain Beneficial Owners
and Management 15
13 Certain Relationships and Related Transactions 15

IV 14 Exhibits, Financial Statement Schedules,
and Reports on Form 8-K 15

-- Signatures 22

PART I

ITEM 1. BUSINESS

Vulcan Materials Company, a New Jersey corporation incorporated in
1956, and its subsidiaries (together called the "Company") are principally
engaged in the production, distribution and sale of construction materials
("Construction Materials") and industrial and specialty chemicals
("Chemicals"). Construction Materials and Chemicals may each be considered
both a segment (or a line of business) and a class of similar products. The
Company is the nation's leading producer of construction aggregates.

All of the Company's products are marketed under highly competitive
conditions, including competition in price, service and product performance.
There are a substantial number of competitors in both the Construction
Materials segment and Chemicals segment.

No material part of the business of either segment of the Company is
dependent upon a single customer or upon a few customers, the loss of any one
of which would have a materially adverse effect on the segment. The Company's
products are sold principally to private industry. Although large amounts of
construction materials are used in public works, relatively insignificant
sales are made directly to federal, state, county or municipal governments, or
agencies thereof.

The Company conducts research and development activities for both
of its business segments. The Construction Materials research and development
laboratory is located near Birmingham, Alabama. The Chemicals research and
development laboratories are located in Wichita, Kansas and Columbus, Georgia.
In general, the Company's research and development effort is directed to
applied technological development for the use of its Construction Materials
and Chemicals products as well as for the manufacturing or processing of its
Chemicals products. The Company spent approximately $1,132,000 in 1993,
$1,080,000 in 1994 and $1,142,000 in 1995 on research and development
activities for its Construction Materials segment. The Company spent
approximately $4,941,000 in 1993, $7,215,000 in 1994 and $9,159,000 in 1995 on
research and development activities for its Chemicals segment.

The Company estimates that capital expenditures for environmental
control facilities in the current fiscal year (1996) and the succeeding fiscal
year (1997) will be approximately $5,173,000 and $1,986,000, respectively, for
the Construction Materials segment, and $15,042,000 and $5,410,000,
respectively, for the Chemicals segment.

The Company's principal sources of energy are electricity, natural gas
and diesel fuel. The Company does not anticipate any material difficulty in
obtaining the required sources of energy required for its operations.

In 1995, the Construction Materials segment employed an average of
approximately 5,153 people. The Chemicals segment employed an average of
approximately 1,613 people. The Company's corporate office employed an
average of approximately 152 people. The Company considers its relationship
with its employees to be good.

Financial results of the Company for any individual quarter are not
necessarily indicative of results to be expected for the year, due primarily
to the effect that weather can have on the sales and production volume of the
Construction Materials segment. Normally, the highest sales and earnings of
the Construction Materials segment are attained in the third quarter and the
lowest are realized in the first quarter.

CONSTRUCTION MATERIALS

The Company's construction aggregates business consists of the
production and sale of crushed stone, sand, gravel, rock asphalt and crushed
slag (a by-product of steel production). Crushed stone constituted
approximately 77% of the dollar volume of the Construction Materials segment's
1995 sales, as compared to 75% in 1994 and 74% in 1993. Construction
aggregates of suitable characteristics are employed in virtually all types of
construction, including highway construction and maintenance, and in the
production of asphaltic and portland cement concrete mixes. They also are
widely used as railroad track ballast.

Each type of aggregate is sold in competition with other types
of aggregates and in competition with other producers of the same type of
aggregate. Because of the relatively high transportation costs inherent in
the business, competition generally is limited to the areas in relatively
close proximity to production facilities. Noteworthy exceptions are the areas
along the Mississippi and Tennessee-Tombigbee river systems and the Gulf Coast
which are served by the Company's Reed quarry, areas served by rail-connected
quarries, and the areas along the Gulf Coast served by ocean-going vessels
that transport stone from the Company's joint venture operation in Mexico.
The Company's construction aggregates are sold principally in portions of most
of the southeastern states, portions of Texas, northern and central Illinois,
northern Indiana and southern Wisconsin.

Shipments of all construction aggregates from the Company's domestic
operations in 1995 totaled approximately 136 million tons, with crushed stone
shipments to customers accounting for 129 million tons.

In 1995, the Company, directly or through joint ventures, operated
121 domestic permanent and portable plants at quarries located in 13 states
for the production of crushed limestone and granite with estimated reserves
totaling approximately 7.5 billion tons.

In 1995, the Company, directly or through joint ventures, operated 13
sand and gravel plants, four slag plants and various other types of plants
which produce rock asphalt, mineral filler, pulverized limestone and fine
grind products. Estimates of sand and gravel reserves, calculated in a manner
comparable to the estimates of stone reserves set forth above, total
approximately 42 million tons.

Other Construction Materials products and services include asphaltic
concrete, ready-mixed concrete, trucking services, barge transportation, coal
handling services, a Mack Truck distributorship, paving construction,
dolomitic lime, emulsified asphalt and several other businesses.

Environmental and zoning regulations have made it increasingly
difficult for the construction aggregates industry either to expand existing
quarries or to develop new quarries. Although it cannot be predicted what
policies will be adopted in the future by governmental bodies regarding
environmental controls which affect the Construction Materials industry, the
Company anticipates that future environmental control costs will not have a
materially adverse effect upon its business.

CHEMICALS

The Chemicals Division is organized in two business units: the
Chloralkali Business Unit which manages the Company's chloralkali business,
and the Performance Systems Business Unit which manages the Company's
specialty chemicals business.

The principal chemicals produced by the Chloralkali Business Unit at
the Company's three chloralkali plants described in Item 2 below, are
chlorine, caustic soda (sodium hydroxide), muriatic acid, caustic potash
(potassium hydroxide) potassium carbonate, chlorinated hydrocarbons and
calcium chloride. Chlorine and various hydrocarbons (primarily ethylene and
methanol) are used to produce the Unit's line of chlorinated hydrocarbons,
including methylene chloride, perchloroethylene, chloroform, methyl chloride,
ethylene dichloride, carbon tetrachloride, methyl chloroform and
pentachlorophenol.

Principal markets for the Chloralkali Business Unit's chemical
products and services include pulp and paper, energy, food, pharmaceutical,
cleaning, chemical processing, fluorocarbons, water treatment and textiles.
In the paper-making industry, chlorine is used in pulp and paper bleaching,
while caustic soda is used primarily in the kraft and sulfite pulping process.
The Company supplies hydrochloric acid to the energy industry for use in oil
well stimulation and gas extraction. Caustic soda also is used to
demineralize water for steam production at electrical energy facilities and to
remove sulfur from gas and coal. Hydrochloric acid, caustic soda, methylene
chloride and caustic potash are used by the food and pharmaceutical
industries. Perchloroethylene, methylene chloride and methyl chloroform are
used in industrial cleaning applications. Perchloroethylene is also used in
the drycleaning industry. Potassium carbonate is used in the manufacture of
screen glass, rubber antioxidants and other chemicals.

The Chloralkali Business Unit's sales to the chemical processing
industry serve companies that produce organic and inorganic chemical
intermediates and finished products ranging from clay-based catalysts to
agricultural herbicides. Products sold to this market include hydrochloric
acid, chlorine, caustic soda and caustic potash. The Company sells
perchloroethylene, chloroform and methyl chloroform to the fluorocarbons
market. Chlorine is used in water and sewage treatment, and caustic soda and
caustic potash are used in the production of soaps and detergents. Chlorine
also is used as an industrial bleaching agent, in cleaning applications for
the electronics industry, as a biocide in the fruit processing industry and in
various applications in the oil industry. Calcium chloride, produced at the
Company's Wichita complex, has a multitude of uses including de-icing of
roads, dust control, road stabilization and oil well completion.

The principal chemicals produced for the Performance Systems Business
Unit by the Company's Callaway Chemical subsidiaries include process aids for
the pulp and paper and textile industries and various water treatment
chemicals. Through its Rio Linda Chemical subsidiary, the Performance Systems
Business Unit assembles and markets small-scale chlorine dioxide generators,
and sells related chemicals (primarily sodium chlorite manufactured by the
Company) and services to the water treatment, food processing and pulp and
paper industries. Additionally, through its Rio Linda Chemical subsidiary,
the Performance Systems Business Unit assembles and markets equipment, and
sells related chemicals (primarily hydrogen peroxide purchased from others)
and services, to the municipal and industrial water treatment markets. The
Performance Systems Business Unit produces sodium chlorite at the Chloralkali
Business Unit's Wichita plant which is used in the water treatment, food
processing, pulp and paper, textile and electronics industries. The
Performance Systems Business Unit also markets sodium hydrosulfite which is
used primarily in the pulp and paper industry and produced at the Port
Edwards Plant.

In February 1996, the Company sold the assets relating to its
perox-pure business formerly held by its subsidiary, Vulcan Peroxidation
Systems Inc. ("VPSI"). The remaining assets of VPSI relating to its
perox-serv business have been transferred to the Company's Rio Linda Chemical
subsidiary.

The Company competes throughout the United States with numerous
companies, including some of the largest chemical companies, in the production
and sale of its lines of chemicals. The Company also competes for sales to
customers located outside the United States, with sales to such customers
currently accounting for approximately 6% of the Company's chemicals sales.

In December 1995, the Company suspended funding for the development of
its joint venture soda ash project at Owens Lake, California. The venture had
encountered a continuing series of permitting delays and other obstacles that
adversely affected the project. In the fourth quarter of 1995, the Company
expensed the costs incurred in engineering and permitting in connection with
this venture.

The Company's underground reserves of salt, which is a basic raw
material in the production of chlorine and caustic soda, are located at or
near its Wichita, Kansas, and Geismar, Louisiana, plants. The Company
purchases salt for its Port Edwards, Wisconsin, plant. Ethylene, methanol,
and vinyl chloride monomer, the other major raw materials used in the
Chloralkali Business Unit and various chemicals used by the Performance
Systems Business Unit are purchased from several different suppliers.
Sources of salt, ethylene, methanol, vinyl chloride monomer and other various
chemicals are believed to be adequate for the Company's operations and the
Company does not anticipate any material difficulty in obtaining the raw
materials which it uses.

The Company's chemical operations are subject to the Resource
Conservation and Recovery Act ("RCRA"). Under the corrective action
requirements of RCRA, the Environmental Protection Agency ("EPA") must
identify facilities subject to RCRA's hazardous waste permitting provisions
where practices in the past have caused releases of hazardous waste or
constituents thereof. The owner of any such facility is then required to
conduct a Remedial Facility Investigation ("RFI") defining the nature and
extent of any such releases described by the EPA. If the results of the RFI
determine that constituent concentrations from any such release exceed action
levels specified by the EPA, the facility owner is further required to perform
a Corrective Measures Study ("CMS") identifying feasible technological
alternatives for addressing these releases. Depending upon the results
reported to the EPA in the RFI and CMS, the EPA subsequently may require
Corrective Measures Implementation ("CMI") by the facility owner -
essentially, implementation of a cleanup plan developed by the EPA based on
the RFI and CMS.

The Company expects to incur RFI and CMS costs over the next several
years at its Geismar, Port Edwards and Wichita manufacturing facilities. For
each of these three facilities, the RFI and CMS results will determine whether
the EPA subsequently requires a CMI to address releases at the facility, and
the scope and cost of any such CMI. With respect to those RFI and CMS costs
that currently can be reasonably estimated, the Company has determined that
its accrued reserves are adequate to cover such costs. However, the total
costs which ultimately may be incurred by the Company in connection with
discharging its obligations under RCRA's corrective action requirements cannot
reasonably be estimated at this time.

Various other environmental regulations also have a restrictive
effect upon the chemicals industry, both as to production and sales,
particularly the production and sale of certain chemicals which are subject to
regulation as ozone depleting chemicals. The production and marketing of
carbon tetrachloride ended effective January 1, 1996, for all end uses except
for exports to Article 5 countries as defined by the Montreal Protocol on
Ozone Depleting Chemicals. The production of methyl chloroform for emissive
applications also ended effective January 1, 1996. Existing inventory of
methyl chloroform may continue to be marketed for emissive uses. In addition,
methyl chloroform will continue to be produced and marketed for non- emissive
uses while carbon tetrachloride will continue to be produced and marketed for
export to Article 5 countries. However, sales volume of both products will be
significantly lower than in prior years.

FINANCIAL RESULTS BY BUSINESS SEGMENTS

Net sales, earnings, identifiable assets and related financial data
for each of the Company's business segments for the three years ended
December 31, 1995, are reported on page 44 (Note 11 of the Notes to Financial
Statements) and on pages 22 and 23 (under the caption "Segment Financial
Data") in the Company's 1995 Annual Report to Shareholders, which pages are
incorporated herein by reference.

ITEM 2. PROPERTIES

CONSTRUCTION MATERIALS

The Company's current estimate of approximately 7.5 billion tons of
domestic stone reserves is approximately 200 million tons less than the
estimate reported at the end of 1994. Decreases in the Company's reserves
have resulted from 1995 production tonnage and the sale of quarry sites in
Iowa. These decreases have been partially offset by leases or acquisitions
of new quarry sites and revisions in mining plans. Management believes that
the quantities of reserves at the Company's stone quarries are sufficient to
result in an average quarry life of approximately 60 years at present
operating levels.

The foregoing estimates of reserves are of recoverable stone of
suitable quality for economic extraction, based on drilling and studies by
the Company's geologists and engineers, recognizing reasonable economic and
operating restraints as to maximum depth of overburden and stone excavation.
These estimates do not include reserves at the Company's inactive and
undeveloped sites nor reserves in joint ventures.

Of the 121 domestic stone quarries which the Company operates directly
or through joint ventures, 32 are located on owned land, 17 are on land owned
in part and leased in part, and 72 are on leased land. While some of the
Company's leases run until reserves at the leased sites are exhausted,
generally the Company's leases have definite expiration dates which range from
1996 to 2104. Most of the Company's leases have options to extend them well
beyond their current terms.

Due to transportation costs, the marketing areas for most quarries in
the construction aggregates industry are limited, often consisting of a single
metropolitan area or one or more counties or portions thereof. The following
table itemizes the Company's 10 largest active stone quarries in terms of the
quantity of stone reserves, with nearby major metropolitan areas (if
applicable) shown in parentheses:

Estimated
Years of Life Lease
At Average Expiration
Rate Of Nature of Date, if
Location Product Production* Interest Applicable**

McCook (Chicago), Illinois Limestone 92*** Owned

Paducah, Kentucky Limestone 44 Leased ****

Grayson (Atlanta), Georgia Granite Over 100 Owned

Gray Court (Greenville), South Carolina Granite Over 100 Owned

Warrenton, Virginia (Washington, D.C.) Diabase Over 100 Leased ****

Kennesaw (Atlanta), Georgia Granite 54 75% Owned
25% Leased 2013

Manteno, Illinois Limestone Over 100 Leased 2104

Skippers, Virginia Granite Over 100 Leased 2016

Lawrenceville (Norfolk/Virginia
Beach), Virginia Granite 89 25% Owned
75% Leased 2024

Columbus, Georgia Granite 68 60% Owned
40% Leased 2012
<FN>

* Estimated years of life of stone reserves are based on the average annual
rate of production of the quarry for the most recent three-year period,
except that if reserves are acquired or if production has been
reactivated during that period, the estimated years of life are based on
the annual rate of production from the date of such acquisition or
reactivation. Revisions may be necessitated by such occurrences as
changes in zoning laws governing quarry properties, changes in stone
specifications required by major customers and passage of government
regulations applicable to quarry operations. Estimates also are revised
when and if additional geological evidence indicates that a revision is
necessary.

** Renewable by the Company through date shown.

*** For some time, the Metropolitan Water Reclamation District of Greater
Chicago (MWRD) has had under consideration the condemnation of a portion
of this quarry in order to use it as a reservoir. The Company believes
that this action, if it occurs, could significantly reduce the life of
this quarry, but will not have a material effect on the financial
condition of the Company as a whole. Recently, the MWRD announced it
would seek to develop this reservoir on nearby property owned by it.
The Company continues to have discussions with the MWRD.

**** Lease does not expire until reserves are exhausted. Surface rights at
the Paducah, Kentucky, quarry are owned.

The estimated average life of the Company's sand and gravel
operations, calculated in the same manner as described in the footnote to
the table set out above, is approximately 8 years. Approximately 46% of the
Company's estimated 42 million tons of sand and gravel reserves are located
on owned land, with the remaining 54% located on leased land.

CHEMICALS

Manufacturing facilities for the chemicals produced by the Chloralkali
Business Unit are owned and operated by the Company at Wichita, Kansas;
Geismar, Louisiana; and Port Edwards, Wisconsin. With a few exceptions, the
Geismar and Wichita facilities produce the full line of products manufactured
by the Company's Chloralkali Business Unit. The Port Edwards plant produces
chlorine, caustic soda, muriatic acid, caustic potash, potassium carbonate and
sodium hydrosulfite.

All of the facilities at Wichita are located on a 1,396-acre tract of
land owned by the Company. Mineral rights for salt are held by the Company
under two leases that are automatically renewable from year to year unless
terminated by the Company and under several other leases which may be kept in
effect so long as production from the underlying properties is continued. In
addition, the Company owns 320 acres of salt reserves and 160 acres of water
reserves. The Company maintains an electric power cogeneration facility at
the Wichita plant site which is capable of generating approximately one-third
of the plant's electricity and two-thirds of its process steam requirements.
Effective in July 1995, pursuant to a long-term agreement, the Company has
placed this facility in reserve and is purchasing all of its requirements for
electric power from a local utility at favorable rates.

The facilities at Geismar, Louisiana, are located on a 1,266-acre
tract of land owned by the Company. Included in the facilities at the Geismar
plant is an electric power cogeneration facility owned by the Company which
supplies substantially all of the electricity and process steam required by
the plant. Mineral rights for salt are held under a long-term lease expiring
in 2007.

The plant facilities at Port Edwards, Wisconsin, are located on a
34-acre tract of land, the surface rights to which are owned by the Company.
Currently, the Company purchases its salt and electrical power requirements
for the Port Edwards facility from regional sources of supply.

Manufacturing facilities for chemicals produced by the Performance
Systems Business Unit (other than sodium chlorite produced at Wichita and
sodium hydrosulfite, produced at Port Edwards) are operated by subsidiaries of
the Company. Callaway Chemical Company owns a headquarters office building
and two production facilities in Columbus, Georgia, and a smaller production
facility in Shreveport, Louisiana. Callaway Chemical Limited has an office
and small production facility on leased property in Vancouver, British
Columbia. Rio Linda Chemical Company leases its office and production
facilities in West Sacramento, California.

The Company's Chemicals manufacturing facilities are designed to
permit a high degree of flexibility as to feedstocks, product mix and
by-product ratios; therefore, actual plant production capacities vary
according to these factors. Management does not believe, however, that there
is material excess in production capacity at the Company's Chemicals
facilities.

OTHER PROPERTIES

The Company's corporate offices are located in an office complex near
Birmingham, Alabama. Headquarters staffs of the Construction Materials and
Chemicals segments, the Southern Division of the Construction Materials
segment, and Vulcan Gulf Coast Materials, Inc., also are located in this
complex. The space is occupied pursuant to several leases. The lease
pursuant to which the majority of the space is leased runs through December
31, 1998. The Company has the option of extending this lease for two
five-year periods. The Company's space in this complex is leased at an
approximate annual rental, as of December 31, 1995, of $1,400,000, which is
subject to limited escalation.

ITEM 3. LEGAL PROCEEDINGS

The Company is a defendant in various lawsuits in the ordinary course
of business. It is not possible to determine with precision the probable
outcome of or the amount of liability, if any, under these lawsuits; however,
in the opinion of the Company and its counsel, the disposition of these
lawsuits will not adversely affect the consolidated financial position of the
Company to a material extent.

In the course of its Construction Materials and Chemicals operations,
the Company is subject to occasional governmental proceedings and orders
pertaining to occupational health and safety or to protection of the
environment, such as proceedings or orders relating to noise abatement, air
emissions or water discharges. As part of its continuing program of
environmental stewardship, however, the Company has been able to resolve such
proceedings and to comply with such orders without any materially adverse
effects on its business.

1. In May 1985, the Company received a letter from the United
States Environmental Protection Agency ("EPA") regarding the Cleve Reber
Superfund Site in Ascension Parish, Louisiana (the "Reber Site"). EPA's
letter advised that the Company was deemed by EPA to be a potentially
responsible party ("PRP") with respect to the Site under the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"), and records
indicated that the Company generated a portion of wastes containing CERCLA
hazardous substances which were disposed of at the Reber Site. On February 5,
1991, EPA issued a unilateral administrative order ("UAO") directing named
respondents, including the Company and other PRPs, to clean up the site. In a
letter dated April 9, 1991, the Company, along with three other PRPs named in
the UAO, gave notice to EPA that they intend to comply with all lawful terms
and conditions of the UAO. Effective June 8, 1992, the Company and other PRPs
entered into a Site Participation Agreement ("Agreement") allocating among the
parties costs anticipated to be incurred both in connection with site
remediation and EPA's past response work or oversight work at the Reber Site.

The Company together with the other participating PRPs subsequently
implemented EPA's final cleanup plan for the Reber Site in accordance with the
requirements of the UAO, and completed active Site remediation during 1995.
Site capping and certain other remaining work required under the UAO is
expected to be completed in the second quarter of 1996. The Company believes
that total provisions now recorded are adequate to cover its share of the
anticipated remaining costs.

2. In August 1991, the Company received a letter from the State
of New Jersey Department of Environmental Protection ("NJDEP") concerning a
site located in Newark, New Jersey, which the Company previously owned and
upon which the Company operated a chemicals production facility from the early
1960s until 1974. The NJDEP's letter contends that hazardous substances and
pollutants contaminate the site and that a Remedial Investigation/Feasibility
Study ("RI/FS") is required in order to determine the nature and extent of
such contamination and whether a remedial action plan with respect thereto
should be developed. In November 1991, the Company received from NJDEP a
"Directive and Notice to Insurers" (the "Directive") purporting to direct the
Company to pay to the NJDEP $1,000,000 to be used by it in conducting an RI/FS
at the site. Although the NJDEP has not withdrawn its Directive, the NJDEP
has informally agreed that it will not seek to enforce its Directive as long
as the Company participates in the RI/FS for this site.

In August 1993, two other allegedly responsible parties, Safety-Kleen
Environsystems Company and Bristol-Meyers Squibb Company (collectively, the
"Respondents"), entered into an Administrative Consent Order ("ACO") issued by
the NJDEP concerning the site. The ACO contains certain findings of fact by
the NJDEP and provisions governing the conduct by the Respondents of an RI/FS
for the site and remedial actions, if any, resulting therefrom. Under a
separate agreement with Respondents and certain successors, the Company will
share in the cost of the RI/FS. The Respondents estimate a cost of $250,000
to complete the RI. The cost of the FS depends upon the results of the RI.

Depending, in turn, upon the results of the RI/FS, NJDEP will
determine what site remediation is required under the ACO, if any. In that
event, it is also likely that the Respondents or the NJDEP will assert that
the Company should bear some responsibility in connection with such
remediation. At this time, however, it is impossible to predict the ultimate
outcome of this matter.

3. In October 1991, the Company received a letter from Chevron
USA, Inc. ("Chevron"), contending that hazardous substances and pollutants
contaminate a site owned by Chevron and located in Woodbridge Township,
Middlesex County, New Jersey. The Company sold that site to Chevron in 1958,
and the Company owned and operated a detinning facility adjacent to the
Chevron site until 1964. Chevron has advised the Company that Chevron is
investigating the feasibility of corrective action pursuant to applicable
provisions of RCRA, and is seeking assistance from parties who may have been
responsible for some or all of the contamination at the site.

The Company and other allegedly responsible parties have had meetings
with Chevron to discuss the status of the site. Given the limited information
available to the Company regarding this site, the extent, if any, to which the
Company's former operations may have contributed to contamination at the site
cannot now be established or confirmed. For these reasons, it is impossible
at this time for the Company to predict the outcome of this matter or the
existence or extent of any liability of the Company with respect to this
matter.

4. In January 1992, the Company received a letter from the EPA
regarding alleged releases or threatened releases of hazardous substances at a
hazardous waste treatment, storage and disposal site in Greer, South Carolina,
which was operated by Aqua-Tech Environmental, Inc., a South Carolina
corporation. The EPA's letter advised that the Company may be considered a
CERCLA PRP. The Company confirmed that in 1987 it had sent cylinders
containing titanium tetrachloride to the site for disposal. In April 1992,
the Company became a party to a PRP Agreement whereby the signatories thereto
agreed to cooperate in responding as a PRP group to a CERCLA Section 106 UAO
issued to many of the PRPs, including the Company, directing the PRPs to
conduct a removal action with respect to hazardous substances on-site. A
total of 179 PRPs agreed to participate in the removal action and to share the
related costs according to a series of interim allocations. The removal
action has now been completed. The Company's allocated share is $124,769.51 of
which it has paid $116,571.00 to-date.

EPA has placed the site on the National Priorities List for
remediation under CERCLA; however, the extent to which the site is
contaminated has not been assessed, so additional costs associated with
assessing and remediating any such site contamination cannot yet be estimated.
Consequently, neither the extent, if any, to which the wastes the Company sent
to the site may have contributed to site contamination, nor the Company's
potential share, if any, of the costs associated with the assessment and
remediation of such site contamination, can yet be determined. However, based
on a proposed de minimis settlement which it currently is reviewing, the
Company does not believe that its potential share of any costs related to the
site will adversely affect the consolidated financial position of the Company
to a material extent.

5. In October 1992, the Company received a letter from the EPA
requesting information regarding waste generated by the Company and disposed
of at a sanitary landfill in Muskego, Wisconsin, which is operated by Waste
Management of Wisconsin ("Muskego Landfill"). The Company responded by
stating that it had no knowledge of the generation of any solid waste by the
Company's former aluminum recycling facility in Oak Creek, Wisconsin, which
was disposed of in the Muskego Landfill. Nevertheless, in January 1993, the
Company received a CERCLA Section 106 UAO directing that the Company and 45
other respondents/PRPs perform certain initial remedial design and action work
with respect to the Muskego Landfill.

The Company and other PRPs formed a PRP Group to formulate allocations
for certain of Waste Management's past response costs, a remedial design study
for the first phase of remediation, and first phase remedial work. The
Company subsequently paid its allocated share of the administrative costs for
the PRP Group, the cost of the remedial design study, and the costs relating
to past response efforts and the first phase of remediation.

In June 1995, the Company received another CERCLA Section 106 UAO,
dated June 6, 1995, wherein EPA purports to direct the Company, together with
55 other named respondents/PRPs, to submit a workplan for completing a
remedial design and remedial action to implement cleanup of groundwater
contamination at the Muskego Landfill. The Company believes that it can
assert substantial legal and equitable defenses with respect to this most
recent UAO. The Company's potential share of the ultimate cleanup cost,
therefore, cannot be determined at this time. The Company does not, however,
believe that its potential share, if any, of costs associated with the second
remediation phase involving groundwater cleanup will adversely affect the
consolidated financial position of the Company to a material extent.

6. The Company was notified in a March 1994 letter from EPA
that it was deemed a CERCLA PRP by EPA with respect to the Jack's
Creek/Sitkin Smelting Superfund Site in Mifflin County, Pennsylvania. The
Company is among some 880 PRPs that EPA claims shipped to the Site a total of
approximately 286 million pounds of material alleged to contain CERCLA
hazardous substances, including shipments by the Company claimed by EPA to
represent about 1.8 million pounds of that total amount.

The RI/FS prepared by EPA's contractor favors a Site remedy with an
estimated cost of $56.2 million. In addition, EPA claims that it has incurred
investigation and response costs relating to the Site of just over $5 million,
and the U.S. Department of the Interior has asserted a Site-related natural
resources damage claim of approximately $2.2 million. State natural resource
trustees have not formally asserted natural resource damage claims, although
State trustee agencies have reportedly conducted evaluations of Site impacts
on certain natural resources. Similarly, the Pennsylvania Department of
Environmental Protection ("PADEP") has allegedly incurred costs for
investigation and response at the Site, but has not yet formally asserted a
claim for, or stated the total amount of, the costs allegedly incurred. Under
the circumstances, the Company is not able to predict the probability of a
favorable or unfavorable outcome, or the amount of potential loss in the event
of any unfavorable outcome.

7. Lawsuits naming the Company have been filed in the District
Courts of Jefferson and Ector counties, Texas, by individual plaintiffs
alleging silicosis arising from exposure to industrial sand used for abrasive
blasting which was marketed by the Company from 1988 to 1994. The Company is
but one of from 20- 40 defendants named in each case. As of this date, 29
such cases are pending against the Company. At this time, the Company does
not expect that settlements or adverse judgments, if any, will adversely
affect the consolidated financial position of the Company to a material
extent.

8. On August 30, 1995, a complaint was filed in the District
Court of Nueces County, Texas, 214th Judicial District, by 144 individual
plaintiffs against 93 defendants, including the Company. Plaintiffs allege
personal injuries and damages arising from exposure to petroleum products,
asbestos, chemicals, solvents, minerals, metals and other products in
connection with plaintiffs' employment at the Corpus Christi Army Depot in
Corpus Christi, Texas. Plaintiffs' ad damnum plea is for $100 Million in
compensatory damages and "at least" $400 Million in punitive damages from all
defendants. The Company has retained counsel and is currently defending the
action. The Company does not believe that its potential share, if any, of
costs related to this action will adversely affect the consolidated financial
position of the Company to a material extent.

9. In 1987, the Company sold its former Neville Island,
Pennsylvania, detinning facility to AMG Resources Corporation. Under the
terms of the sale and subsequent agreements, the Company retained
responsibility for the assessment of certain environmental conditions at the
site, the preparation of a remediation plan to address such conditions for
submission to appropriate environmental regulatory agencies, and the
implementation of the approved remediation plan.

In 1991, the Company prepared and submitted to the PADEP the results
of an extensive site investigation. Subsequently, the Company's independent
consultants prepared a remediation proposal, and in November 1994, the Company
presented its remediation concept to PADEP representatives. At that time,
PADEP indicated that it was potentially willing to consider the proposed
remediation concept, and requested submission of certain additional
information. PADEP further stated that it intended to negotiate and enter
into a Consent Order setting forth the Company's remediation obligations at
the site.

In October 1995, the Company filed with the PADEP and Neville Township
a Notice of Intent to Remediate the AMG site under certain applicable
provisions of the Pennsylvania Land Recycling and Environmental Remediation
Standards Act (Act 2). With PADEP's authorization, the Company subsequently
implemented its remediation concept through a pilot remediation project which
addressed soil contamination in an area of the Neville Island site where AMG
was constructing a new recycling unit. Based on the results of the pilot
remediation effort, the Company has proposed to conduct additional remediation
activities under Act 2 to address the remainder of the AMG site, including
lead conditions in soils and arsenic conditions in groundwater. Concurrently,
PADEP, Vulcan and AMG are proceeding with negotiation of a consent order
covering the remediation effort and the scope of subsequent monitoring to
evidence the effectiveness of the remediation work. Under present
circumstances, however, the Company can neither predict the probability of a
favorable or unfavorable ultimate resolution of this matter nor the amount of
costs, if any, in excess of current reserves.

Note 9, Other Commitments and Contingent Liabilities on page 43 of the
Company's 1995 Annual Report to Shareholders is hereby incorporated by
reference.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to the Company's security holders through the
solicitation of proxies or otherwise during the fourth quarter of 1995.

ITEM 4a. EXECUTIVE OFFICERS OF THE REGISTRANT

The names, positions and ages of the executive officers of the Company
are as follows:

NAME POSITION AGE

Herbert A. Sklenar Chairman, Chief Executive Officer and Director 64

William J. Grayson, Jr. Vice Chairman and Director 65

Donald M. James President, Chief Operating Officer and Director 47

Peter J. Clemens, III Senior Vice President, West - Construction
Materials Group 52

Guy K. Mitchell, Jr. Senior Vice President, East - Construction
Materials Group 47

Michael J. Ferris President, Chemicals Division 51

R. Morrieson Lord Senior Vice President, Human Resources 65

William F. Denson, III Vice President-Law and Secretary 52

Daniel F. Sansone Vice President-Finance and Treasurer 43

Ejaz A. Khan Controller 39

The principal occupations of the executive officers during the past
five years are set forth below:

Herbert A. Sklenar was elected President and Chief Executive Officer
in May 1986. He was elected to his present position in May 1992.

William J. Grayson, Jr., was elected Vice Chairman effective
March 7, 1995. He served as Executive Vice President, Construction Materials
Group, prior thereto.

Donald M. James was elected President, Chief Operating Officer
and Director effective February 17, 1996. Mr. James joined the Company in
December 1992 as Senior Vice President and General Counsel. Prior to joining
the Company he was a partner in the law firm of Bradley, Arant, Rose & White.
In January 1994, Mr. James was elected President of the Southern Division and
in August 1995, he was also elected Senior Vice President, South, Construction
Materials Group.

Peter J. Clemens, III, served as Senior Vice President, Finance, until
January 1, 1994, when he was appointed Senior Vice President-West, Construction
Materials Group.

Guy K. Mitchell, Jr., served as President, Chattanooga Division, until
May 1991, when he was appointed Senior Vice President-East, Construction
Materials Group.

Michael J. Ferris was appointed President, Chemicals Division,
in May 1987.

R. Morrieson Lord was elected Senior Vice President, Human Resources,
in April 1979.

William F. Denson, III, has served continuously as Secretary since
April 1981. He served as Assistant General Counsel until May 1992, when he was
elected Vice President and Assistant General Counsel, and was elected Vice
President-Law effective January 1, 1994.

Daniel F. Sansone served as Controller until May 1991, when he was
elected Vice President and Controller, and was elected Vice President-Finance
and Treasurer effective January 1, 1994.

Ejaz A. Khan served as Controller, Chemicals Division, until September
1995, when he was elected Controller of the Company.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

"Common Stock Market Prices and Dividends" on page 21 of the Company's
1995 Annual Report to Shareholders is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

"Selected Financial Data" on page 20 of the Company's 1995 Annual
Report to Shareholders is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

"Management's Discussion and Analysis" on pages 24 through 31 and
"Financial Terminology" on page 47 of the Company's 1995 Annual Report to
Shareholders are incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following information relative to this item is included in the
Company's 1995 Annual Report to Shareholders on the pages shown below, which
are incorporated herein by reference:

PAGE

Financial Statements and Notes 34

Management's Responsibility for Financial Reporting and Internal Control 46

Independent Auditors' Report 46

Supplementary Information-Quarterly Financial Data (Unaudited) 32

With the exception of the aforementioned information and the
information incorporated by reference in Items 1, 3, 5, 6, 7, 8 and 14, the
Company's 1995 Annual Report to Shareholders is not deemed filed as part of
this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

No information is required to be included herein pursuant to
Item 304 of Regulation S-K.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Within 120 days of the close of the Company's fiscal year on
December 31, 1995, the Company will file a definitive proxy statement with
the Securities and Exchange Commission pursuant to Regulation 14A (the
Company's "1996 Proxy Statement"). The information under the headings
"Election of Directors," "Nominees for Election to the Board of Directors"
and "Directors Continuing in Office" included in the 1996 Proxy Statement are
incorporated herein by reference. For the information required by Item 401 of
Regulation S-K concerning executive officers of the registrant, reference is
also made to the information provided in Part I, Item 4a, of this Annual
Report on Form 10-K. Based solely on a review of Forms 3 and 4 and amendments
thereto furnished to the Company pursuant to Rule 240.16a-3(e) during 1995,
and of Form 5 and amendments thereto furnished to the Company pursuant to Rule
240.16a-3(e) with respect to 1995, the Company has identified certain persons
subject to Section 16(a) of the Securities Exchange Act of 1934 who failed to
file on a timely basis required forms. Information concerning such failures
under the heading "Compliance with the Securities Exchange Act" included in
the Company's 1996 Proxy Statement is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information under the headings "Compensation of Directors,"
"Executive Compensation," "Shareholder Return Performance Presentation,"
"Retirement Income Plan" and "Employee Special Severance Plan" included in
the Company's 1996 Proxy Statement is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The information under the headings "Security Ownership of Certain
Beneficial Owners" and "Security Holdings of Management" included in the
Company's 1996 Proxy Statement is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

No information is required to be included herein pursuant to Item 404
of Regulation S-K, which requires disclosure of certain information with
respect to certain relationships or related transactions of the directors and
management.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K

(a) (1) FINANCIAL STATEMENTS

The following financial statements are included in the Company's 1995
Annual Report to Shareholders on the pages shown below and are incorporated
herein by reference:
PAGE

Consolidated Statements of Earnings 34

Consolidated Balance Sheets 35

Consolidated Statements of Cash Flows 36

Consolidated Statements of Shareholders' Equity 37

Notes to Financial Statements 38

Management's Responsibility for Financial Reporting and
Internal Control 46

Independent Auditors' Report 46

Supplementary Information-Quarterly Financial Data (Unaudited) 32

(a) (2) FINANCIAL STATEMENT SCHEDULES

The following financial statement schedule for the years ended
December 31, 1995, 1994 and 1993 is included in Part IV of this report on
the indicated pages:

Schedule II Valuation and Qualifying Accounts and Reserves 19

Other schedules are omitted because of the absence of conditions under
which they are required or because the required information is provided in the
financial statements or notes thereto.

Financial statements (and summarized financial information) of 50%
or less owned entities accounted for by the equity method have been omitted
because they do not, considered individually or in the aggregate, constitute
a significant subsidiary.

(a) (3) EXHIBITS

The exhibits required by Item 601 of Regulation S-K and indicated
below, other than Exhibits (11) and (12) which are on pages 20 and 21 of this
report, are either incorporated by reference herein or accompany the copies of
this report filed with the Securities and Exchange Commission and the New York
Stock Exchange. Copies of such exhibits will be furnished to any requesting
shareholder of the Company upon payment of the costs of copying and
transmitting the same.

EXHIBIT (3)(i) Certificate of Incorporation (Restated 1988) of the
Company. Exhibit 3(a) to the Company's 1988 Form 10-K
Annual Report is incorporated herein by reference
(File No. 1-4033).

EXHIBIT (3)(ii) By-laws of the Company, as restated February 2, 1990,
and as last amended February 17, 1996.

Exhibit (4) Exhibits 1 (Distribution Agreement by and among the
Company, Goldman, Sachs & Co., Lehman Brothers and
Salomon Brothers Inc) and 4 (Indenture by and between
the Company and First Trust of New York (as successor
trustee to Morgan Guaranty Trust Company of New York))
to the Form S-3 filed with the Securities and Exchange
Commission by the Company on May 2, 1991, and
registering $200,000,000 in debt securities is
incorporated herein by reference. Form 8-K Report
filed with the Securities and Exchange Commission by
the Company on May 14, 1991, is incorporated herein by
reference. The Company hereby agrees to furnish the
Securities and Exchange Commission, upon request, all
instruments defining the rights of holders of its
other long-term debt or that of any of its
consolidated subsidiaries.

Exhibit (10)(a) The Management Incentive Plan of the Company, as last
amended and restated. Exhibit 10(a) to the Company's
1989 Form 10-K Annual Report is incorporated herein by
reference (File No. 1-4033).*

Exhibit (10)(b) The 1991 Long-Range Performance Share Plan of the
Company. Exhibit A to the Company's definitive proxy
statement for the annual meeting of its shareholders
held May 16, 1991 ("1991 Proxy Statement"), is
incorporated herein by reference (File No. 1-4033).*

Exhibit (10)(c) The Employee Special Severance Plan of the Company.
Exhibit 10(g) to the Company's 1989 Form 10-K Annual
Report is incorporated herein by reference
(File No. 1-4033).*

Exhibit (10)(d) The Plan for Directors Emeriti and Other Eligible
Directors, as last amended and restated. Exhibit
10(c) to the Company's 1990 Form 10-K Annual Report is
incorporated herein by reference (File No. 1-4033).*

Exhibit (10)(e) The Unfunded Supplemental Benefit Plan for Salaried
Employees. Exhibit 10(d) to the Company's 1989 Form
10-K Annual Report is incorporated herein by reference
(File No. 1-4033).*

Exhibit (10)(f) The 1983 Long-Term Incentive Plan, as last amended and
restated. Exhibit 10(f) to the Company's 1989 Form
10-K Annual Report is incorporated herein by reference
(File No. 1-4033).*

Exhibit (10)(g) The Deferred Compensation Plan for Directors Who Are
Not Employees of the Company, as last amended and
restated on February 17, 1996.

Exhibit (10)(h) The 1996 Long-Term Incentive Plan of the Company.

Exhibit (10)(i) The Directors Deferred Stock Plan of the Company.

Exhibit (11) Computation of Earnings Per Share for the five years
ended December 31, 1995 (set forth on page 20 of
this report).

Exhibit (12) Computation of Ratio of Earnings to Fixed Charges for
the five years ended December 31, 1995 (set forth on
page 21 of this report).

Exhibit (13) The Company's 1995 Annual Report to Shareholders.

Exhibit (21) List of the Company's subsidiaries as of
December 31, 1995.

Exhibit (24) Powers of Attorney for all directors whose names
are signed to this report pursuant to such Powers
of Attorney.

Exhibit (27) Financial Data Schedule (electronic filing only)

Information, financial statements and exhibits required by Form 11-K
with respect to the Company's Thrift Plan for Salaried Employees, Construction
Materials Divisions Hourly Employees Savings Plan and Chemicals Division
Hourly Employees Savings Plan, for the fiscal year ended December 31, 1995,
will be filed as one or more amendments to this Form 10-K on or before
June 28, 1996, as permitted by Rule 15d-21 under the Securities Exchange Act
of 1934.

* Management Contract or Compensatory Plan.

(b) REPORTS ON FORM 8-K

None.
INDEPENDENT AUDITORS' REPORT

Vulcan Materials Company:

We have audited the consolidated financial statements of Vulcan Materials
Company and its subsidiary companies as of December 31, 1995, 1994 and 1993
and for the years then ended, and have issued our report thereon dated
February 2, 1996; such consolidated financial statements and report are
included in your 1995 Annual Report to Shareholders and are incorporated
herein by reference. Our audits also included the consolidated financial
statement schedule of Vulcan Materials Company and its subsidiary companies,
listed in Item 14. This consolidated financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express
an opinion based on our audits. In our opinion, such consolidated financial
statement schedule, when considered in relation to the basic consolidated
financial statements as a whole, presents fairly in all material respects the
information shown therein.

/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Birmingham, Alabama
February 2, 1996

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

VULCAN MATERIALS COMPANY
(Registrant)

March 29, 1996 By /s/ H. A. Sklenar
Date H. A. Sklenar
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/ H. A. Sklenar Chairman, Chief Executive March 29, 1996
H. A. Sklenar Officer and Director
(Principal Executive Officer)

/s/ D. M. James President, Chief Operating March 29, 1996
D. M. James Officer and Director

/s/ D. F. Sansone Vice President-Finance and Treasurer March 29, 1996
D. F. Sansone (Principal Financial Officer)

/s/ E. A. Khan Controller March 29, 1996
E. A. Khan (Principal Accounting Officer)

The following directors:

Marion H. Antonini Director

Livio D. DeSimone Director

William J. Grayson, Jr. Director

John K. Greene Director

Richard H. Leet Director

Douglas J. McGregor Director

Ann D. McLaughlin Director

James V. Napier Director

Donald B. Rice Director

Orin R. Smith Director

By /s/ William F. Denson, III March 29, 1996
William F. Denson, III
Attorney-in-Fact for
each of the ten directors
listed above

EXHIBITS

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995

VULCAN MATERIALS COMPANY

FILED MARCH 29, 1996

COMMISSION FILE NUMBER 1-4033

EXHIBIT INDEX
FORM 10-K
FISCAL YEAR ENDED DECEMBER 31, 1995

EXHIBIT (3)(i) Certificate of Incorporation (Restated 1988) of the
Company. Exhibit 3(a) to the Company's 1988 Form 10-K
Annual Report is incorporated herein by reference
(File No. 1-4033).

EXHIBIT (3)(ii) By-laws of the Company, as restated February 2, 1990,
and as last amended February 17, 1996.

EXHIBIT (4) Exhibits 1 (Distribution Agreement by and among the
Company, Goldman, Sachs & Co., Lehman Brothers and
Salomon Brothers Inc) and 4 (Indenture by and between
the Company and First Trust of New York (as successor
trustee to Morgan Guaranty Trust Company of New York))
to the Form S-3 filed with the Securities and Exchange
Commission by the Company on May 2, 1991, and
registering $200,000,000 in debt securities is
incorporated herein by reference. Form 8-K Report
filed with the Securities and Exchange Commission by
the Company on May 14, 1991, is incorporated herein by
reference. The Company hereby agrees to furnish the
Securities and Exchange Commission, upon request, all
instruments defining the rights of holders of its
other long-term debt or that of any of its
consolidated subsidiaries.

EXHIBIT (10)(a) The Management Incentive Plan of the Company, as last
amended and restated. Exhibit 10(a) to the Company's
1989 Form 10-K Annual Report is incorporated herein by
reference (File No. 1-4033).*

EXHIBIT (10)(b) The 1991 Long-Range Performance Share Plan of the
Company. Exhibit A to the Company's definitive proxy
statement for the annual meeting of its shareholders
held May 16, 1991 ("1991 Proxy Statement"), is
incorporated herein by reference (File No. 1-4033).*

EXHIBIT (10)(c) The Employee Special Severance Plan of the Company.
Exhibit 10(g) to the Company's 1989 Form 10-K Annual
Report is incorporated herein by reference (File
No. 1-4033).*

EXHIBIT (10)(d) The Plan for Directors Emeriti and Other Eligible
Directors, as last amended and restated.
Exhibit 10(c) to the Company's 1990 Form 10-K Annual
Report is incorporated herein by reference (File
No. 1-4033).*

EXHIBIT (10)(e) The Unfunded Supplemental Benefit Plan for Salaried
Employees. Exhibit 10(d) to the Company's 1989 Form
10-K Annual Report is incorporated herein by reference
(File No. 1-4033).*

EXHIBIT (10)(f) The 1983 Long-Term Incentive Plan, as last amended and
restated. Exhibit 10(f) to the Company's 1989 Form
10-K Annual Report is incorporated herein by reference
(File No. 1-4033).*

EXHIBIT (10)(g) The Deferred Compensation Plan for Directors Who Are
Not Employees of the Company, as last amended and
restated on February 17, 1996.

EXHIBIT (10)(h) The 1996 Long-Term Incentive Plan of the Company.

EXHIBIT (10)(i) The Directors Deferred Stock Plan of the Company.

EXHIBIT (11) Computation of Earnings Per Share for the five years
ended December 31, 1995 (set forth on page 20 of
this report).

EXHIBIT (12) Computation of Ratio of Earnings to Fixed Charges for
the five years ended December 31, 1995 (set forth on
page 21 of this report).

EXHIBIT (13) The Company's 1995 Annual Report to Shareholders.

EXHIBIT (21) List of the Company's subsidiaries as of
December 31, 1995.

EXHIBIT (24) Powers of Attorney for all directors whose names
are signed to this report pursuant to such Powers
of Attorney.

EXHIBIT (27) Financial Data Schedule (electronic filing only)

Information, financial statements and exhibits required by Form 11-K
with respect to the Company's Thrift Plan for Salaried Employees,
Construction Materials Divisions Hourly Employees Savings Plan and Chemicals
Division Hourly Employees Savings Plan, for the fiscal year ended December 31,
1995, will be filed as one or more amendments to this Form 10-K on or before
June 28, 1996, as permitted by Rule 15d-21 under the Securities Exchange Act
of 1934.

* Management Contract or Compensatory Plan.