POWER OF ATTORNEY

     The undersigned director of Vulcan Materials Company, a New Jersey
corporation, hereby nominates, constitutes and appoints William 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 Annual
Report on Form 10-K for the year ended December 31, 1996 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 5th day of March, 1997.

                                     /s/Orin R. Smith
                                       Orin R. Smith