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                                                                   EXHIBIT 3(i)

                          CERTIFICATE OF AMENDMENT OF
                          CERTIFICATE OF INCORPORATION
                                (RESTATED 1988)
                                       OF
                            VULCAN MATERIALS COMPANY

                            Dated February 19, 1999

         Pursuant to the provisions of Chapter 7 of Title 14A of the New Jersey
Business Corporation Act (the "Act") and, in particular, Section 14A:7-15.1(3)
thereof, the undersigned corporation, having adopted an amendment to its
Certificate of Incorporation in connection with a share division, hereby
certifies as follows:

         FIRST:   The name of the corporation is Vulcan Materials Company (the
"Company").

         SECOND:  The date of adoption by the Board of Directors of the Company
of the resolutions approving the share division and this related amendment to
the Certificate of Incorporation was February 12, 1999.

         THIRD:   This Amendment to the Certificate of Incorporation of the
Company will not adversely affect the rights or preferences of the holders of
outstanding shares of any class or series and will not result in the percentage
of authorized shares that remain unissued after the share division exceeding
the percentage of authorized shares that was unissued before the share
division.

         FOURTH:  The only class of shares subject to the share division is the
common stock, par value $1.00 per share ("Common Stock"). The number of shares
of Common Stock subject to the share division is 46,568,324, consisting of
33,605,083 issued and outstanding shares and 12, 963,241 issued shares held by
the Company. Each issued share of Common Stock shall be split, or divided, into
three (3) shares of Common Stock.

         FIFTH:   The Certificate of Incorporation (Restated 1988) of the 
Company is amended to increase the number of authorized shares of capital stock
of the Company from 165,000,000 shares to 485,000,000 shares, thereby
increasing the number of authorized shares of Common Stock of the Company from
160,000,000 shares to 480,000,00 shares. In connection therewith, the first
paragraph of Article IV of the Certificate of Incorporation (Restated 1988) of
the Company is deleted in its entirety and the following new paragraph is
substituted therefor:

         "The aggregate number of shares which the Corporation is authorized to
         issue is 485,000,000, divided into 480,000,000 shares of common Stock
         of the par value of $1 per share and 5,000,000 shares of Preference
         Stock without par value issuable in series."


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         FOURTH:  This Certificate of Amendment shall become effective as of 
the close of business on February 24, 1999.

         IN WITNESS WHEREOF, the Company has caused this Certificate to be
executed on its behalf by its duly authorized officer as of the date first
above written.


                                                     VULCAN MATERIALS COMPANY
ATTEST:

By: /s/ E. Starke Sydnor                   By:  /s/ Peter J. Clemens, III
   ---------------------------                 --------------------------------
         E. Starke Sydnor                            Peter J. Clemens, III
       Assistant Secretary                          Executive Vice President
                                                   Finance and Administration



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