VULCAN MATERIALS CO
8-K, 1994-03-31
MINING & QUARRYING OF NONMETALLIC MINERALS (NO FUELS)
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                     SECURITIES AND EXCHANGE COMMISSION

            
                          Washington, D.C.  20549


                                  FORM 8-K


                               CURRENT REPORT



   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported)  March 31, 1994



                          VULCAN MATERIALS COMPANY
           (Exact name of registrant as specified in its charter)




      New Jersey                    1-4033                  63-0366371
(State or other jurisdiction      (Commission            (I.R.S. Employer
   of incorporation)              File Number)         (Identification Number)




        One Metroplex Drive, Birmingham, Alabama               35209

       (Address of principal executive offices)            (Zip Code)



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



           


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

    Attached is the Independent Auditors' Consent, which has been labelled as
Exhibit A and incorporated herein by this reference.



                                  SIGNATURE


    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.

                               VULCAN MATERIALS COMPANY
                                     (registrant)



                               By:    /s/ William F. Denson, III
                               Name:  William F. Denson, III
                               Title: Vice President - Law and Secretary


March 31, 1994


                               EXHIBIT A


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement
No. 33-52049 of Vulcan Materials Company on Form S-3 of our reports dated
February 4, 1994, appearing in and incorporated by reference in the Annaul 
Report on Form 10-K of Vulcan Materials Company for the year ended 
December 31, 1993.


/s/ Deloitte & Touche
Birmingham, Alabama
March 30, 1994



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