<PAGE> Page 1 of 13
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G. INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-
1(B) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(B)
SCHEDULE 13G
Under the Securities Exchange Act of 34
(Amendment No. 1 )*
Vulcan Materials Company
(Name of Issuer)
Common
(Title of Class of Securities)
929160109
(CUSIP Number)
Check the following box if a fee is being paid with this statement. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.) / /
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 34 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
Notes).
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CUSIP No. 929160109
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
INVESCO PLC
No. S.S. or I.R.S. Identification Number
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
England
Number of Shares (5) Sole Voting Power
Beneficially None
Owned by (6) Shared Voting Power
Each Reporting 2,432,700
Person With (7) Sole Dispositive Power
None
(8) Shared Dispositive Power
2,432,700
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,432,700
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
6.7%
(12) Type of Reporting Person (See Instructions)
H.C.
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CUSIP No. 929160109
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
INVESCO North American Group, Ltd.
No. S.S. or I.R.S. Identification Number
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
England
Number of Shares (5) Sole Voting Power
Beneficially None
Owned by (6) Shared Voting Power
Each Reporting 2,326,000
Person With (7) Sole Dispositive Power
None
(8) Shared Dispositive Power
2,326,000
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,326,000
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
6.4%
(12) Type of Reporting Person (See Instructions)
H.C.
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CUSIP No. 929160109
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
INVESCO Group Services, Inc.
I.R.S. I.D. No. 58-95394
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
State of Delaware
Number of Shares (5) Sole Voting Power
Beneficially None
Owned by (6) Shared Voting Power
Each Reporting 2,326,000
Person With (7) Sole Dispositive Power
None
(8) Shared Dispositive Power
2,326,000
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,326,000
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
6.4%
(12) Type of Reporting Person (See Instructions)
H.C.
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CUSIP No. 929160109
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
INVESCO, Inc.
I.R.S. I.D. No. 58-2075867
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
State of Delaware
Number of Shares (5) Sole Voting Power
Beneficially None
Owned by (6) Shared Voting Power
Each Reporting 2,326,000
Person With (7) Sole Dispositive Power
None
(8) Shared Dispositive Power
2,326,000
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,326,000
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
6.4%
(12) Type of Reporting Person (See Instructions)
H.C.
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CUSIP No. 929160109
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
INVESCO North American Holdings, Inc.
I.R.S. I.D. No. 51-0264787
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
State of Delaware
Number of Shares (5) Sole Voting Power
Beneficially None
Owned by (6) Shared Voting Power
Each Reporting 2,326,000
Person With (7) Sole Dispositive Power
None
(8) Shared Dispositive Power
2,326,000
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,326,000
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
6.4%
(12) Type of Reporting Person (See Instructions)
H.C.
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CUSIP No. 929160109
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
INVESCO Capital Management, Inc. (formerly known as INVESCO MIM, Inc.)
I.R.S. I.D. No. 58-1707262
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
State of Delaware
Number of Shares (5) Sole Voting Power
Beneficially None
Owned by (6) Shared Voting Power
Each Reporting 2,319,600
Person With (7) Sole Dispositive Power
None
(8) Shared Dispositive Power
2,319,600
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,319,600
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) / /
(11) Percent of Class Represented by Amount in Row (9)
6.3%
(12) Type of Reporting Person (See Instructions)
I.A.
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ITEM 1 (A) NAME OF ISSUER:
Vulcan Materials Company
ITEM 1 (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
One Metroplex Drive
Birmingham, AL 35209
ITEM 2 (A) NAME OF PERSON(S) FILING:
INVESCO PLC
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
11 Devonshire Square
London EC2M 4YR
England
ITEM 2 (C) CITIZENSHIP:
Organized under the laws of England
ITEM 2 (D) TITLE OF CLASS OF SECURITIES
Common Stock
ITEM 2 (E) CUSIP NUMBER: 929160109
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B)
OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under Section 15 of the Act.
(b) / / Bank as defined in Section 3(a)(6) of the Act.
(c) / / Insurance Company as defined in Section 3(a)() of the Act.
(d) / / Investment Company registered under Section 8 of the Investment
Company Act.
(e) / / Investment Adviser registered under Section 203 of the
Investment Advisers Act of 40.
(f) / / Employee Benefit Plan, Pension Fund which is subject to
provisions of Employee Retirement Income Security Act of 74 or
Endowment Fund; see Rule 13d-1(b)(1)(ii)(F).
(g) /X/ Parent Holding Company in accordance with Rule 13d-1(b)(ii)(G).
(h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
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ITEM 4 (a) - (c) OWNERSHIP:
The information in items 1 and 5-11 on the cover pages (pp 2-6)
of this statement on Schedule 13G is hereby incorporated by
reference.
The reporting persons expressly declare that the filing of this
statement on Schedule 13G shall not be construed as an admission that
they are, for the purposes of Section 13(d) or 13(g) of the
Securities and Exchange Act of 34, the beneficial owners of any
securities covered by this statement.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS / /
Not Applicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
The reporting persons hold the securities covered by this report
on behalf of other persons who have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of such securities. The interest of any such persons does not
exceed 5% of the class of securities.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
X INVESCO North American Group, Ltd - holding company in
accordance with Rule 13d-1(b)(ii)(G)
X INVESCO Group Services, Inc. - holding company in
accordance with Rule 13d-1(b)(ii)(G)
X INVESCO, Inc. - holding company in accordance with Rule 13d-
1(b)(ii)(G)
X INVESCO North American Holdings, Inc. - holding company
also in accordance with Rule 13d-1(b)(ii)(G)
X INVESCO Capital Management, Inc. - investment adviser
registered under Section 203 of the Investment Advisers Act of
40.
INVESCO Funds Group, Inc. - investment adviser registered
under Section 203 of the Investment Advisers Act of 40.
X INVESCO Management & Research, Inc. - investment adviser
registered under Section 203 of the Investment Advisers Act of
40.
X INVESCO Asset Management Limited - investment adviser
organized in England.
Subsidiaries not indicated with (X) have acquired no shares of
security being reported on.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP.
Not applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
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ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date : February 10, 1995
/s/ Graeme Proudfoot
____________________________________________
Graeme Proudfoot,
as Company Secretary for each of
INVESCO PLC and
INVESCO North American Group, Ltd.
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ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 10, 1995
/s/ David A. Hartley
____________________________________________
David A. Hartley, Secretary
INVESCO Group Services, Inc.
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ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 10, 1995
/s/ Penelope P. Alexander
____________________________________________
Penelope P. Alexander,
as Company Secretary for each of
INVESCO, Inc. and
INVESCO Capital Management, Inc.
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ITEM 10 CERTIFICATION:
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 10, 1995
/s/ Dan J. Hesser
____________________________________________
Dan J. Hesser, Secretary
INVESCO North American Holdings, Inc.
