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Vulcan Materials Co · 10-K · For 12/31/96

Filed On 3/26/97 · SEC File 1-04033 · Accession Number 103973-97-2

  As Of               Filer                 Filing     On/For/As Docs:Pgs

 3/26/97  Vulcan Materials Co               10-K       12/31/96   18:89

Annual Report · Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        10k96                                                 25±   124K 
 2: EX-3.2      By-Laws                                               17±    71K 
 3: EX-12       Earnings to Fixed Charges                              1      8K 
 4: EX-13       Annual Report                                         32±   161K 
 5: EX-21       Subsidiaries                                           1      9K 
 6: EX-24.1     Powers of Attorney                                     1      8K 
 7: EX-24.2     Powers of Attorney                                     1      8K 
 8: EX-24.3     Powers of Attorney                                     1      8K 
 9: EX-24.4     Powers of Attorney                                     1      8K 
10: EX-24.5     Powers of Attorney                                     1      8K 
11: EX-24.6     Powers of Attorney                                     1      8K 
12: EX-24.7     Powers of Attorney                                     1      8K 
13: EX-24.8     Powers of Attorney                                     1      8K 
14: EX-24.9     Powers of Attorney                                     1      8K 
15: EX-24.10    Powers of Attorney                                     1      8K 
16: EX-24.11    Powers of Attorney                                     1      8K 
17: EX-27       Financial Data Schedule                                1     10K 
18: EX-99       Schedule Ii                                            1      9K

10-K · 10k96
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Business Certain Relationships and Related Transactions Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Chemicals Construction Materials Directors and Executive Officers of the Registrant Executive Compensation Executive Officers of the Registrant Exhibits, Financial Statement Schedules and Reports on Form 8-K Financial Statements and Supplementary Data Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Market for the Registrant's Common Equity and Related Stockholder Matters Properties Security Ownership of Certain Beneficial Owners and Management Selected Financial Data Submission of Matters to a Vote of Security Holders
1	1st Page
"	Item 1. Business
"	Construction Materials
"	Chemicals
"	Item 2. Properties
"	Item 3. Legal Proceedings
"	Item 4. Submission of Matters to a Vote of Security Holders
"	Item 4a. Executive Officers of the Registrant
"	Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
"	Item 6. Selected Financial Data
"	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 8. Financial Statements and Supplementary Data
"	Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
"	Item 10. Directors and Executive Officers of the Registrant
"	Item 11. Executive Compensation
"	Item 12. Security Ownership of Certain Beneficial Owners and Management
"	Item 13. Certain Relationships and Related Transactions
"	Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

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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, 1996

[ ] 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 28, 1997:

Common Stock, $1 Par Value $2,199,958,756

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 28, 1997
Common Stock, $1 Par Value 33,976,197

Documents Incorporated by Reference:
Portions of the registrant's Annual Report to Shareholders for the year
ended December 31, 1996, 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 16, 1997, 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, 1996 REPORT

1. Business (Financial Results Segment Financial Data 42-43
by Business Segments)
Note 12, Segment Data 65

Note 14 Acquisitions 66

3. Legal Proceedings Note 10, Other Commitments and
Contingent Liabilities 64

5. Market for the Registrant's Common Stock Market Prices
Common Equity and Related and Dividends 44
Stockholder Matters

6. Selected Financial Data Selected Financial Data 41

7. Management's Discussion and Management's Discussion 45-51
Analysis of Financial and Analysis
Condition and Results Financial Terminology 40
of Operations

8. Financial Statements and Consolidated Statements of Earnings 54
Supplementary Data
Consolidated Balance Sheets 55

Consolidated Statements of Cash Flows 56

Consolidated Statements of
Shareholders' Equity 57

Notes to Financial Statements 58-66

Management's Responsibility for
Financial Reporting and
Internal Control 67

Independent Auditors' Report 67

Supplementary Information-
Quarterly Financial Data (Unaudited) 53

14. Exhibits, Financial Statement Management's Discussion
Schedules and Reports on and Analysis 45-51
Form 8-K

HEADING IN PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 1997

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; Option Grants
in 1996; Shareholder Return Performance
Presentation; Retirement Income Plan;
Employee Special Severance Plan

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

VULCAN MATERIALS COMPANY

ANNUAL REPORT ON FORM 10-K

FISCAL YEAR ENDED DECEMBER 31, 1996

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 11
4 a. Executive Officers of the Registrant 11

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 13
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 14
13 Certain Relationships and Related Transactions 14

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

-- Signatures 21

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 $1,080,000 in 1994,
$1,142,000 in 1995 and $1,091,000 in 1996 on research and development
activities for its Construction Materials segment. The Company spent
approximately $7,215,000 in 1994, $9,159,000 in 1995 and $7,939,000 in 1996
on research and development activities for its Chemicals segment.

The Company estimates that capital expenditures for environmental
control facilities in the current fiscal year (1997) and the succeeding fiscal
year (1998) will be approximately $2,367,000 and $1,130,000, respectively, for
the Construction Materials segment, and $3,849,000 and $3,000,000,
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 1996, the Construction Materials segment employed an average of
approximately 5,074 people. The Chemicals segment employed an average of
approximately 1,704 people. The Company's corporate office employed an
average of approximately 148 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 materials 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 79% of the dollar volume of the Construction Materials segment's
1996 sales, as compared to 77% in 1995 and 75% in 1994. 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 U.S. 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 in 17 states primarily in
the Southeast, Midwest and Southwest regions of the United States.

During 1996, the Company completed several acquisitions, including
stone quarries in Alabama, Arkansas and Texas, an aggregates distribution
facility in northern Illinois and an aggregates distribution business in
Louisiana.

Shipments to customers of all construction aggregates from the
Company's domestic operations in 1996 totaled approximately 147 million tons,
with crushed stone shipments to customers accounting for approximately 138
million tons.

In 1996, the Company, directly or through joint ventures, operated
127 permanent crushed stone plants in 14 states and Mexico for the production
of crushed limestone and granite with estimated reserves totaling
approximately 8.1 billion tons.

In 1996, the Company, directly or through joint ventures, operated 12
sand and gravel plants, 4 slag plants and various other types of plants which
produce rock asphalt and other aggregates. Estimates of sand and gravel
reserves, calculated in a manner comparable to the estimates of stone
reserves set forth above, total approximately 43 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 Group is organized into two business units: the
Chloralkali Business Unit which manages the Company's chloralkali and
related businesses, and the Performance Systems Business Unit which manages
the Company's specialty chemicals and services 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 include pulp and paper, energy, food, pharmaceutical, cleaning,
chemical processing, fluorocarbons, water management 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.

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, caustic potash and potassium
carbonate. Potassium carbonate is used in the manufacture of screen glass,
rubber antioxidants and other chemicals. The Company sells chloroform,
methyl chloroform and perchloroethylene to the fluorocarbons market. Chlorine
is used in water and sewage management, 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 Company subsidiaries include process
aids for the pulp and paper and textile industries and various water
management chemicals. Through its Vulcan Chemical Technologies, Inc. (VCT)
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 management, food and beverage processing and pulp and paper industries.
This subsidiary also assembles and markets equipment, and sells related
chemicals (primarily hydrogen peroxide purchased from others) and services,
to the municipal and industrial water management markets. Additionally, the
Performance Systems Business Unit markets sodium chlorite produced at the
Chloralkali Business Unit's Wichita plant. Sodium chlorite is used in the
water management, food and beverage 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 Chloralkali Business Unit's Port Edwards plant.

In June 1996, the Company's Callaway Chemical Company subsidiary
acquired substantially all of the assets of Mayo Chemical Company, Inc.
Mayo produces and markets specialty chemicals for the water management,
textile, industrial and institutional cleaning, mining and pulp and paper
industries. Callaway also acquired the textile chemicals business of Laun-Dry
Supply Co., Inc., in December 1996. The Company's VCT subsidiary made three
small acquisitions in 1996. It acquired the stock of Miller-Aldridge
Chemicals, Inc., which supplies sanitation and other products to the food
processing industry in the midwest United States, in June 1996. In September
1996, VCT acquired the municipal drinking water management business of the
Drew Industrial Division of Ashland Chemical Company. Finally, in December
1996, VCT purchased the food processing business of Savolite, Inc., which
supplies sanitation and other products to customers primarily in the Pacific
Northwest region of the United States.

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 sales of the Company's
Chemicals segment.

The Company's underground reserves of salt, which is a basic raw
material in the production of chlorine and caustic soda, are located 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 most 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
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, 1996, are reported on page 65 (Note 12 of the Notes to Financial
Statements) and on pages 42 and 43 (under the caption "Segment Financial
Data") in the Company's 1996 Annual Report to Shareholders, which pages are
incorporated herein by reference.

ITEM 2. PROPERTIES

CONSTRUCTION MATERIALS

The Company's current estimate of approximately 8.1 billion tons
of stone reserves is approximately 600 million tons more than the estimate
reported at the end of 1995. These reserves include stone reserves in Mexico
owned or controlled by the Company's Mexican joint venture. Increases in the
Company's reserves have resulted from 1996 acquisitions in Alabama, Arkansas
and Texas, and significant reserve acquisitions in Mexico by the Company's
Mexican joint venture. Management believes that the quantities of reserves
at the Company's stone quarries are sufficient to result in an average quarry
life of approximately 56 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.

Of the 127 stone quarries which the Company operates directly or
through joint ventures, 34 are located on owned land, 22 are on land owned
in part and leased in part, and 71 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 1997 to 2085. 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:

· Enlarge/Download Table

ESTIMATED
YEARS OF LIFE LEASE
AT AVERAGE EXPIRATION
RATE OF NATURE OF DATE, IF
LOCATION PRODUCT PRODUCTION(1) INTEREST APPLICABLE(2)

McCook (Chicago), Illinois Limestone 91.5(3) Owned

Paducah, Kentucky Limestone 42.7 Leased (4)

Grayson (Atlanta), Georgia Granite Over 100 Owned

Playa Del Carmen, Mexico Limestone 87.4 Owned(5)

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

Warrenton, Virginia (Washington, D.C.) Diabase Over 100 Leased (4)

Kennesaw (Atlanta), Georgia Granite 46.7 75% Owned
25% Leased 2013

Manteno, Illinois Limestone Over 100 Leased 2005

Skippers, Virginia Granite Over 100 Leased 2016

Lawrenceville (Norfolk/Virginia
Beach), Virginia Granite 81.6 25% Owned
75% Leased 2024
<FN>

(1) 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.

(2) Renewable by the Company through date shown.

(3) 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. In 1996, the MWRD announced that it plans to have reservoirs
created on real property it owns near the McCook quarry and that its current
plan does not include using the McCook quarry as a reservoir.

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

(5) Owned by the Company's joint venture in Mexico.

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 39% of the
Company's estimated 43 million tons of sand and gravel reserves are located
on owned land, with the remaining 61% 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 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 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 additional
facilities in Smyrna, Georgia, Dalton, Georgia and Shreveport, Louisiana.
Callaway Chemical Limited has an office and small production facility on
leased property in Vancouver, British Columbia. Vulcan Chemical Technologies,
Inc., leases its office and production facilities in West Sacramento,
California and owns a small production facility and warehouse space near
Kansas City, Missouri.

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 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, 1996, of $1,470,000, 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. The Company has been designated by the United States
Environmental Protection Agency ("EPA") as a potentially responsible party
("PRP") under the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA") with respect to a Louisiana chemical waste disposal
site, referred to as the Cleve Reber site. Records indicate that the Company
generated a portion of the waste placed at the site.

In 1996, the Company, together with certain other participating PRPs,
completed all site remediation activities required under a CERCLA unilateral
administrative order issued by the EPA, except the ongoing operation and
maintenance ("O&M") of the completed remedy. Mid- year 1998, EPA anticipates
conducting its five-year review of site conditions. If, based on that review,
site conditions are satisfactory, the Cleve Reber site will thereafter be
removed from the national list of Superfund sites.

The Company is continuing to make payments from its accrued reserve to
fund, under an agreement among the participating PRPs, the Company's allocated
share of the O&M costs. An understanding in principle has also been reached
among the Company, the other participating PRPs and EPA regarding settlement
of EPA's as yet inchoate claim for recovery of certain past CERCLA response
costs EPA allegedly incurred in connection with the Cleve Reber site.
Assuming this understanding in principle is subsequently implemented, the
Company believes that total provisions now recorded are adequate to cover
its share of the anticipated remaining costs.

2. In 1991, the Company received a notification 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 notification 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.

On August 20, 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 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 Company has been informally advised by the NJDEP
that, if the Company continues to participate in the RI/FS, the NJDEP will
not seek to enforce a directive issued in 1991 requiring the Company to pay
$1 million to the NJDEP to be used for the conduct of the RI/FS.

Depending upon the results of the RI/FS, NJDEP will determine what
site remediation is required under the ACO, if any. If remediation is
required, the Respondents or the NJDEP may 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 1994, the EPA notified the Company that it was a CERCLA PRP
with respect to the Jack's Creek/Sitkin Smelting Superfund Site, a
Pennsylvania smelting facility operated by the Sitkin Smelting Company from
1958 until declaring bankruptcy in 1977. EPA claims that there are releases
and threatened releases of various hazardous substances from this site. By
the summer of 1996, EPA had undertaken investigative and response actions
which reportedly cost approximately $6.4 million. Although a record of
decision ("ROD") for this site has not yet been issued by the EPA, the RI/FS
prepared by EPA's contractor favors a remedy involving chemical fixation and
capping, with an estimated cost of $56.2 million.

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
hazardous substances. EPA claims that the Company's shipments totaled
approximately 1.8 million pounds over the five year period from 1972-1977.
Although claiming the PRPs are jointly and severally liable under CERCLA for
site response costs, EPA has prepared a volumetric ranking of those PRPs who
allegedly sent material to the site during the 1972-77 period. Under that
ranking, the percentage attributed to the Company is 0.877%; however, the
percentage has not been agreed to by the Company or other PRPs as a basis for
allocating responsibility at this site.

The Company and over 30 other PRPs have formed a PRP group for this
site ("PRP Group") to respond to the claims relating to the site which may be
asserted by EPA and others. In April 1995, the PRP Group submitted to EPA a
study prepared by an independent consultant to identify cost effective
alternatives for remediating the site. The alternative proposed for
implementation by this study was estimated to cost approximately $12 million.
The PRP Group has subsequently commissioned and submitted to EPA additional
studies and other evaluations to support the selection of this proposed
alternative. At this point, EPA is reviewing those studies.

EPA's stated objective is to issue a ROD by the second quarter of
1997, and EPA has indicated interest in negotiating with the PRP Group a
possible settlement of alleged liabilities relating to this site. A
negotiating team has been appointed by the PRP Group, and settlement
negotiations with EPA are anticipated in the near future. In preparation for
such negotiations, the PRP Group has adopted a proposed method for allocating
among PRP Group members the costs of implementing the alternative remedy
advocated by the PRP Group (assuming that remedy is selected by EPA).
Under that allocation arrangement, the Company's share percentage would be
approximately 2.18%.

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.

4. 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
one of from 20-40 defendants named in each case. Currently, 28 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.

5. In August 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.

6. In 1987, the Company sold its former Neville Island,
Pennsylvania, detinning facility to AMG Resources Corporation ("AMG"). Under
the terms of the sale and subsequent agreements, the Company retained
responsibility for the assessment of environmental contamination at the site,
the preparation of a remediation plan for submission to appropriate
environmental agencies, and the implementation of the approved remediation
plan.

In 1991, the Company prepared and submitted to the Pennsylvania
Department of Environmental Protection ("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. In October 1995, the Company filed with
PADEP a Notice of Intent to Remediate the site under certain applicable
provisions of the Pennsylvania Land Recycling and Environmental Remediation
Standards Act ("Act 2"). With PADEP's approval, the Company subsequently
implemented a pilot remediation project which addressed soil contamination
in an area of the site where AMG was constructing a new can recycling unit.
Based on 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. (A subsequent pilot test of injection techniques for pH
adjustment to reduce arsenic solubility did not prove successful, and other
options are being evaluated.)

Under present circumstances, the Company can neither predict the
probability of a favorable or unfavorable ultimate resolution of this matter
nor the amount, if any, of costs in excess of current reserves which might be
incurred in connection with resolving this matter.

Note 10, Other Commitments and Contingent Liabilities on page 64 of
the Company's 1996 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 1996.

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 of the Board of Directors 65

Donald M. James President, Chief Executive Officer and Director 48

Peter J. Clemens, III Executive Vice President and Chief
Administrative Officer 53

William F. Denson, III Vice President, Law and Secretary 53

Daniel F. Sansone Vice President, Finance 44

Richard K. Carnwath Vice President, Planning and Development 48

Ejaz A. Khan Controller 40

John A. Heilala President, Chloralkali Business Unit 56

Robert A. Wason IV President, Performance Systems Business Unit 45

Guy M. Badgett, III President, Southeast Division 48

Perry W. Donahoo President, Southern Division 42

William L. Glusac President, Midwest Division 46

Daniel J. Leemon President, Midsouth Division 58

Thomas R. Ransdell President, Southwest Division and President, 54
Vulcan Gulf Coast Materials, Inc.

James W. Smack President, Mideast Division 53

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

Herbert A. Sklenar was Chairman and Chief Executive Officer from May
1992 until February 1997 when he relinquished the position of Chief Executive
Officer.

Donald M. James was elected President and Chief Executive Officer
in February 1997. He was elected President and Chief Operating Officer in
February 1996. Mr. James joined the Company in 1992 as Senior Vice President
and General Counsel. 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, was elected Executive Vice President and Chief
Administrative Officer in May 1996. Prior to that time he served as Senior
Vice President, West, Construction Materials Group and Senior Vice President,
Finance.

William F. Denson, III, has served 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 was elected Vice President, Finance effective
January 1994. Prior to that time he served as Vice President and Controller.

Richard K. Carnwath has served as Vice President, Planning and
Development since 1985.

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

John A. Heilala has served as President, Chloralkali Business Unit
since May 1996. From 1994 until 1996, he served as Executive Vice President,
Chloralkali, and prior to that time he served as Vice President,
Manufacturing, Chemicals Division.

Robert A. Wason IV has served as President, Performance Systems
Business Unit, since May 1996. From 1994 until 1996, he served as Executive
Vice President, Performance Systems, and prior to that time he served as
Executive Vice President, Administration and Business Development, Chemicals
Division.

Guy M. Badgett, III, has served as President, Southeast Division,
since 1992.

Perry W. Donahoo has served as President, Southern Division, since
October 1996. From August 1992 until June 1995, Mr. Donahoo served as
President of Reed Crushed Stone Company (formerly a subsidiary of the Company)
and as Executive Vice President, Southern Division, from June of 1995 until
October 1996.

William L. Glusac has served as President, Midwest Division, since
1994. Prior to that time he served as President, Southwest Division.

Daniel J. Leemon has served as President, Midsouth Division, since
1993. Prior to that time he served as Senior Vice President, West,
Construction Materials Group.

Thomas R. Ransdell has served as President, Vulcan Gulf Coast
Materials, Inc., since 1987 and also as President, Southwest Division
since 1994.

James W. Smack has served as President, Mideast Division, since 1991.

PART II

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

"Common Stock Market Prices and Dividends" on page 44 of the Company's
1996 Annual Report to Shareholders is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

"Selected Financial Data" on page 41 of the Company's 1996 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 45 through 51 and
"Financial Terminology" on page 40 of the Company's 1996 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 1996 Annual Report to Shareholders on the pages shown below, which
are incorporated herein by reference:

PAGE
Financial Statements and Notes 54

Management's Responsibility for Financial Reporting
and Internal Control 67

Independent Auditors' Report 67

Supplementary Information-Quarterly Financial Data (Unaudited) 53

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 1996 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

On or before April 7, 1997, the Company will file a definitive proxy
statement with the Securities and Exchange Commission pursuant to Regulation
14A (the Company's "1997 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 1997 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 made to the information provided in Part I, Item 4(a) 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 1996, and of Form 5 and amendments thereto furnished to the Company
pursuant to Rule 240.16a-3(e) with respect to 1996, 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 1997 Proxy Statement is incorporated
herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information under the headings "Compensation of Directors,"
"Executive Compensation," "Option Grants in 1996," "Shareholder Return
Performance Presentation," "Retirement Income Plan" and "Employee Special
Severance Plan" included in the Company's 1997 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 1997 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 1996
Annual Report to Shareholders on the pages shown below and are incorporated
herein by reference:
PAGE

Consolidated Statements of Earnings 54

Consolidated Balance Sheets 55

Consolidated Statements of Cash Flows 56

Consolidated Statements of Shareholders' Equity 57

Notes to Financial Statements 58

Management's Responsibility for Financial Reporting
and Internal Control 67

Independent Auditors' Report 67

Supplementary Information-Quarterly Financial Data
(Unaudited) 53

(a) (2) FINANCIAL STATEMENT SCHEDULES

The following financial statement schedule for the years ended
December 31, 1996, 1995 and 1994 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 Exhibit (12) which is on page 20 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 filed as Exhibit 3(a) to the Company's 1988
Form 10-K Annual Report (File No. 1-4033).*

EXHIBIT (3)(ii) By-laws of the Company, as restated February 2, 1990,
and as last amended February 14, 1997.

EXHIBIT (4)(a) Distribution Agreement dated as of May 14, 1991, by
and among the Company, Goldman, Sachs & Co., Lehman
Brothers and Salomon Brothers Inc., filed as Exhibit 1
to the Form S-3 filed on May 2, 1991 (Registration
No. 33-40284).*

EXHIBIT (4)(b) Indenture dated as of May 1, 1991, by and between the
Company and First Trust of New York (as successor
trustee to Morgan Guaranty Trust Company of New York)
filed as Exhibit 4 to the Form S-3 on May 2, 1991
(Registration No. 33-40284).*

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

EXHIBIT (10)(b) The 1991 Long-Range Performance Share Plan of the
Company filed as Exhibit A to the Company's definitive
proxy statement for the annual meeting of its
shareholders held May 16, 1991 (File No. 1-4033).**

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

EXHIBIT (10)(d) The Unfunded Supplemental Benefit Plan for Salaried
Employees filed as Exhibit 10(d) to the Company's 1989
Form 10-K Annual Report (File No. 1-4033).**

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

EXHIBIT (10)(f) The Deferred Compensation Plan for Directors Who
Are Not Employees of the Company, as last amended
and restated on February 17, 1996. Exhibit 10(g)
to the Company's 1995 Form 10-K Annual Report
(File No. 4033).**

EXHIBIT (10)(g) The 1996 Long-Term Incentive Plan of the Company filed
as Exhibit 10(h) to the Company's 1995 Form 10-K Annual
Report (File No. 4033).**

EXHIBIT (10)(h) The Directors Deferred Stock Plan of the Company filed
as Exhibit 10(i) to the Company's 1995 Form 10-K Annual
Report (File No. 4033).**

EXHIBIT (12) Computation of Ratio of Earnings to Fixed Charges for
the five years ended December 31, 1996 (set forth on
page 20 of this report).

EXHIBIT (13) The Company's 1996 Annual Report to Shareholders.

EXHIBIT (21) List of the Company's subsidiaries as of
December 31, 1996.

EXHIBIT (24) Powers of Attorney

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, 1996,
will be filed as one or more amendments to this Form 10-K on or before
June 28, 1997, as permitted by Rule 15d-21 under the Securities Exchange
Act of 1934.

*Incorporated by reference.
**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, 1996, 1995 and 1994
and for the years then ended, and have issued our report thereon dated
February 7, 1997; such consolidated financial statements and report are
included in your 1996 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 7, 1997

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 on March 26, 1997.

VULCAN MATERIALS COMPANY

By /s/ D. M. James
D. M. James
President 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 of the Board of Directors March 26, 1997
H. A. Sklenar

/s/ D. M. James President, Chief Executive March 26, 1997
D. M. James Officer and Director
(Principal Executive Officer)

/s/ D. F. Sansone Vice President, Finance and Treasurer March 26, 1997
D. F. Sansone (Principal Financial Officer)

/s/ E. A. Khan Controller March 26, 1997
E. A. Khan (Principal Accounting Officer)

The following directors:

Marion H. Antonini Director

Livio D. DeSimone 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 26, 1997
William F. Denson, III
Attorney-in-Fact

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, 1996

VULCAN MATERIALS COMPANY

FILED MARCH 26, 1997

COMMISSION FILE NUMBER 1-4033

EXHIBIT INDEX
FORM 10-K
FISCAL YEAR ENDED DECEMBER 31, 1996

EXHIBIT (3)(i) Certificate of Incorporation (Restated 1988) of the
Company filed as Exhibit 3(a) to the Company's 1988
Form 10-K Annual Report (File No. 1-4033).*

EXHIBIT (3)(ii) By-laws of the Company, as restated February 2, 1990,
and as last amended February 14, 1997.

EXHIBIT (4)(a) Distribution Agreement dated as of May 14, 1991, by and
among the Company, Goldman, Sachs & Co., Lehman
Brothers and Salomon Brothers Inc., filed as Exhibit 1
to the Form S-3 filed on May 2, 1991 (Registration No.
33-40284).*

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

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

EXHIBIT (10)(d) The Unfunded Supplemental Benefit Plan for Salaried
Employees filed as Exhibit 10(d) to the Company's 1989
Form 10-K Annual Report (File No. 1-4033).**

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

EXHIBIT (10)(f) The Deferred Compensation Plan for Directors Who Are
Not Employees of the Company, as last amended and
restated on February 17, 1996. Exhibit 10(g) to the
Company's 1995 Form 10-K Annual Report (File
No. 4033).**

EXHIBIT (10)(g) The 1996 Long-Term Incentive Plan of the Company filed
as Exhibit 10(h) to the Company's 1995 Form 10-K Annual
Report (File No. 4033).**

EXHIBIT (10)(h) The Directors Deferred Stock Plan of the Company filed
as Exhibit 10(i) to the Company's 1995 Form 10-K Annual
Report (File No. 4033).**

EXHIBIT (12) Computation of Ratio of Earnings to Fixed Charges for
the five years ended December 31, 1996 (set forth on
page 20 of this report).

EXHIBIT (13) The Company's 1996 Annual Report to Shareholders.

EXHIBIT (21) List of the Company's subsidiaries as of
December 31, 1996.

EXHIBIT (24) Powers of Attorney

*Incorporated by reference.
**Management Contract or Compensatory Plan.

Dates Referenced Herein and Documents Incorporated By Reference

This 10-K Filing	Date	Other Filings

	8/20/93
	1/1/94
	12/31/94	DEF 14A, 10-K, 10-K/A
	12/31/95	10-K
	1/1/96
	2/17/96
For The Period Ended	12/31/96	DEF 14A
	2/7/97
	2/14/97	SC 13G/A
	2/28/97
Filed On / Filed As Of	3/26/97
	4/7/97	DEF 14A
	5/16/97
	6/28/97
	12/31/98	10-K

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Vulcan Materials Co · 10-K · For 12/31/96

Filed On 3/26/97 · SEC File 1-04033 · Accession Number 103973-97-2

Annual Report · Form 10-KFiling Table of Contents

10-K · 10k96Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Annual Report · Form 10-K
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