S-3MEF

As filed with the Securities and Exchange Commission on February 2, 2001
	Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ VULCAN MATERIALS COMPANY(Exact name of registrant as specified in its charter)
NEW JERSEY (State or other jurisdiction of incorporation or organization)	63-0366371(I.R.S. Employer Identification Number)
1200 Urban Center Drive Birmingham, Alabama 35242 (205) 298-3000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Amy M. Tucker, Esq. 1200 Urban Center Drive Birmingham, Alabama 35242 (205) 298-3000 (205) 298-2960 (fax) (Name, address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to time after the Registration Statement becomes effective.          If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule  415 under the Securities Act, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ]          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [x] 333-68895          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]          If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price(1)	Amount of registration fee
Debt Securities	$40,000,000(2)(3)	100%	$40,000,000	$10,000
(1) Estimated solely for the purpose of calculating the registration fee. (2) Or if any Debt Securities are issued (i) with original issue discount, such greater principal amount as shall result in an aggregate initial offering price equal to $40,000,000 or (ii) with a principal amount denominated in a foreign currency or composite currency, such principal amount as shall result in an aggregate offering price equivalent to $40,000,000 at the time of the offering. (3) Securities in an aggregate principal amount of $500,000,000 were sold on April 7, 1999 under Registration Statement Number 333-68895.

INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, REGISTRATION NUMBER 333-68895

         Vulcan Materials Company is filing this registration statement pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. This registration statement relates to the public offering of our debt securities contemplated by Registration Statement Number 333-68895, which was originally filed by us with the Securities and Exchange Commission on December 14, 1998 and declared effective by the Securities and Exchange Commission on March 31, 1999.

         Vulcan Materials Company is filing this registration statement for the sole purpose of increasing the aggregate principal amount of registered debt securities by $40,000,000. The contents of Registration Statement Number 333-68895, including the prospectus contained therein, the prospectus supplement to which the additional debt securities relate, and all documents incorporated or deemed to be incorporated by reference into Registration Statement Number 333-68895, and all exhibits to Registration Statement Number 333-68895, are hereby incorporated in this registration statement by reference.

         Vulcan Materials Company hereby certifies that it has instructed its bank to transmit to the Securities and Exchange Commission the applicable filing fee by wire transfer from its account to the Securities and Exchange Commission's account at Mellon Bank as soon as practicable, but in no event later than the close of the next business day following the filing of this registration statement. Vulcan Materials Company further certifies that it will not revoke the instructions to make the wire transfer and that it has sufficient funds to cover the amount of the filing fee.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama on February 2, 2001.
	VULCAN MATERIALS COMPANY
	By:       /s/ Donald M. James      Donald M. James Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Donald M. James      Donald M. James	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	February 2, 2001
/s/ Mark E. Tomkins      Mark E. Tomkins	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	February 2, 2001
/s/ Ejaz A. Khan      Ejaz A. Khan	Vice President, Controller and Chief Information Officer (Principal Accounting Officer)	February 2, 2001
The following directors: *Marion H. Antonini *Philip J. Carroll, Jr. *Livio D. DeSimone *Phillip W. Farmer *Douglas J. McGregor *Ann D. McLaughlin *James V. Napier *Donald B. Rice *Herbert A. Sklenar *Orin R. Smith	Director Director Director Director Director Director Director Director Director Director
* The undersigned, by signing his name hereto, does hereby sign this Registration Statement on behalf of the above-indicated directors of the Registrant pursuant to a power of attorney signed by such director.
/s/ William F. Denson, III    William F. Denson, III		February 2, 2001

INDEX TO EXHIBITS
Exhibit No. 5.1 23.1 23.2 24	Opinion and Consent of William F. Denson, III, Senior Vice President and General Counsel of the Registrant. Consent of Deloitte & Touche LLP. Consent of Counsel (included in Exhibit 5.1). Powers of Attorney.

EX-5

Exhibit 5.1
February 2, 2001
Vulcan Materials Company 1200 Urban Center Drive Birmingham, Alabama 35242            Re:      Vulcan Materials Company -- Registration Statement on Form S-3 Ladies and Gentleman:            I am Senior Vice President, General Counsel and Secretary of Vulcan Materials Company (the "Company") and have acted as counsel to the Company in connection with the filing by the Company of a Registration Statement on Form S-3 (the "Registration Statement") pursuant to Rule 462(b) under the Securities Act, as amended (the "Securities Act"), for the registration of the offer and sale by the Company of up to $40,000,000 in aggregate principal amount of debt securities of the Company (the "Debt Securities").            The Debt Securities will be issued by the Company pursuant to an indenture, dated as of May 1, 1991, between the Company and Morgan Guaranty Trust Company of New York (the " Indenture").            As counsel for the Company, I am generally familiar with the corporate affairs of the Company and its subsidiaries. I am also familiar with the Registration Statement, the prospectus and prospectus supplements contained therein, and the terms of the Indenture. In furnishing this opinion, I have examined such corporate and other records as I have deemed necessary or appropriate to provide a basis for the opinion set forth below. In my examination, I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as original documents, and the conformity to original documents of all documents submitted to me as certified or photostatic copies.            This opinion is given as of the date hereof and is based upon facts and conditions presently known and laws and regulations presently in effect.            On the basis of the foregoing, I am of the opinion that, when the issuance of the Debt Securities has been duly authorized by appropriate corporation action and such Debt Securities have been duly executed on behalf of the Company, authenticated, issued, sold and delivered in accordance with the Indenture and the Registration Statement, including the prospectus contained therein as supplemented by the prospectus supplement relating to such Debt Securities, they will be duly authorized and will constitute legal, valid and binding obligations of the Company.            I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement, and further consent to the use of my name under the heading "Legal Opinions Regarding the Notes" in the prospectus supplement relating to the Debt Securities.
	Very truly yours,     /s/William F. Denson, III         William F. Denson, III

EX-23

Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the Registration Statement of Vulcan Materials Company on Form S-3, filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Registration Statement"), of our reports dated February 4, 2000, appearing in and incorporated by reference in the Annual Report on Form 10-K of Vulcan Materials Company for the year ended December 31, 1999 and to the reference to us under the heading "Experts" in the prospectus supplement, which is part of the Registration Statement.

/s/ DELOITTE & TOUCHE LLP

_____________________________
Birmingham, Alabama
February 2, 2001

EX-24

Exhibit 24
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and Michael R. Mills, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to the Registration Statement on Form S-3 relating to the offering of unsubordinated, unsecured debt securities, and to any and all amendments to said Registration Statement, including post-effective amendments thereto and all related documents, said Registration Statement and amendments to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1933, as amended.            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 10th day of January, 2001
	/s/Marion H. Antonini                             Marion H. Antonini

Exhibit 24
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and Michael R. Mills, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to the Registration Statement on Form S-3 relating to the offering of unsubordinated, unsecured debt securities, and to any and all amendments to said Registration Statement, including post-effective amendments thereto and all related documents, said Registration Statement and amendments to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1933, as amended.            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 10th day of January, 2001
	/s/ Philip J. Carroll                             Philip J. Carroll

Exhibit 24
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and Michael R. Mills, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to the Registration Statement on Form S-3 relating to the offering of unsubordinated, unsecured debt securities, and to any and all amendments to said Registration Statement, including post-effective amendments thereto and all related documents, said Registration Statement and amendments to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1933, as amended.            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 10th day of January, 2001
	/s/Livio D. DeSimone                             Livio D. DeSimone

Exhibit 24
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and Michael R. Mills, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to the Registration Statement on Form S-3 relating to the offering of unsubordinated, unsecured debt securities, and to any and all amendments to said Registration Statement, including post-effective amendments thereto and all related documents, said Registration Statement and amendments to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1933, as amended.            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 10th day of January, 2001
	/s/ Phillip W. Farmer                             Phillip W. Farmer

Exhibit 24
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and Michael R. Mills, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to the Registration Statement on Form S-3 relating to the offering of unsubordinated, unsecured debt securities, and to any and all amendments to said Registration Statement, including post-effective amendments thereto and all related documents, said Registration Statement and amendments to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1933, as amended.            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 10th day of January, 2001
	/s/Douglas J. McGregor                             Douglas J. McGregor

Exhibit 24
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and Michael R. Mills, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to the Registration Statement on Form S-3 relating to the offering of unsubordinated, unsecured debt securities, and to any and all amendments to said Registration Statement, including post-effective amendments thereto and all related documents, said Registration Statement and amendments to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1933, as amended.            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 10th day of January, 2001
	/s/ Ann D. McLaughlin                             Ann D. McLaughlin

Exhibit 24
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and Michael R. Mills, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to the Registration Statement on Form S-3 relating to the offering of unsubordinated, unsecured debt securities, and to any and all amendments to said Registration Statement, including post-effective amendments thereto and all related documents, said Registration Statement and amendments to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1933, as amended.            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 10th day of January, 2001
	/s/James V. Napier                            James V. Napier

Exhibit 24
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and Michael R. Mills, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to the Registration Statement on Form S-3 relating to the offering of unsubordinated, unsecured debt securities, and to any and all amendments to said Registration Statement, including post-effective amendments thereto and all related documents, said Registration Statement and amendments to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1933, as amended.            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 10th day of January, 2001
	/s/Donald B. Rice                             Donald B. Rice

Exhibit 24
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and Michael R. Mills, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to the Registration Statement on Form S-3 relating to the offering of unsubordinated, unsecured debt securities, and to any and all amendments to said Registration Statement, including post-effective amendments thereto and all related documents, said Registration Statement and amendments to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1933, as amended.            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 10th day of January, 2001
	/s/ Herbert A. Sklenar                             Herbert A. Sklenar

Exhibit 24
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, and Michael R. Mills, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to the Registration Statement on Form S-3 relating to the offering of unsubordinated, unsecured debt securities, and to any and all amendments to said Registration Statement, including post-effective amendments thereto and all related documents, said Registration Statement and amendments to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1933, as amended.            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 10th day of January, 2001
	/s/Orin R. Smith                             Orin R. Smith