Exhibit 1.2

PRICING AGREEMENT

Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Wachovia Securities, Inc.
Banc of America Securities LLC
Banc One Capital Markets, Inc.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

February 2, 2001

Ladies and Gentlemen:

          Vulcan Materials Company, a New Jersey corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated February 2, 2001 (the "Underwriting Agreement"), between the Company on the one hand and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wachovia Securities, Inc., Banc of America Securities LLC, and Banc One Capital Markets, Inc., on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto.

          An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you, is now proposed to be filed with the Commission.

          Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

          If the foregoing is in accordance with your understanding, please sign and return to us eight counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

	Very truly yours, VULCAN MATERIALS COMPANY By:     /s/ P. J. Clemens, III        Name:  P. J. Clemens, III Title:  Executive Vice President
Accepted as of the date hereof: GOLDMAN, SACHS & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED WACHOVIA SECURITIES, INC. BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC. By:     /s/ Goldman, Sachs & Co.                  (GOLDMAN, SACHS & CO.)         On behalf of each of the Underwriters

SCHEDULE I
Underwriter	Principal    Amount of    Designated    Securities       to be    Purchased
GOLDMAN, SACHS & CO. MERRILL LYNCH, PIERCE, FENNER, SMITH INCORPORATED WACHOVIA SECURITIES, INC. BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC.	$120,000,000 60,000,000 24,000,000 18,000,000   18,000,000
TOTAL	$240,000,000

SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
	6.40 % Notes due 2006
AGGREGATE PRINCIPAL AMOUNT:
	$240,000,000
PRICE TO PUBLIC:
	99.964% of the principal amount of the Designated Securities, plus accrued interest, if any, from February 7, 2001.
PURCHASE PRICE BY UNDERWRITERS:
	99.364% of the principal amount of the Designated Securities, plus accrued interest, if any, from February 7, 2001.
FORM OF DESIGNATED SECURITIES:
	Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
	Federal (same day) funds.
TIME OF DELIVERY:
	10:00 a.m. (New York City time), February 7, 2001.
INDENTURE:
	Indenture dated May 1, 1991, between the Company and the Bank of New York as successor to Morgan Guaranty Trust Company of New York, as Trustee.
MATURITY:
	February 1, 2006.
INTEREST RATE:
	6.40%
INTEREST PAYMENT DATES:
	February 1 and August 1, commencing August 1, 2001.
REDEMPTION PROVISIONS:
	No provisions for redemption.
SINKING FUND PROVISIONS:
	No sinking fund provisions.
DEFEASANCE PROVISIONS:
	As contained in the Indenture.
CLOSING LOCATION AND TIME FOR DELIVERY OF DESIGNATED SECURITIES:
	Offices of King & Spalding, 191 Peachtree Street, Atlanta, Georgia, 30303.
	Time for Delivery: 10:00 a.m., New York City time, February 7, 2001.
NAMES AND ADDRESSES OF REPRESENTATIVES:
	Designated Representative:	Goldman, Sachs & Co.
	Address for Notices, etc.:	85 Broad Street New York, New York 10004