S-8

Registration Number 33-28397
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VULCAN MATERIALS COMPANY (Exact name of registrant as specified in its charter)
New Jersey	63-0366371
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1200 Urban Center Drive, Birmingham, Alabama 35242 205/298-3000 (Address of Principal Executive Offices) Vulcan Materials Company Chemicals Division Hourly Employees Savings Plan (Full Title of Plan) William F. Denson, III, Esq. General Counsel Vulcan Materials Company 1200 Urban Center Drive Birmingham, Alabama 35242 205/298-3000 (Name, address, including zip code and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $1.00 par value per share......	200,000 shares*	**	$7,814,000.00	$718.89
*In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employees benefit plan described herein. **Not applicable. ***Estimated solely for purposes of determining the amount of the registration fee, in accordance with Rules 457(h)(1) and (c) under the Securities Act of 1933. The registration fee was calculated pursuant to Rules 457(h)(1) and (c) and based upon the average of the high and low prices ($39.07) reported on the New York Stock Exchange on September 18, 2002.

        Vulcan Materials Company, a New Jersey corporation (the "Company"), hereby incorporates herein by this reference, the contents of the Registration Statement on Form S-8 filed by the Company on April 28, 1989, the Registration Statement on Form S-8 filed by the Company on March 11, 1996 and the Registration Statement on Form S-8 filed by the Company on June 29, 2000 (Registration No. 33-28397) (the "Registration Statement").

Item 8.	Exhibits.
	The following exhibits are filed as part of this Registration Statement:
	5(a) 23(a) 23(b) 24(a)	Opinion of William F. Denson, III, as to the legality of the securities being registered. Consent of Deloitte & Touche LLP. Consent of William F. Denson, III (contained in Exhibit 5(a)). Powers of Attorney.
SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 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 September 19, 2002.

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 below 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)	September 19, 2002
/s/Mark E. Tomkins         Mark E. Tomkins	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	September 19, 2002
/s/Ejaz A. Khan          Ejaz A. Khan	Vice President, Controller and Chief Information Officer (Principal Accounting Officer)	September 19, 2002
Philip J. Carroll, Jr. Livio D. DeSimone Phillip W. Farmer H. Allen Franklin Ann McLaughlin Korologos Douglas J. McGregor James V. Napier Donald B. Rice Orin R. Smith	Director Director Director Director Director Director Director Director Director
/s/William F. Denson, III      William F. Denson, III Attorney-in-Fact For Each of the Directors Listed Above		September 19, 2002

        The Plan.    Pursuant to the requirements of the Securities Act of 1933, as amended, the administrators 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 September 19, 2002.

VULCAN MATERIALS COMPANY CHEMICALS DIVISION HOURLY EMPLOYEES SAVINGS PLAN

By:            /s/Charles D. Lockhart                     
Charles D. Lockhart
Chairman and Member of Administration Committee

By:                 /s/Peter E. Printz                          
Peter E. Printz
Member of Administration Committee

By:               /s/Norman Jetmundsen, Jr.             
Norman Jetmundsen, Jr.
Member of Administration Committee

By:             /s/Bennie W. Bumpers                    
Bennie W. Bumpers
Member of Administration Committee

EX-5

Exhibit 5(a)
September 19, 2002
Vulcan Materials Company 1200 Urban Center Drive Birmingham, Alabama 35242
Re:     Vulcan Materials Company Chemicals Division Hourly Employees Savings Plan Ladies and Gentlemen: In my capacity as General Counsel for Vulcan Materials Company, a New Jersey corporation (the "Company"), I have examined the Registration Statement on Form S-8 (the "Registration Statement") in the form as proposed to be filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the provisions of the Securities Act of 1933, as amended, relating to the registration of 200,000 shares of the common stock, par value $1.00 per share, of the Company (the "Common Stock"), pursuant to the terms of the Vulcan Materials Company Chemicals Division Hourly Employees Savings Plan (the "Plan"). In this connection, we have examined such records, documents and proceedings as we have deemed relevant and necessary as a basis for the opinions expressed herein. Upon the basis of the foregoing, we are of the opinion that the 200,000 shares of Common Stock referred to in the Registration Statement, to the extent actually issued pursuant to the Plan, will have been duly and validly authorized and issued and will be fully paid and nonassessable shares of Common Stock. I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In addition, I hereby consent to the inclusion of the statements made in reference to me under the caption "Interests Of Names Experts And Counsel" in the Registration Statement.
WFD/amm	Yours very truly, /s/William F. Denson, III William F. Denson, III Senior Vice President and General Counsel

EX-23

Exhibit 23(a)

INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration Statement of Vulcan Materials Company on Form S-8 of our reports dated February 1, 2002, appearing in and incorporated by reference in the Annual Report on Form 10-K of Vulcan Materials Company for the year ended December 31, 2001 and our report dated June 27, 2002 appearing in the Annual Report on Form 10-K/A of Vulcan Materials Company Chemicals Division Hourly Employee Savings Plan for the year ended December 31, 2001.

/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP

Birmingham, Alabama
September 16, 2002

EX-24

Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Vulcan Materials Company, a New Jersey corporation, hereby nominates, constitutes and appoints William F. Denson, III, Harri J. Haikala, Norman Jetmundsen, Jr., and Amy M. Tucker, and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to any registration statements on Form S-8 covering shares of the Company's Common Stock offered pursuant to the Company's Construction Materials Division's Hourly Employees Savings Plan, the Company's Chemicals Division Hourly Employee Savings Plan and interests of participation in said Plans, and to any and all amendments to said registration statements, including post-effective amendments thereto, said registration statements and amendments to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in accordance with the provisions of Section 6 thereof and Regulation C, Regulation S-K and the General Rules and regulations thereunder, with ful l power in said attorneys of substitution 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 9th day of September, 2002.
	/s/Philip J. Carroll Philip J. Carroll
	/s/Livio D. DeSimone Livio D. DeSimone
	/s/Phillip W. Farmer Phillip W. Farmer
	/s/H. Allen Franklin H. Allen Franklin
	/s/Ann McLaughlin Korologos Ann McLaughlin Korologos
	/s/Douglas J. McGregor Douglas J. McGregor
	/s/James V. Napier James V. Napier
	/s/Donald B. Rice Donald B. Rice
	/s/Orin R. Smith Orin R. Smith