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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                 FORM 8-A/A

             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                 PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                              AMENDMENT NO. 2

                                 CALMAT CO.
           (Exact name of registrant as specified in its charter)


          DELAWARE                                       95-0645790
   (State of incorporation                             (IRS Employer
       or organization)                              Identification No.)

      3200 San Fernando Road                               90065
      Los Angeles, California                           (Zip Code)
(address of principal executive offices)


Securities to be registered pursuant to Section 12(b) of the Act:


                                                  Name of exchange on
          Title of each Class                    which each class is to
          to be so registered                        be registered

Class A Common Stock Purchase Rights           New York Stock Exchange
                                               Pacific Stock Exchange

          If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]

          If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]

          Securities Act registration statement file number to which this
form relates:

          ...............(if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

                                    None
                              (Title of Class)


<PAGE>


          Item 1 of Form 8-A dated September 28, 1987 (as amended through
September 30, 1997, the "Form 8-A"), of CalMat Co. is hereby amended as
follows:

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

          Item 1 of the Form 8-A is hereby amended by deleting the second
sentence of the first paragraph thereof and replacing it with the
following:

The Rights will be represented by the Common Stock certificates and will
not be exercisable, or transferable apart from the Common Stock, until the
earlier of (i) the tenth day after the public announcement that a person or
group has acquired beneficial ownership of 25% or more of the Common Stock
or (ii) the close of business on such date, if any, as may be designated by
the Board of Directors of the Company after a person or group commences, or
announces an intention to commence, a tender or exchange offer the
consummation of which would give such person or group beneficial ownership
of 30% or more of the Common Stock (the earlier of (i) and (ii) being
referred to herein as the "Distribution Date").

          Item 1 of the Form 8-A is hereby further amended by adding the
following paragraph at the end of Item 1 of the Form 8-A:

          On November 14, 1998, CalMat Co. (the "Company") executed
Amendment No. 3 (the "Amendment") to the Rights Agreement, dated as of
September 22, 1987 (as amended, the "Rights Agreement"), between the
Company and First Chicago Trust Company of New York, as Rights Agent. The
Amendment provides that neither Vulcan Materials Company, a New Jersey
corporation ("Parent"), ALB Acquisition Corporation, a Delaware corporation
and a wholly owned subsidiary of Parent ("Merger Sub"), any of their
respective Affiliates or Associates nor any of their respective permitted
assignees or transferees will become an Acquiring Person (as that term is
defined in the Rights Agreement) as a result of the occurrence of any of
the following: (i) the commencement of the Offer (as defined in the
Agreement and Plan of Merger dated as of November 14, 1998, among Parent,
Merger Sub and the Company (the "Merger Agreement")), (ii) the approval,
execution or delivery of the Merger Agreement, (iii) the acquisition of
shares of Common Stock pursuant to the Offer or (iv) the consummation of
the Merger (as defined in the Merger Agreement). The Amendment further
provides that, despite the occurrence of any of the events described under
(i), (ii), (iii) or (iv) above, a Distribution Date (as defined in the
Rights Agreement) will not occur, no Rights will separate from the shares
of Common Stock or otherwise become exercisable and no adjustment will be
made pursuant to Sections 11 or 13 of the Rights Agreement.

          The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is attached
hereto as Exhibit A and is incorporated herein by reference, and to the
Rights Agreement which was attached as an exhibit to the Form 8-A filed on
September 28, 1987 and which is incorporated herein by reference.


<PAGE>


ITEM 2.  EXHIBITS.

          1. Rights Agreement, dated as of September 22, 1987, between the
Company and Security Pacific National bank, as Rights Agent. (filed as
Exhibit 1 to the Company's Registration Statement on Form 8-A dated
September 22, 1987 and filed on September 28, 1987 and incorporated by
reference herein).

          2. Amendment No. 1 to the Rights Agreement, dated as of October
26, 1992, between the Company and Bank of America, N.T. & S.A., formerly
known as Security Pacific National Bank, as rights agent (filed as Exhibit
4.2 to the Company's 1992 Annual Report on Form 10-K, incorporated by
reference herein).

          3. Amendment No. 2 to the Rights Agreement, dated as of July 22,
1997, between the Company and First Chicago Trust Company of New York, as
rights agent. (Filed as Exhibit 4.3 to the Company's Quarterly Report on
Form 10-Q, filed on August 12, 1997 and incorporated by reference herein).

          4. Amendment No. 3 to the Rights Agreement, dated as of November
14, 1998, between the Company and First Chicago Trust Company of New York,
as rights agent (filed herewith).


<PAGE>


                                 SIGNATURE

          Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned hereunto duly
authorized.



Date:  November 16, 1998      CALMAT CO.
                              (Registrant)



                              By: /s/ Paul Stanford
                                 -----------------------------
                                 Name:  Paul Stanford
                                 Title: Executive Vice President,
                                        General Counsel and
                                        Secretary


<PAGE>


                               EXHIBIT INDEX


Exhibit No.                Description

Index

   1.          Rights Agreement, dated as of September 22, 1987, between
               the Company and Security Pacific National bank, as Rights
               Agent. (filed as Exhibit 1 to the Company's Registration
               Statement on Form 8-A dated September 22, 1987 and filed on
               September 28, 1987 and incorporated by reference herein).

   2.          Amendment No. 1 to the Rights Agreement, dated as of October
               26, 1992, between the Company and Bank of America, N.T. &
               S.A., formerly known as Security Pacific National Bank, as
               rights agent (filed as Exhibit 4.2 to the Company's 1992
               Annual Report on Form 10-K, incorporated by reference
               herein).

   3.          Amendment No. 2 to the Rights Agreement, dated as of July
               22, 1997, between the Company and First Chicago Trust
               Company of New York, as rights agent. (Filed as Exhibit 4.3
               to the Company's Quarterly Report on Form 10-Q, filed on
               August 12, 1997 and incorporated by reference herein).

   4.          Amendment No. 3 to the Rights Agreement, dated as of
               November 14, 1998, between the Company and First Chicago
               Trust Company of New York, as rights agent (filed herewith).

