
                                                        Exhibit (c)(5)










           IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                     IN AND FOR NEW CASTLE COUNTY


------------------------------------------
PAUL GREEN, on behalf of himself and 
all others similarly situated,                    C.A. No. 16802NC

                                Plaintiff,

                -against-                          CLASS ACTION
                                                    COMPLAINT
JOHN C. ARGUE, ARTHUR BROWN, DENIS
R. BROWN, HARRY M. CONGER, RAYBURN
S. DEZEMBER, A. FREDERICK GERSTELL,
RICHARD A. GRANT, JR., EDWARD A.
LANDRY, THOMAS L. LEE, THOMAS M.
LINDEN, GEORGIA R. NELSON, STUART T.
PEELER, CALMAT CO., VULCAN
MATERIALS CO. and ALB ACQUISITION
CORPORATION,

                               Defendants.
------------------------------------------


          Plaintiff alleges upon information and belief, except
paragraph 1 which is alleged on knowledge, as follows:

                                PARTIES

          1. Plaintiff Paul Green is, and at all relevant times was,
the owner of shares of common stock of Calmat Co. ("Calmat" or the
"Company").

          2. Calmat is incorporated in Delaware. Calmat manufactures,
produces, distributes and sells construction materials and also owns,
leases and manages industrial and office buildings.

          3. Defendants John C. Argue, Arthur Brown, Denis R. Brown,
Harry M. Conger, Rayburn S. Dezember, A. Frederick Gerstell
("Gerstell"), Richard A. Grant, Jr., Edward



<PAGE>



A. Landry, Thomas L. Lee, Thomas M. Linden, Georgia R. Nelson and
Stuart T. Peeler (collectively referred to herein as the "Individual
Defendants") constitute the board of directors of Calmat.

          4. Defendant Vulcan Materials Co. ("Vulcan") is pursuing an
acquisition of Calmat through Vulcan's wholly-owned subsidiary,
defendant ALP Acquisition Corporation ("ALP"), a Delaware corporation,
which has been organized solely for purposes of the proposed
transaction. 

                       CLASS ACTION ALLEGATIONS

          5. Plaintiff brings this action on his own behalf and,
pursuant to Rule 23 of the Rules of this Court on behalf of all
stockholders of the Company (except the defendants herein and any
person, firm, trust, corporation, or other entity related to or
affiliated with any of the defendants) and their successors in
interest, who are or will be threatened with injury arising from
defendant's actions as more fully described herein.

          6. This action is properly maintainable as a class action.

          7. The class is so numerous that joinder of all members is
impracticable. The Company has more than 23 million shares of common
stock issued and outstanding, owned by hundreds, if not thousands, of
members of the Class.

          8. There are questions of law and fact which are common to
the class including, inter alia, the following:

             (a) whether the Individual Defendants have breached their
fiduciary duties by agreeing to the proposed transaction complained of
herein, aided and abetted by Vulcan; and



                                     2
<PAGE>



             (b) whether plaintiff and the other members of the Class
would be irreparably damaged were defendants not enjoined.

          9. Plaintiff is committed to prosecuting this action and has
retained competent counsel experienced in litigation of this nature.
The claims of the plaintiff are typical of the claims of other members
of the class and the plaintiff has the same interests as the other
members of the class. Accordingly, plaintiff is an adequate
representative of the class.

          10. The prosecution of separate actions would create a risk
of either inconsistent or varying adjudications concerning individual
members of the class which would establish incompatible standards of
conduct for defendants, and adjudications concerning individual
members of the class would, as a practical matter, be dispositive of
the interests of other members of the class who are not parties to the
adjudications or substantially impair or impede their ability to
protect their interests.

          11. The defendants have acted on grounds generally
applicable to all members of the class, making injunctive or
declaratory relief concerning the class as a whole appropriate.

                        SUBSTANTIVE ALLEGATIONS

          12. Calmat is a leading producer of asphalt, ready-mixed
concrete and "aggregates," or the crushed rock, sand and gravel that
go into asphalt and concrete. Calmat's materials are used in a
plethora of sites--from freeways to houses to airports--in California,
Arizona and New Mexico, with the bulk of its business in Southern
California. The Company's major markets are housing, commercial
construction and infrastructure projects such as highways. 



                                     3
<PAGE>



          13. Recently the federal government has approved a more than
$200 billion highway spending program and many major construction
projects have been approved in California and other Western states in
which Calmat operates. These include the $1.9-billion Alameda
Corridor, a rail and truck expressway connecting downtown Los Angeles
and the ports of Los Angeles and Long Beach. This resurgence in
spending has caused the Company's future business prospects to
substantially improve. As an October 15, 1998, article in the Los
Angeles Times reported:

                    To hear Calmat tell it, all of its major markets
                    are recovering: housing, commercial construction
                    and infrastructure projects such as highways. "We
                    think all those things are coming back
                    simultaneously," Gerstell said.

          14. This growing demand for construction aggregates and
materials has also led to increases in the prices for such materials.
Such increasing prices are likely to lead to increased profitability
for the Company.

          15. In a further effort to increase its profitability,
Calmat has been engaging in an extensive effort to cut its costs of
producing materials which have traditionally been high compared to
industry norms and the source of both a competitive disadvantage and a
drag on earnings.

          16. These improved market conditions and company operations
coalesced on October 15, 1998 when the Company reported "record
results for the third quarter" of net income of $16.0 million, or
$0.67 per share, 72% more than the prior year's third quarter of $9.3
million, or $0.39 per share. The press release announcing the earnings
quoted defendant Gerstell as stating that:

                    To put our third quarter operating results in
                    perspective, we earned more from operations this
                    quarter than in all of 1997. The benefits of the
                    initiatives to improve the performance and
                    efficiency of our operations are now becoming


                                     4
<PAGE>



                    evident as the operating income almost doubled in
                    the third quarter. Revenue increased 17% with
                    strong volume and pricing improvements, and
                    operating margins increased from 17% to 22% . . 
                    . .

                    We believe that strong demand for our products,
                    particularly due to the recovery in Southern
                    California's construction market, combined with
                    increasing benefits from our profit improvement
                    program, bodes well for continuing strong
                    performance for Calmat for the remainder of 1998
                    as well as 1999 and thereafter.

               17. Gerstell also emphasized that the Company had a program
to sell excess real estate and that there was "almost $90 million
currently under contract and scheduled to close during the next
several months." The Los Angeles Times in its October 15, 1998 article
on Calmat stated that the Company is "shedding nearly 10,000 acres of
land that are unrelated to its core business, which should provide up
to $170 million in gross proceeds."

          18. As a result of these improved results and excellent
future business prospects, Calmat's stock price steadily increased
from a closing price of approximately $18.50 per share to
approximately $28.00 per share.

          19. On November 16, 1998, Calmat and Vulcan announced that
they entered into a definitive merger agreement (the "Merger
Agreement") providing for the acquisition of all of the shares of
Calmat by Vulcan at a per-share price of $31 in cash through a tender
offer which is expected to expire on January 1, 1999, followed by a
merger for untendered shares. This agreed upon price represents only
approximately a 10% premium over the Company's previous trading price
and is inadequate. In addition, the $170 million in gross proceeds
expected from the sale of some of the Company's real estate assets can
be expected to finance more than 20% of the total value of the
transaction.


                                     5
<PAGE>



          20. That Vulcan is getting a bargain in the transaction is
further demonstrated by the fact that Vulcan expects the transaction
to be neutral for 1999 earnings and accretive to earnings per share in
2000.

          21. The inadequacy of the $31 per share price is further
heightened by Calmat's having agreed to not pay its regular quarterly
dividend of $0.10 per share for the fourth quarter.

          22. One of the primary motivations for the Individual
Defendants' entering into the Merger Agreement was to procure
approximately $43 million in severance payments by reason of a sale of
Calmat for the Company's senior executives, principally defendant
Gerstell, although defendant Gerstell will serve as Vice Chairman of
the Board of Directors of Vulcan following completion of the
transaction.

          23. Calmat did not solicit alternative bids for the purchase
of the Company or its assets. Further, defendants agreed on a purchase
price only $1.00 more per share than that offered by Vulcan.

          24. By entering into the agreement with Vulcan, Calmat's
Board has initiated a process to sell the Company which imposes
heightened fiduciary responsibilities and requires enhanced scrutiny
by the Court. However, the terms of the proposed transaction were not
the result of an auction process or active market check; they were
arrived at without a full and thorough investigation by the Individual
Defendants; and they are intrinsically unfair and inadequate from the
standpoint of Calmat's public shareholders.

          25. The Individual Defendants failed to make an informed
decision, as no market check of the Company's value was obtained. In
agreeing to the merger, the Individual Defendants failed to properly
inform themselves of Calmat's highest transactional value.


                                     6
<PAGE>



          26. The Individual Defendants have violated the fiduciary
duties owed to the public shareholders of Calmat. The Individual
Defendants' agreement to the terms of the transaction, its timing, and
the failure to auction the Company and invite other bidders, and
defendants' failure to provide a market check demonstrate a clear
absence of the exercise of due care and of loyalty to Calmat's public
shareholders.

          27. The Individual Defendants' fiduciary obligations under
these circumstances require them to:

              (a) Undertake an appropriate evaluation of Calmat's net
worth as a merger/acquisition candidate; and

              (b) Engage in a meaningful auction with third parties in
an attempt to obtain the best value for Calmat's public shareholders.

          28. The Individual Defendants have breached their fiduciary
duties by reason of the acts and transactions complained of herein,
including their decision to merge with Vulcan without making the
requisite effort to obtain the best offer possible.

          29. The consideration to be paid to class members in the
proposed merger is unfair and inadequate because, among other things:

              (a) the intrinsic value of Calmat's common stock is
materially in excess of the amount offered for those securities in the
merger giving due consideration to the anticipated operating results,
net asset value, cash flow, and profitability of the Company;

              (b) the merger price is not the result of an appropriate
consideration of the value of Calmat because the Calmat Board approved
the proposed merger without undertaking


                                     7
<PAGE>



steps to accurately ascertain Calmat's value through open bidding or
at least a "market check mechanism"; and

              (c) by entering into the agreement with Vulcan, the
Individual Defendants have allowed the price of Calmat stock to be
capped, therby depriving plaintiff and the Class of the opportunity to
realize any increase in the value of Calmat stock.

          30. In addition, plaintiff and the other members of the
Class are not being provided with material information concerning the
proposed transaction. The tender offer materials include a fairness
opinion from Credit Suisse First Boston, the Company's financial
adviser, which states that: "[w]e have also reviewed certain other
information, including financial forecasts, provided to us by the
Company. . . ." However, that information is not disclosed anywhere in
the tender offer materials being distributed to plaintiff and other
members of the Class, effectively depriving them of the information
necessary to intelligently decide whether to tender their shares of
Calmat stock.

          31. In addition, the tender offer materials fail to disclose
the following facts: 

              (a) the Company's financial results for the most recent
fiscal quarter;

              (b) the current fair market value of the Company's
extensive real estate holdings;

              (c) the expected proceeds from currently planned sales
of Calmat's real estate holdings; and

              (d) any synergies expected to be achieved from combining
Calmat's operations with those of Vulcan.


                                     8
<PAGE>



          32. As a result of the actions of the Individual Defendants,
plaintiff and the other members of the Class have been and will be
damaged in that they will not receive their fair proportion of the
value of the Company's assets and business and have been and will be
prevented from obtaining a fair price for their shares of Calmat
common stock.

          33. Defendant Vulcan has knowingly aided and abetted the
breaches of fiduciary duty committed by the other defendants to the
detriment of Calmat's public shareholders. Indeed, the proposed merger
could not take place without the active participation of Vulcan.
Furthermore, Vulcan and its shareholders are the intended
beneficiaries of the wrongs complained of and would be unjustly
enriched absent relief in this action.

          34. Plaintiff and the Class have no adequate remedy at law.

     WHEREFORE, plaintiff demands judgment, as follows:

     A. Declaring this to be a proper class action;

     B. Ordering the Individual Defendants to carry out their
fiduciary duties to plaintiff and the other members of the class by
announcing their intention to:

          1. cooperate fully with any person or entity, having a bona
fide interest in proposing any transaction which would maximize
shareholder value, including, but not limited to, a buyout or takeover
of the Company;

          2. undertake an appropriate evaluation of the Company's
worth as a merger/acquisition candidate;

          3. take all appropriate steps to enhance the Company's value
and attractiveness as a merger/acquisition candidate;



                                     9
<PAGE>

          4. take all appropriate steps to effectively expose the
Company to the marketplace in an effort to create an active auction
for the Company;

          5. take proper action to maximize the value of the
consideration that the Company's shareholders will receive for their
shares.

          6. act independently so that the interests of the Company's
public stockholders will be protected; and

          7. adequately disclose all material information concerning
the fairness of the transaction and the valuation of the Company and
its assets by Calmat's financial advisers.

     C. temporarily and permanently enjoining the transaction
complained of;

     D. in the event that the proposed transaction is consummated,
rescinding it and setting it aside, or awarding rescissory damages to
the class;

     E. awarding compensatory damages against defendants, individually
and severally, in an amount to be determined at trial, together with
pre-judgment and post-judgment interest at the maximum rate allowable
by law, arising from the proposed transaction;

     F. awarding plaintiff the costs and disbursements of the action,
including a reasonable allowance for plaintiff's attorneys' and
experts' fees; and

     G. granting such other and further relief as may be just and
proper.

                                   ROSENTHAL, MONHAIT, GROSS &
                                   GODDESS, P.A.


                                   By:
                                   Mellon Bank Center, Suite 1401
                                   P.O. Box 1070
                                   Wilmington, Delaware 19899
OF COUNSEL:                        Attorneys for Plaintiff

LAW OFFICES OF JEFFREY S. ABRAHAM
60 East 42nd Street, Suite 4700
New York, N.Y. 10165
(212) 692-0555



                                    10
