Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Sansone Daniel F
2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2005
3. Issuer Name and Ticker or Trading Symbol
VULCAN MATERIALS CO [VMC]
(Last)
(First)
(Middle)
1200 URBAN CENTER DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP & CFO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BIRMINGHAM, AL 35242
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 24,003
D
 
Common Stock (401k) 15,045
I
By 401(k)
Common Stock (Restricted Stock Units) (1) 11,259
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share Units 01/01/2006(2)   (2) Common Stock 3,600 $ 0 (2) D  
Performance Share Units 01/01/2007(2)   (2) Common Stock 3,000 $ 0 (2) D  
Performance Share Units 01/01/2008(3)   (3) Common Stock 2,300 $ 0 (3) D  
Stock Options (Right to Buy) 05/17/1997(4) 05/17/2006 Common Stock 5,850 $ 18.853 D  
Stock Options (Right to Buy) 02/14/1998(4) 02/14/2007 Common Stock 19,875 $ 21.313 D  
Stock Options (Right to Buy) 02/12/1999(4) 02/12/2008 Common Stock 23,025 $ 32.947 D  
Stock Options (Right to Buy) 02/11/2000(4) 02/11/2009 Common Stock 17,775 $ 45.167 D  
Stock Options (Right to Buy) 02/10/2001(4) 02/10/2010 Common Stock 29,000 $ 42.344 D  
Stock Options (Right to Buy) 02/09/2002(4) 02/09/2011 Common Stock 19,000 $ 44.9 D  
Stock Options (Right to Buy) 02/07/2003(4) 02/07/2012 Common Stock 19,000 $ 45.95 D  
Stock Options (Right to Buy) 01/01/2004(5) 02/13/2013 Common Stock 15,000 $ 31.465 D  
Stock Options (Right to Buy) 01/01/2005(5) 02/12/2014 Common Stock 12,000 $ 46.76 D  
Stock Options (Right to Buy) 01/01/2006(5) 02/10/2015 Common Stock 14,000 $ 57.095 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sansone Daniel F
1200 URBAN CENTER DRIVE
BIRMINGHAM, AL 35242
      Sr. VP & CFO  

Signatures

By: Amy M. Tucker, Attorney-in-Fact 05/17/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Restricted Stock Units which are convertible on a 1-for-1 basis.
(2) Performance Share Units vest at January 1 following a three-year award period. At the end of the award period, the Compensation Committee determines the payment amount based on Company performance. The payment is made 50% in stock and 50% in cash on a payment date determined by the Compensation Committee. The fair market value of the award is not determinable until the payment date.
(3) Performance Share Units vest at January 1 following a three-year award period. At the end of the award period, the Compensation Committee determines the payment amount based on Company performance. The payment is made 100% in stock on a payment date determined by the Compensation Committee. The fair market value of the award is not determinable until the payment date.
(4) The option vests over five years in 20% increments each year on the anniversary of the grant date.
(5) The option vests over five years in 20% increments each year on January 1 following the grant date.

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