SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

____________________________________

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2005

VULCAN MATERIALS COMPANY
(Exact name of registrant as specified in its charter)

New Jersey
(State or other jurisdiction
of incorporation)

I-4033
(Commission File Number)

63-0366371
(IRS Employer
Identification No.)

1200 Urban Center Drive
Birmingham, Alabama 35242
(Address of principal executive offices) (zip code)

(205) 298-3000
Registrant's telephone number, including area code:

Item 2.02

Results of Operations and Financial Condition.
The Registrant's earnings release dated January 31, 2005, regarding its fourth quarter and full year financial results for 2004 is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(c)

Exhibits:

Exhibit No.
    99.1

Description
Earnings Release dated January 31, 2005.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.

VULCAN MATERIALS COMPANY
(Registrant)


By:    /s/William F. Denson, III
William F. Denson, III

Dated:   January 31, 2005