Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
JAMES DONALD M
   2. Issuer Name and Ticker or Trading Symbol
VULCAN MATERIALS CO [VMC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
1200 URBAN CENTER DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
02/10/2005
(Street)

BIRMINGHAM, AL 35242		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock               44,344 D  
Common Stock (401k)               13,438 I By 401(k)
Common Stock (Restricted Stock Units) (1)               107,519 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share Units $ 0 (2) 02/10/2005   A   36,000   01/01/2008(2)   (2) Common Stock 36,000 (2) $ 57.095 (2) 36,000 D  
Stock Options (Right to Buy) $ 57.095 02/10/2005   A   146,000   01/01/2006(3) 02/10/2015 Common Stock 146,000 $ 0 146,000 D  
Performance Share Units $ 0 (2)             01/01/2007(2)   (2) Common Stock 67,000   67,000 D  
Phantom Stock (Deferred Compensation) $ 0 (4)               (5)   (5) Common Stock 14,448   14,448 D  
Stock Options (Right to Buy) $ 18.853             05/17/1997(6) 05/17/2006 Common Stock 150,000   150,000 D  
Stock Options (Right to Buy) $ 21.313             02/14/1998(6) 02/14/2007 Common Stock 180,000   180,000 D  
Stock Options (Right to Buy) $ 32.947             02/12/1999(6) 02/12/2008 Common Stock 135,000   135,000 D  
Stock Options (Right to Buy) $ 45.167             02/11/2000(6) 02/11/2009 Common Stock 195,000   195,000 D  
Stock Options (Right to Buy) $ 42.344             02/10/2001(6) 02/10/2010 Common Stock 220,000   220,000 D  
Stock Options (Right to Buy) $ 44.9             02/09/2002(6) 02/09/2011 Common Stock 200,000   200,000 D  
Stock Options (Right to Buy) $ 45.95             02/07/2003(6) 02/07/2012 Common Stock 200,000   200,000 D  
Stock Options (Right to Buy) $ 31.465             01/01/2004(3) 02/13/2013 Common Stock 145,000   145,000 D  
Stock Options (Right to Buy) $ 46.76             01/01/2005(3) 02/12/2014 Common Stock 130,000   130,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JAMES DONALD M
1200 URBAN CENTER DRIVE
BIRMINGHAM, AL 35242		   X     Chairman & CEO  

Signatures

 By: Amy M. Tucker, Attorney-in-Fact   02/14/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) The option vests over five years in 20% increments each year on January 1 following the grant date.
(4) Convertible on a 1-for-1 basis.
(5) The units are to be settled in Vulcan common stock commencing at the retirement of the reporting person.
(6) The option vests over five years in 20% increments each year on the anniversary of the grant date.

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