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): August 3, 2006

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

         New Jersey                      I-4033                 63-0366371
(State or other jurisdiction    (Commission File Number)       (IRS Employer
     of incorporation)                                       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:

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

Item 7.01       Regulation FD Disclosure

                On August 3, 2006, the Company issued a press release regarding
                litigation in a state court in San Francisco, California. The
                press release is attached as an exhibit.

Item 9.01       Financial Statements and Exhibits.
                (c)     Exhibits:
                        Exhibit No.         Description
                        -----------         -----------
                           99.1             Press Release dated August 3, 2006.


        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

                                               By: /s/William F. Denson, III
Dated:   August 3, 2006                            William F. Denson, III