UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13G/A

                    Under the Securities Exchange Act of 1934

                                (Amendment No. __1__ )*


                              VULCAN MATERIALS CO
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                                (Name of Issuer)


                     Common Stock, $.01 par value per share
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                         (Title of Class of Securities)


                                  US9291601097
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                                 (CUSIP Number)



                               February 28, 2005
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             (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

         [ X ]   Rule 13d-1(b)

         [   ]   Rule 13d-1(c)

         [   ]   Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).






                                  SCHEDULE 13G

CUSIP No.         US9291601097


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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only). AMVESCAP PLC

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2. Check the Appropriate Box if a Member of a Group (see Instructions) (a) (b)

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3. SEC Use Only _______________________________________________

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4. Citizenship or Place of Organization AMVESCAP PLC: England AIM Funds
Management, Inc.: United States INVESCO Asset Management Ireland Limited:
Ireland INVESCO Institutional (N.A.), Inc.: United States INVESCO Asset
Management GmbH: Germany Stein Roe Investment Counsel, Inc.: United States

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         5. Sole Voting Power 4,786,574: Such shares are held by the following
         entities in the respective amounts listed AIM Funds Management, Inc.
         4,698,900, INVESCO Asset Management Ireland Limited 64,200, INVESCO 
         Institutional (N.A.), Inc. 9,734,INVESCO Asset Management GmbH 4,557, 
         Stein Roe Investment Counsel, Inc. 9,183

Number of Shares
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Beneficially Owned
by Each Reporting                   6.      Shared Voting Power       _________
Person With

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                                    7.      Sole Dispositive Power 
                                            4,786,574:
                                            Such shares are held by the follows
                                            entities in the respective amounts
                                            listed  AIM Funds Management, Inc.
                                            5,063,300, INVESCO Asset Management
                                            Ireland Limited 59,300, INVESCO
                                            INVESCO Asset Management Limited
                                            200, INVESCO Institutional (N.A.),
                                            Inc. 9,734,INVESCO Asset
                                            Management GmbH 4,557, Stein Roe
                                            Investment Counsel, Inc. 9,183

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                                    8.      Shared Dispositive Power     ______


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          9.   Aggregate  Amount  Beneficially  Owned by Each  Reporting  Person
               4,786,574

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          10.  Check if the Aggregate  Amount in Row (9) Excludes Certain Shares
               (See Instructions) N/A


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          11.  Percent of Class Represented by Amount in Row (9)        4.67%
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          12.  Type of Reporting Person (See  Instructions)
               IA, HC. See Items 2 and 3 of this statement.



                                  SCHEDULE 13G

Item 1(a)         Name of Issuer:
                  VULCAN MATERIALS CO


Item 1(b)         Address of Issuer's Principal Executive Offices:
                  1200 Urban Center Drive
                  Birmingham, AL 35242


Item 2(a)         Name of Person Filing:
                  AMVESCAP PLC

                  In accordance with Securities and Exchange Commission Release
                  No. 34-39538 (January 12, 1998), this statement on Schedule
                  13G or amendment thereto is being filed by AMVESCAP PLC
                  ("AMVESCAP"), a U.K. entity, on behalf of itself and its
                  subsidiaries listed in Item 4 of the cover of this statement.
                  AMVESCAP through such subsidiaries provides investment
                  management services to institutional and individual investors
                  worldwide.

                  Executive officers and directors of AMVESCAP or its
                  subsidiaries may beneficially own shares of the securities of
                  the issuer to which this statement relates (the "Shares"),
                  and such Shares are not reported in this statement. AMVESCAP
                  and its subsidiaries disclaim beneficial ownership of Shares
                  beneficially owned by any of their executive officers and
                  directors. Each of AMVESCAP's direct and indirect
                  subsidiaries also disclaim beneficial ownership of Shares
                  beneficially owned by AMVESCAP and any other subsidiary.


Item 2(b)         Address of Principal Business Office:
                  11 Devonshire Square
                  London EC2M 4YR
                  England


Item 2(c)         Citizenship:
                  See the response to Item 2(a) of this statement.


Item 2(d)         Title of Class of Securities:
                  Common Stock, $.01 par value per share


Item 2(e)         CUSIP Number:
                  US9291601097


Item 3            Type of Reporting Person:
                  An investment adviser in accordance with section 240.13d-1(b)
                  (1)(ii)(E)
                  A parent holding company or control person in accordance with
                  section 240.13d-1(b)(1)(ii)(G)

                  As noted in Item 2 above, AMVESCAP is making this filing on
                  behalf of its subsidiaries listed herein. Each of these
                  entities is either an investment adviser registered with the
                  United States Securities Exchange Commission under Section
                  203 of the Investment Advisers Act of 1940, as amended, or
                  under similar laws of other jurisdictions. AMVESCAP is a
                  holding company.


Item 4            Ownership:
                  Please see responses to Items 5-8 on the cover of this
                  statement which are incorporated herein by reference.


Item 5            Ownership of Five Percent or Less of a Class:
                  (X)


Item 6            Ownership of More than Five Percent on Behalf of Another
                  Person:
                  N/A


Item 7            Identification and Classification of the Subsidiary Which
                  Acquired the Security Being Reporting on By the Parent
                  Holding Company:
                  Please see Item 3 of this statement, which is incorporated
                  herein by reference.


Item 8            Identification and Classification of Members of the Group:
                  N/A


Item 9            Notice of Dissolution of a Group:
                  N/A


Item 10           Certification:
                  By signing below I certify that, to the best of my knowledge
                  and belief, the securities referred to above were acquired
                  and are held in the ordinary course of business and were not
                  acquired and are not held for the purpose of or with the
                  effect of changing or influencing the control of the issuer
                  of the securities and were not acquired and are not held in
                  connection with or as a participant in any transaction having
                  that purpose or effect.

                  Signature:
                  After reasonable inquiry and to the best of my knowledge and
                  belief, I certify that the information set forth in this
                  statement is true, complete and correct.

                                           March 11, 2005
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                                                Date



                                        /s/  HAL LIEBES
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                                             Signature



                                      Hal Liebes
                               Group Compliance Officer
                                       AMVESCAP PLC