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 *
DENSON WILLIAM F III
   2. Issuer Name and Ticker or Trading Symbol
VULCAN MATERIALS CO [VMC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP, General Counsel
(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               17,847 D  
Common Stock               438 I By Spouse
Common Stock (401k)               23,604 I By 401(k)
Common Stock (Restricted Stock Units) (1)               14,097 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   2,600   01/01/2008(2)   (2) Common Stock 2,600 (2) $ 57.095 (2) 2,600 D  
Stock Options (Right to Buy) $ 57.095 02/10/2005   A   17,000   01/01/2006(3) 02/10/2015 Common Stock 17,000 $ 0 17,000 D  
Performance Share Units $ 0 (2)             01/01/2007(2)   (2) Common Stock 7,600   7,600 D  
Stock Options (Right to Buy) $ 32.947             02/12/1999(4) 02/12/2008 Common Stock 21,225   21,225 D  
Stock Options (Right to Buy) $ 45.167             02/11/2000(4) 02/11/2009 Common Stock 21,750   21,750 D  
Stock Options (Right to Buy) $ 42.344             02/10/2001(4) 02/10/2010 Common Stock 25,000   25,000 D  
Stock Options (Right to Buy) $ 44.9             02/09/2002(4) 02/09/2011 Common Stock 24,000   24,000 D  
Stock Options (Right to Buy) $ 45.95             02/07/2003(4) 02/07/2012 Common Stock 24,000   24,000 D  
Stock Options (Right to Buy) $ 31.465             01/01/2004(3) 02/13/2013 Common Stock 17,000   17,000 D  
Stock Options (Right to Buy) $ 46.76             01/01/2005(3) 02/12/2014 Common Stock 15,000   15,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DENSON WILLIAM F III
1200 URBAN CENTER DRIVE
BIRMINGHAM, AL 35242		       Sr. VP, General Counsel  

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) The option vests over five years in 20% increments each year on the anniversary of the grant date.

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