Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005
(Street)


BIRMINGHAM, AL 35242		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock             200,223 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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share Units $ 0 (1)           01/01/2006(1)   (1) Common Stock
37,000
  37,000
D
 
Performance Share Units $ 0 (1)           01/01/2007(1)   (1) Common Stock
30,000
  30,000
D
 
Performance Share Units $ 0 (2)           01/01/2008(2)   (2) Common Stock
36,000
  36,000
D
 
Phantom Stock (Deferred Compensation) $ 0 (3)             (4)   (4) Common Stock
14,116
  14,116
D
 
Stock Options (Right to Buy) $ 21.31           02/14/1998(5) 02/14/2007 Common Stock
180,000
  180,000
D
 
Stock Options (Right to Buy) $ 32.95           02/12/1999(5) 02/12/2008 Common Stock
135,000
  135,000
D
 
Stock Options (Right to Buy) $ 45.17           02/11/2000(5) 02/11/2009 Common Stock
195,000
  195,000
D
 
Stock Options (Right to Buy) $ 42.34           02/10/2001(5) 02/10/2010 Common Stock
220,000
  220,000
D
 
Stock Options (Right to Buy) $ 44.9           02/09/2002(5) 02/09/2011 Common Stock
200,000
  200,000
D
 
Stock Options (Right to Buy) $ 45.95           02/07/2003(5) 02/07/2012 Common Stock
200,000
  200,000
D
 
Stock Options (Right to Buy) $ 31.47           01/01/2004(6) 02/13/2013 Common Stock
145,000
  145,000
D
 
Stock Options (Right to Buy) $ 46.76           01/01/2005(6) 02/12/2014 Common Stock
130,000
  130,000
D
 
Stock Options (Right to Buy) $ 57.1           01/01/2006(6) 02/10/2015 Common Stock
146,000
  146,000
D
 
Stock Options (Right to Buy) $ 68.63           12/08/2005(7) 12/08/2015 Common Stock
287,800
  287,800 (8)
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 02/10/2006
**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) 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.
(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 100% in stock on a payment date determined by the Compensation Committee. The fair market value of the award is not determinable until the payment date.
(3) Convertible on a 1-for-1 basis.
(4) The units are to be settled in Vulcan common stock commencing at the retirement of the reporting person.
(5) The option vests over five years in 20% increments each year on the anniversary of the grant date.
(6) The option vests over five years in 20% increments each year on January 1 following the grant date.
(7) The option is fully vested as of the grant date, however, the sale of underlying shares is restricted until January 1, 2009.
(8) As reported by Form 4 dated 1/26/2006, a portion of this stock option award in the amount of 169,800 shares was rescinded on 1/24/2006 in order to comply with the terms of the Company's 1996 Long-Term Incentive Plan.

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