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
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2005
Estimated average burden hours per response... 1.0

1. Name and Address of Reporting Person *
KHAN EJAZ A
 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)
VP, Controller & CIO
(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             1,722 D  
Common Stock (401k)             12,704 I By 401(k)
Common Stock (Restricted Stock Units) (1)             10,115 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 (2)           01/01/2006(2)   (2) Common Stock
2,800
  2,800
D
 
Performance Share Units $ 0 (2)           01/01/2007(2)   (2) Common Stock
2,000
  2,000
D
 
Performance Share Units $ 0 (3)           01/01/2008(3)   (3) Common Stock
1,700
  1,700
D
 
Phantom Stock (Deferred Compensation) $ 0 (4)             (5)   (5) Common Stock
3,407
  3,407
D
 
Stock Options (Right to Buy) $ 45.167           02/11/2000(6) 02/11/2009 Common Stock
10,875
  10,875
D
 
Stock Options (Right to Buy) $ 42.344           02/10/2001(6) 02/10/2010 Common Stock
13,000
  13,000
D
 
Stock Options (Right to Buy) $ 44.9           02/09/2002(6) 02/09/2011 Common Stock
15,000
  15,000
D
 
Stock Options (Right to Buy) $ 45.95           02/07/2003(6) 02/07/2012 Common Stock
15,000
  15,000
D
 
Stock Options (Right to Buy) $ 31.465           01/01/2004(7) 02/13/2013 Common Stock
6,600
  6,600
D
 
Stock Options (Right to Buy) $ 46.76           01/01/2005(7) 02/12/2014 Common Stock
10,000
  10,000
D
 
Stock Options (Right to Buy) $ 57.095           01/01/2006(7) 02/10/2015 Common Stock
11,000
  11,000
D
 
Stock Options (Right to Buy) $ 68.63           12/08/2005(8) 12/08/2015 Common Stock
21,000
  21,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KHAN EJAZ A
1200 URBAN CENTER DRIVE
BIRMINGHAM, AL 35242		       VP, Controller & CIO  

Signatures

By: Amy M. Tucker, Attorney-in-Fact 02/13/2006
**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) 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) 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.
(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.
(7) The option vests over five years in 20% increments each year on January 1 following the grant date.
(8) The option is fully vested as of the grant date, however, the sale of underlying shares is restricted until January 1, 2009.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.