7UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549

FORM 10-Q

(Mark One)

(  X  )

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

 (      )

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from         to

Commission File Number  1-10219

VULCAN INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

     31-0810265

    (State or other jurisdiction of

  (I.R.S. Employer

    incorporation or organization)

Identification Number)

300 Delaware Avenue,  Suite 1704,  Wilmington, Delaware   19801

(Address of principal executive offices, including Zip Code)

(302) 427-5804

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   X  No   

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes   __  No   _X_

The number of shares outstanding of the issuer's common stock, without par value, as of June 30, 2004 was 1,006,707 shares.

VULCAN INTERNATIONAL CORPORATION
INDEX
				Page No.
Part I - Financial Information
	Item 1.  Financial Statements
		Condensed Consolidated Balance Sheets		1
		Condensed Consolidated Statements of Income		2
		Condensed Consolidated Statements of Cash Flows		3
		Notes to Condensed Consolidated Financial Statements		4 - 11
		Report of Registered Public Accounting Firm		12
	Item 2.  Management's Discussion and Analysis of Financial                Condition and Results of Operations			13
	Item 3.  Quantitative and Qualitative Disclosures about Market Risks			14
	Item 4.  Controls and Procedures			14
Part II - Other Information
	Item 1.  Legal Proceedings			15
	Item 2.  Changes in Securities and Use of Proceeds			15
	Item 3.  Defaults Upon Senior Securities			15
	Item 4.  Submission of Matters to a Vote of Security Holders			15
	Item 5.  Other Information			15
	Item 6.  Exhibits and Reports on Form  8-K			16
Signatures				17

PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

VULCAN INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
					June 30,
					2004		December 31,
					(Unaudited)		2003
-  ASSETS  -
CURRENT ASSETS:
	Cash			$	1,350,357		1,503,349
	Marketable securities (at fair market value)				34,906,812		37,734,263
	Accounts receivable				1,186,495		1,499,387
	Inventories				509,275		650,910
	Prepaid expense and federal income tax				33,126		641,752
		TOTAL CURRENT ASSETS			37,986,065		42,029,661
PROPERTY, PLANT AND EQUIPMENT - at cost					11,843,070		11,695,407
	Less - Accumulated depreciation and depletion				10,044,882		9,937,672
		NET PROPERTY, PLANTAND EQUIPMENT			1,798,188		1,757,735
OTHER ASSETS:
	Investment in joint venture				-		37,894
	Marketable securities (at fair market value)				34,984,496		36,071,995
	Deferred charges and other assets				5,732,652		5,642,651
		TOTAL OTHER ASSETS			40,717,148		41,752,540
			TOTAL ASSETS	$	80,501,401		85,539,936
-  LIABILITIES AND SHAREHOLDERS' EQUITY  -
CURRENT LIABILITIES:
	Notes payable			$	-		3,892,000
	Deferred income tax				10,014,725		10,948,957
	Other				1,465,693		1,381,386
		TOTAL CURRENT LIABILITIES			11,480,418		16,222,343
OTHER LIABILITIES:
	Deferred income tax				11,994,301		12,162,461
	Minority interest in partnerships				11,359		10,799
	Other liabilities				29,817		29,817
		TOTAL OTHER LIABILITIES			12,035,477		12,203,077
COMMITMENTS AND CONTINGENCIES					-		-

SHAREHOLDERS' EQUITY
	Capital stock				249,939		249,939
	Additional paid-in capital				8,314,425		8,253,925
	Retained earnings				32,573,019		30,222,940
	Accumulated other comprehensive income				42,067,486		44,627,575
					83,204,869		83,354,379
	Less-Common stock in treasury, at cost				26,219,363		26,239,863
		TOTAL SHAREHOLDERS’ EQUITY			56,985,506		57,114,516
			TOTAL LIABILITIES AND
			SHAREHOLDERS’ EQUITY	$	80,501,401		85,539,936
The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

-1-

VULCAN INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
			Six Months Ended					Three Months Ended
			June 30,					June 30,
				2004		2003		2004		2003
REVENUES:
	Net sales		$	4,680,331		3,932,987		2,175,981		2,260,478
	Dividends			1,237,878		1,148,327		616,355		580,273
		TOTAL REVENUES		5,918,209		5,081,314		2,792,336		2,840,751
COST AND EXPENSES:
	Cost of sales			4,314,135		3,791,960		2,004,961		2,096,038
	General and administrative			972,610		757,924		527,996		372,603
	Interest expense			25,268		64,781		(31)		26,986
		TOTAL COST AND EXPENSES		5,312,013		4,614,665		2,532,926		2,495,627
MINORITY INTEREST				(560)		(649)		(563)		(236)
		INCOME FROM CONTINUING   OPERATIONS BEFORE GAIN ON   SALE OF ASSETS AND INCOME   TAXES		605,636		466,000		258,847		344,888
NET GAIN ON SALE OF PROPERTY,   EQUIPMENT AND SECURITIES				441,359		683,766		115,373		135,865
		INCOME FROM CONTINUING   OPERATIONS BEFORE INCOME   TAXES		1,046,995		1,149,766		374,220		480,753
INCOME TAX PROVISION (BENEFIT)				177,183		132,638		(17,330)		28,602
		NET INCOME FROM CONTINUING   OPERATIONS		869,812		1,017,128		391,550		452,151
DISCONTINUED OPERATIONS:
	Income (loss) from operations, net of   income taxes			38,086		31,224		-		(6,897)
	Gain on sale of division assets, net of   income taxes			1,542,852		-		-		-
		NET INCOME FROM DISCONTINUED   OPERATIONS		1,580,938		31,224		-		(6,897)
		NET INCOME	$	2,450,750		1,048,352		391,550		445,254
DIVIDENDS DECLARED PER COMMON   SHARE			$	.10		.10		.05		.05
EARNINGS PER COMMON SHARE:
	Basic -
		Continuing operations	$	.86		1.01		.38		.45
		Discontinued operations		1.57		.03		-		(.01)
			$	2.43		1.04		.38		.44
	Diluted -
		Continuing operations	$	.86		1.01		.38		.45
		Discontinued operations		1.57		.03		-		(.01)
			$	2.43		1.04		.38		.44
AVERAGE SHARE OUTSTANDING:
	Basic -			1,006,663		1,004,652		1,006,707		1,004,707
	Diluted -			1,014,909		1,005,346		1,095,087		1,005,628
The accompanying notes to consolidated financial statements are an integral part of these statements. - 2 -

			VULCAN INTERNATIONAL CORPORATION
			CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
							June 30,		June 30,
							2004		2003
CASH FLOWS FROM OPERATING ACTIVITIES:
		Cash received from customers				$	4,959,900		4,485,658
		Cash paid to suppliers and employees					(5,3,47,741)		(5,707,167)
		Dividends received					1,237,879		1,148,327
		Interest paid					(26,022)		(24,292)
		Income tax paid					(22,046)		185,000)
			NET CASH PROVIDED BY OPERATING   ACTIVITIES				820,060		(282,474)
CASH FLOWS FROM INVESTING ACTIVITIES
		Proceeds from sale of property, equipment and securities					463,642		692,987
		Purchase of property and equipments					(210,630)		(42,752)
		Collections on notes receivable and other					67,717		56,480
		Proceeds from sale of discontinued operations					2,716,890		-
			NET CASH FROM INVESTING ACTIVITIES				3,0367,619		706,715
CASH FLOWS FROM FINANCING ACTIVITIES:
		Net repayment under credit agreement					(3,892,000)		(1,000,000)
		Cash dividends paid					(100,671)		(100,471)
				NET CASH FLOWS FROM FINANCING   ACTIVITIES			(3,992,671)		(1,100,471)
				DECREASE IN CASH AND CASH   EQUIVALENTS			(152,992)		(676,230)
CASH AND CASH EQUIVALENTS AT BEGINNING   OF PERIOD							1,503,349		1,682,049
CASH AND CASH EQUIVALENTS AT END OF PERIOD						$	1,350,357		1,005,819
RECONCILIATION OF NET INCOME TO NET CASH   FLOWS FROM OPERATING ACTIVITIES:
		Net income				$	2,450,750		1,048,352
		Adjustment:
			Depreciation and amortization				166,589		197,852
			Deferred income taxes				216,441		(36,817)
			Equity in joint venture and minority interest				560		(139,766)
			Net gain on sale of property, equipment and securities				(2,614,411)		(683,766)
			Increase in accounts receivable				(111,887)		(249,661)
			Increase in inventories				(7,246)		(506,925)
			Change in accounts payable, accrued expenses and   other assets				701,264		87,940
				NET CASH FLOW FROM OPERATING   ACTIVITIES			802,060		(282,474)
The accompanying notes to consolidated financial statements are an integral part of these statements. - 3 -

VULCAN INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2004 and 2003

UNAUDITED

The accompanying condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to reflect a fair presentation of financial position, results of operations and cash flows for the interim periods.  All such adjustments are of a normal recurring nature.

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

MARKETABLE SECURITIES

The Company's investments in marketable securities have been classified as available-for-sale securities and reported at their fair value as determined by quoted market prices as follows:

				Gross		Gross
				Unrealized		Unrealized		Fair
		Cost		Gains		Losses		Value
June 30, 2004
Current	$	3,529,410		31,400,013		22,611		34,906,812
Long-term		2,623,283		32,361,213		-		34,984,496
	$	6,152,693		63,761,226		22,611		69,891,308
December 31, 2003
Current	$	3,565,437		34,183,094		14,268		37,734,263
Long-term		2,623,283		33,448,712		-		36,071,995
	$	6,188,720		67,631,806		14,268		73,806,258

INVENTORIES

				June 30,				December 31,
				2004					2003
				(Unaudited)
Inventories consisted of:
	Finished goods		$		81,537				449,619
	Work in process				127,479				26,478
	Raw materials				300,259				174,813
		Total inventories	$		509,275				650,910

- 4 -

VULCAN INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2004 and 2003

UNAUDITED

(Continued)

EARNINGS PER COMMON SHARE

Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period.  Diluted earnings per share is adjusted for the dilutive effects of stock options.  The diluted average number of common shares outstanding has been increased for the assumed exercise of stock options with proceeds used to purchase treasury shares at the average market price for the period.  The computations were as follows for the six and three months ended

June 30:

		For the six months				For the threes months
		ended June 30,				ended June 30,
		2004		2003		2004		2003
Net income from continuing   operations	$	869,812		1,017,128		391,550		452,151
Net income from discontinued   operations net of income tax		1,580,938		31,224		-		(6,897)
Net income	$	2,450,750		1,048,352		391,550		445,254
Weighted average number of   shares outstanding used in the   calculation of basic earnings per   common share		1,006,663		1,004,652		1,006,707		1,004,707
Add - dilutive effect of stock    options		8,246		694		8,380		921
Adjusted weighted average   number of shares outstanding   used in the calculation of   diluted earnings per common   share		1,014,909		1,005,346		1,015,087		1,005,628
Basic earnings per common share:
Continuing operations	$	0.86		1.01		0.38		0.45
Discontinued operations		1.57		0.03		-		(0.01)
	$	2.43		1.04		0.38		0.44
Diluted earnings per common   share:
Continuing operations	$	.86		1.01		0.38		0.45
Discontinued operations		1.57		.03		-		(0.01)
	$	2.43		1.04		0.38		0.44

- 5 -

VULCAN INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2004 and 2003

UNAUDITED

(Continued)

LEGAL MATTERS

The Company has an interest in a partnership, Cincinnati Club Building Associates ("CCBA"), that owns certain real estate.  On August 13, 1999 a Complaint for money damages in excess of $25,000, based upon breach of fiduciary duty was filed by the other partner in the Court of Common Pleas in Hamilton County, Ohio.  Essentially, the plaintiff is seeking an adjustment of the capital account balances which would result in a higher distribution of cash flow to the plaintiff.  The Court of Common Pleas in Hamilton County, Ohio, in 2003, granted summary judgment in the Company’s favor.  On January 6, 2004, the plaintiff appealed this decision.  The Company believes that the suit is without merit and has been defending itself vigorously against the issues raised.

CCBA appealed a real estate tax assessment from 1999 that had increased the annual real estate tax and was granted a revision.  CCBA received a $96,000 refund of the additional tax paid in 1999.  During 2001, the local school board appealed the revision.  In 2003, the Ohio Board of Tax Appeals ruled in favor CCBA.  The school board appealed that ruling to the Ohio Supreme Court.  A settlement agreement and dismissal of the suit was reached in May, 2004.  CCBA had recorded a liability of approximately $135,500 related to this issue based on the revised value asserted by the local school board.  This liability will be recognized as income in 2004.

The Company is involved in other litigation matters and claims which are normal in the course of operations.  Management believes that the resolution of these matters will not have a material effect on the Company's business or financial condition.

- 6 -

VULCAN INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2004 and 2003

UNAUDITED

(Continued)

COMPREHENSIVE INCOME

Total comprehensive income (loss) was as follows:

				For the six months					For the three months
				ended June 30,					ended June 30,
				2004		2003			2004			2003
Net income			$	2,450,750		1,048,352			391,550			445,254
Other comprehensive income   (loss):
	Net unrealized gain (loss) on   marketable securities (net of   tax benefits of $1,265,804   and $655,379 for the six and   three months ended June 30,   2004 and net of taxes of   $2,757,379 and $3,834,742   for the six and three months   ended June 30, 2003)			(2,457,148)		5,352,559			(1,272,206)			7,443,910
	Less: reclassification   adjustment for gains   included in net income (net   of taxes of $53,030 for the   six months ended June 30,   2004 and net of taxes of   $124,335 and $6,402 for the   six and three months ended   June 30, 2003)			(102,941)		(241,357)			-			(12,427)
		Total comprehensive   income (loss)	$	(109,339)		6,159,554			(880,656)			7,876,737

Accumulated other comprehensive income consists of unrealized holding gains, net of tax, on securities available for sale of $42,067,486 at June 30, 2004 and $44,627,575 at December 31, 2003.

DISCONTINUED OPERATIONS

In March, 2004, the Company completed the sale of its 50% interest in a Joint Venture, Vulcan Brunswick Bowling Pin Company (“VBBP”), to Brunswick Bowling and Billiards Company (“Brunswick”) for $2,000,000.  VBBP manufactures bowling pins in Antigo, Wisconsin.  Pursuant to this sale, the Company does not have a right to any net profits from VBBP after December 31, 2002.  In March, 2004 , Brunswick also purchased the Company’s bowling pin business for $716,890.  The prior period’s financial statements have been restated to present the results of operations from bowling pin operations as discontinued operations.  For business segment reporting purposes, the financial results from bowling pin operations were previously reported in the segment “Bowling Pins”.

- 7 -

VULCAN INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2004 and 2003

UNAUDITED

(Continued)

DISCONTINUED OPERATIONS (Continued)

Net sales and income (loss) from discontinued operations are as follows:

		For the six months				For the three months
		ended June 30,				ended June 30,
		2004		2003		2004		2003
Net sales	$	391,546		802,332		-		266,805
Income before income taxes		53,686		35,296		-		(10,125)
Income tax expense (benefit)		15,600		4,072		-		(3,228)
Net income (loss)	$	38,086		31,224		-		(6,897)

STOCK OPTIONS

Options to purchase not more than 50,000 shares of treasury stock at $37.24 per share, that were granted to the President of the Company in 2001 will expire in 2008.  In 2003, the options were changed to decrease the option exercise price to $33.20 per share.  The closing price of the stock at June 30, 2004 was $47.30.  As a result, the Company accrued an additional compensation expense liability of $177,500 related to these stock options in the six month period ended June 30, 2004.  No options were exercised under this grant  in 2003 or 2004.

The Company applies APB No. 25 and related interpretations in accounting for stock options.  Had compensation  expense for the stock option been determined based on the fair value or modification dates in accordance with SFAS.No. 123, the Company’s net income and earnings per share would have been adjusted to the pro forma accounts as follows:

- 8 -

VULCAN INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2004 and 2003

UNAUDITED

(Continued)

STOCK OPTIONS (Continued)

		For the six months				For the three months
		ended June 30,				ended June 30,
		2004		2003		2004		2003
Net income, as reported	$	2,450,750		1,048,352		391,550		445,254
Add:  Stock-option-based employee   compensation expense included   in reported net income, net of   related tax effect		117,150		-		89,100		-
Deduct: Total stock-option-based   employee compensation expense   determined under fair value based   method, net of related tax effect		-		(162,096)		-		-
Pro forma net income	$	2,567,900		886,256		480,650		445,254
Earnings per share:
Basic and diluted – as reported	$	2.43		1.04		0.38		0.45
Basic and diluted – as pro forma	$	2.55		0.88		0.48		0.45

POSTRETIREMENT BENEFITS

The Company maintains a noncontributory defined benefit pension plan for certain eligible salaried and hourly employees.  SFAS No. 132 (Revised), "Employees' Disclosure about Pension and Other Postretirement Benefits", requires the components of net periodic pension cost to be disclosed on an interim basis as follows:

Components of net period pension cost:

		For the six months				For the threes months
		ended June 30,				ended June 30,
		2004		2003		2004		2003
Service cost	$	22,324		20,284		11,162		10,142
Interest cost		249,878		257,248		124,939		128,624
Expected return on plan assets		(434,968)		(391,036)		(217,484)		(195,518)
Amortization of prior service cost		-		10,298		-		5,149
Amortization of net actuarial loss		72,306		122,390		36,153		61,195
Net period pension          cost (benefit)	$	(90,460)		19,184		(45,230)		9,592

- 9 -

VULCAN INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2004 and 2003

UNAUDITED

(Continued)

POSTRETIREMENT BENEFITS (Continued)

The Company previously disclosed in its financial statements for the year ended December 31, 2003 that it expected not to make any contribution to its pension plan over the year ending December 31, 2004.  As of June 30, 2004, no contributions have been made and the Company anticipates that no contributions will be made during the rest of 2004.

BUSINESS SEGMENT INFORMATION

Reportable segments are as follows:

		For the six months ended				For the threes months ended
		June 30,				ended June 30,
		2004		2003		2004		2003
NET SALES FROM  CONTINUING OPERATIONS
Rubber and Foam Products	$	4,473,829		3,730,941		2,068,734		2,158,264
Real Estate Operations		438,492		443,251		200,273		217,929
Intersegment net sales		(5,473)		(22,719)		-		(5,718)
		4,906,848		4,151,473		2,269,007		2,370,475
Timber sales included in real      estate operations, reported in      gain on sale of property and      equipment		(226,517)		(218,486)		(93,026)		(109,997)
TOTAL SALES FROM          CONTINUING          OPERATIONS	$	4,680,331		3,932,987		2,175,981		2,260,478
OPERATING PROFIT (LOSS)  FROM CONTINUING OPERATIONS:
Rubber and Foam Products	$	(55,649)		(259,561)		(51,629)		(29,484)
Real Estate Operations		195,408		191,273		80,931		82,218
TOTAL OPERTING PROFIT        (LOSS) FROM        CONTINUING        OPERATIONS		139,759		(68,288)		29,302		52,734

- 10 -

VULCAN INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2004 and 2003

UNAUDITED

(Continued)

BUSINESS SEGMENT INFORMATION (Continued)

		For the six months ended				For the threes months ended
		June 30,				ended June 30,
		2004		2003		2004		2003
Interest expense - net		(25,268)		(64,781)		31		(26,986)
Other unallocated corporate      income - net		9932,504		1,282,835		344,887		455,005
Income tax benefit (provision)		(177,183)		(132,638)		17,330		(28,602)
NET INCOME FROM          CONTINUING          OPERATIONS		869,812		1,017,128		391,550		452,151
DISCONTINUED OPERATIONS:
Gain on sale of division assets,     net of income taxes		1,542,852		-		-		-
Income (loss) from operations,      net of income taxes		38,086		31,224		-		(6,897)
NET INCOME	$	2,450,750		1,048,352		391,550		445,254

REVIEW BY INDEPENDENT ACCOUNTANTS

The condensed consolidated financial statements at June 30, 2004, and for the three and six month periods  then ended have been reviewed, prior to filing, by  the Registrant's independent accountants, J.D. Cloud & Co. L.L.P., whose  report covering their review of the financial statements is included in this report.

- 11 -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Vulcan International Corporation

Wilmington, Delaware

We have reviewed the accompanying condensed consolidated balance sheet of Vulcan International Corporation and subsidiaries as of June 30, 2004, and the related condensed consolidated statements of income and cash flows for the six month and three month periods ended June 30, 2004 and 2003.  These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Vulcan International Corporation and subsidiaries as of December 31, 2003, and the related consolidated statements of income, shareholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated February 27, 2004, we expressed an unqualified opinion on those consolidated financial statements.  In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2003, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

J.D. CLOUD & CO. L.L.P.

Certified Public Accountants

Cincinnati, Ohio

August 11, 2004

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PART I - FINANCIAL INFORMATION

(Continued)

Item 2.     Management's Discussion and Analysis of Financial Condition and Results of

Operations.

Net sales revenue for the six months ended June 30, 2004, increased $747,344 or 19.0% over the corresponding period in 2003.  Cost of sales increased $522,175 or 13.8% during the six months ended June 30, 2004 compared to the corresponding six month period in 2003.  Net sales revenue for the second quarter of 2004 decreased $84,497 or 3.4% and cost of sales decreased $91,077 or 4.3% compared to the corresponding quarter in 2003.  The change for the six months ended June 30, 2004 is due to increased sales and costs in the Company's Rubber and Foam segment and the continued reduction of loss of that segment.

General and administrative expenses increased $214,686 or 28.3% in the six months ended June 30, 2004, as compared to the corresponding six month period in 2003.  General and administrative expenses for the second quarter of 2004 increased $155,393 or 41.7% compared to the corresponding quarter in 2003.  Compensation expense recorded related to the Company's stock option plan accounted for most of the increase in general and administrative expenses for the quarter and six months ended June 30, 2004.

Interest expense for the six months ended June 30, 2004 decreased $39,513.  Interest expense for the three months ended June 30, 2003 decreased $27,017.  The decreases are due to decreased interest rates and elimination of  short-term debt.

Gains on the sale of property, equipment and securities were $441,359 for the six months ended June 30, 2004, as compared to $683,766 for the corresponding period in 2003. Gain on sale of property, equipment and securities for the second quarter of 2004 were $115,373 as compared to $135,865 for the same period in 2003.  Gains in 2004 and 2003 were primarily the result of the sale of marketable securities and timber.  

Total assets declined from December 31, 2003 and June 30, 2004 primarily due to a general decline in the market value of marketable securities.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash requirements during the second quarter of 2004 were funded in part through earnings as well as from the sale of timber, equipment and marketable securities.  The cash from these transactions was primarily used in operations. The Company expects to continue, when necessary, to use short-term borrowings to meet cash requirements not fully provided by earnings.  There were approximately $29,000 of commitments for capital expenditures as of June 30, 2004.

During the six months ended June 30, 2004, 2000 shares of treasury stock valued at $81,000 were issued to the President as bonus compensation.

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PART I - FINANCIAL INFORMATION

(Continued)

Item 3.     Quantitative and Qualitative Disclosures about Market Risks.

MARKETABLE SECURITIES

The fair value of marketable securities has decreased $5,086,623 from December 31, 2003 to July 31, 2004.  At July 31, 2004 the fair value of marketable securities was $68,719,635 as compared to $69,891,308 at June 30, 2004.

The net unrealized holding gain at July 31, 2004 was approximately $41,294,000 net of deferred taxes of approximately $21,273000.  The Company is subject to the risk that fair value securities could decline further.

Item 4.     Controls and Procedures

a)  Disclosure controls and procedures.  The Chief Executive Officer and the Principal Financial Officer have carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures that are designed to ensure that information relating to the Company required to be disclosed by the Company in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.  Based upon this evaluation, these officers have concluded, that as of June 30, 2004, the Company's disclosure controls and procedures were adequate.

b)  Changes in internal control over financial reporting.  During the period covered by this report, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.  Legal Proceedings – Not applicable

Item 2. Changes in Securities and Use of Proceeds -

On May 13, 2004, the shareholders approved and ratified a Board Resolution authorizing the purchase of up to 100,000 shares of the Company's outstanding common stock at such times as the President may determine are in the best interest of the Company.  No shares have been purchased under this plan as of August 11, 2004.

Item 3. Defaults Upon Senior Securities - Not Applicable

Item 4. Submission of Matters to a Vote of Security Holders -   

The Annual Meeting of the shareholders of Vulcan International Corporation was

held on May 13, 2004.  The following matters were voted upon:

a.

The following members of the Board of Directors of Vulcan International Corporation were elected as directors by the votes indicated:

Director		For		Against
Leonard Aconsky		957,400		120
Benjamin Gettler		830,374		127,146
Thomas D. Gettler		830,519		127,001
Edward B. Kerin		954,288		3,232
Warren C. Falberg		954,400		3,120

b.

Approval and ratification of all purchases of Company stock by the Company since May 8, 2003, and approval and ratification of the action of the Board of Directors at its May 13, 2004 meeting authorizing the purchase of up to 100,000 shares of the Company at such times as the President may determine are in the best interest of the Company:

		For		Against
		957,400		120

Item 5. Other Information - Not Applicable

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PART II - OTHER INFORMATION

(Continued)

Item 6. Exhibits and Reports on Form 8-K.

a . Exhibits

Exhibit 11 - Statement regarding computation of per share earnings is included in Part 1,

  Item 1 of this Form 10Q, page 4.

Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) Certification of Benjamin Gettler.

Exhibit 31.2 - Rule 13a-14(a)/15d-14(a) Certification of Vernon E. Bachman.

Exhibit 32 - Section 1350 Certifications

b.  The Company was not required to file Form 8-K for the quarter ended June 30, 2004.

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PART II - OTHER INFORMATION

(Continued)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

VULCAN INTERNATIONAL CORPORATION

Date:  August 16, 2004

By:  /s/ Benjamin Gettler

Benjamin Gettler

Chairman of the Board, President

and Chief Executive Officer

Date:  August 16, 2004

By:  /s/ Vernon E. Bachman

Vernon E. Bachman

Vice President, Secretary-Treasurer

and Principal Accounting Officer

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