SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

____________________________________

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2004

VULCAN MATERIALS COMPANY
(Exact name of registrant as specified in its charter)

New Jersey
(State or other jurisdiction
of incorporation)

I-4033
(Commission File Number)

63-0366371
(IRS Employer
Identification No.)

1200 Urban Center Drive
Birmingham, Alabama 35242
(Address of principal executive offices) (zip code)

(205) 298-3000
Registrant's telephone number, including area code:

Item 7.

Financial Statements, Pro Forma Financial Statements And Exhibits.

(c)

Exhibits:

Exhibit No.
    99.1

Description
Earnings Release dated July 28, 2004.

Item 12.

Results of Operations and Financial Condition.
The Registrant's earnings release dated July 28, 2004, regarding its second quarter 2004 financial results is attached hereto as Exhibit 99.1.

SIGNATURES

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

VULCAN MATERIALS COMPANY
(Registrant)


By:    /s/William F. Denson, III
William F. Denson, III

Dated:   July 28, 2004