SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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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): June 9, 2005

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)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

On June 9, 2005, the Company entered into a Change in Control Employment Agreement with Daniel F. Sansone, Senior Vice President, Chief Financial Officer and Treasurer. The Agreement provides for certain payments to Mr. Sansone upon a change in control of the Company.

Item 9.01

Financial Statements and Exhibits.

(c)

Exhibits:

Exhibit No.
       10

Description
Employment Agreement between Vulcan Materials Company and Daniel F. Sansone dated June 9, 2005.

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:   June 9, 2005