FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 * SHEPHERD DANNY R   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) SVP, CMG-East (Last) (First) (Middle) 1200 URBAN CENTER DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 09/02/2008 (Street) BIRMINGHAM, AL 35242 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               9,481 D   Common Stock               217 I By Spouse Common Stock (401k)               5,938 (1) D   Common Stock (Restricted Stock Units)               7,811 (1) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock (Deferred Compensation)

(2)

09/02/2008

A

100

(3)

(3)

Common Stock

100

$ 75.36

7,146

D

Performance Share Units

$ 0 (4)

12/31/2009(4)

(4)

Common Stock

2,620

2,620

D

Performance Share Units

$ 0 (4)

12/31/2010(4)

(4)

Common Stock

3,700

3,700

D

Stock Appreciation Right

$ 109.2

02/08/2008

02/08/2017

Common Stock

19,560

19,560

D

Stock Appreciation Right

$ 70.69

02/07/2009

02/07/2018

Common Stock

14,450

14,450

D

Stock Options (Right to Buy)

$ 46.28

05/01/2003(5)

05/01/2012

Common Stock

3,000

3,000

D

Stock Options (Right to Buy)

$ 31.47

01/01/2004(6)

02/13/2013

Common Stock

2,200

2,200

D

Stock Options (Right to Buy)

$ 46.76

01/01/2005(6)

02/12/2014

Common Stock

10,000

10,000

D

Stock Options (Right to Buy)

$ 57.1

12/31/2005(6)

02/10/2015

Common Stock

11,000

11,000

D

Stock Options (Right to Buy)

$ 68.63

12/08/2005(7)

12/08/2015

Common Stock

22,000

22,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SHEPHERD DANNY R 1200 URBAN CENTER DRIVE BIRMINGHAM, AL 35242			SVP, CMG-East

Signatures

By: Amy M. Tucker, Attorney-in-Fact		09/04/2008
**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)	Shares now being reported separately from Common Stock. Shares of various types were previously grouped together under the security titled Common Stock.
(2)	Convertible on a 1-for-1 basis.
(3)	The units are to be settled in Vulcan common stock commencing at the retirement of the reporting person.
(4)	Performance Share Units vest at December 31 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.
(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 December 31 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.

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