8-K

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): October 27, 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) (205) 298-3000 Registrant's telephone number, including area code:
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:
[]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[]	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))
[]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02		Results of Operations and Financial Condition. The Registrant's earnings release dated October 27, 2005, regarding its third quarter 2005 financial results is attached hereto as Exhibit 99.1.
Item 9.01		Financial Statements and Exhibits.
		(c)	Exhibits:
			Exhibit No.     99.1		Description Earnings Release dated October 27, 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:   October 27, 2005

EX-99

Exhibit 99.1

October 27, 2005
FOR IMMEDIATE RELEASE
Investor Contact: Mark Warren (205) 298-3220
Media Contact: David Donaldson (205) 298-3220

VULCAN MATERIALS REPORTS RECORD THIRD QUARTER RESULTS
EARNINGS FROM CONTINUING OPERATIONS UP 39 PERCENT

Birmingham, Alabama - October 27, 2005 - Vulcan Materials Company (NYSE:VMC) today announced record net sales of $749 million and record net earnings of $122 million, or $1.17 per diluted share in the third quarter. These amounts represent a 15 percent increase in net sales and a 23 percent increase in net earnings from the prior year's levels. Earnings from continuing operations increased 39 percent to $128 million, or $1.23 per diluted share. Discontinued operations - comprised of the Company's former Chemicals business - reported a loss of $6 million, or $0.06 per diluted share in the quarter.

Commenting on the third quarter results and fourth quarter outlook, Chairman and Chief Executive Officer Don James said, "Our Construction Materials business achieved the highest quarterly sales and earnings in its history. We are pleased with the underlying strength in our markets and the solid pricing gains realized for our products. Volume gains were realized despite the disruptive effects of five hurricanes in the quarter. Going forward, construction activity should continue to be robust."

During the third quarter, the Company repurchased 795,800 shares of its common stock at a total cost of approximately $54 million, representing an average cost of $68.01 per share. Year to date, the Company has repurchased 2,008,438 shares at a total cost of approximately $123 million, representing an average cost of $61.30 per share. The number of shares remaining under the Company's repurchase authorization is approximately 6.5 million shares.

Continuing Operations

Third quarter earnings from continuing operations before income taxes were $173 million, an increase of 24 percent from the prior year's level. Net sales were a record $749 million, an increase of $100 million, or 15 percent, from the record level reported last year.

The strong increase in sales resulted from sharply higher prices for all key products and a 3 percent increase in aggregates shipments. Prices for aggregates in the quarter increased 9 percent as compared to the same period in the prior year. Sales volume growth was limited somewhat by wet weather and the related disruptions in construction activity from the hurricanes. Higher prices for aggregates more than offset sharp increases in the cost of diesel fuel and higher spending for repairs, maintenance, parts and supplies necessary to improve recently acquired plants and to operate at record production levels. Diesel fuel price per gallon increased over 50 percent from the prior year, reducing pretax earnings by approximately $11 million.

Sales for both asphalt and ready-mixed concrete were up sharply in the third quarter from the prior year due mostly to significantly higher prices. Price increases for both products offset higher costs for raw materials, including liquid asphalt and cement. Sales volumes for both products increased versus the prior year, driven by strong demand in California and Arizona and the addition of an asphalt business acquired in Arizona during the first quarter of this year.

Selling, administrative and general expenses increased $10 million from the prior year's quarter due mostly to the effect of the Company's performance share incentive plan. Compensation expense under the plan is influenced by the degree to which business targets are achieved and is affected by stock price, which increased sharply in the third quarter.

Other income increased $9 million from the prior year's third quarter due to an increase in the carrying value of a contingent ECU earn-out agreement included as part of the consideration paid by the buyer of the Company's Chemicals business. This earn-out is accounted for as a derivative instrument with future adjustments to the carrying value, if any, recorded as other income or charges in continuing operations.

Interest income increased $5 million from the prior year's third quarter due to interest recorded from the settlement of federal tax refunds, higher returns and higher average balances on short and medium-term investments.

The effective tax rate on earnings from continuing operations was 25.8 percent in the third quarter as compared to 34.2 percent in the prior year's third quarter. The current year's effective tax rate decreased due principally to a reduction in estimated income tax liabilities for prior years and a favorable settlement of federal refund claims. In the third quarter of 2004, an increase in the contingency for uncertain tax positions raised the quarterly effective tax rate.

All results are unaudited.

Discontinued Operations

On June 7, 2005, the Company closed the sale of its Chemicals business. The reported loss of $6 million in the quarter was due primarily to related exit and disposal costs. In the prior year, earnings were approximately $7 million.

Outlook

According to Mr. James, "Overall demand remains strong and aggregates pricing gains achieved thus far in 2005 provide momentum as we move into 2006. Our challenge is to continue to achieve productivity improvements in order to meet increased demand and offset higher costs for energy and materials. Energy-related costs have become particularly acute since Hurricane Katrina in late August. For the fourth quarter, we expect diesel fuel costs to increase approximately $13 million from last year's fourth quarter.

"Aggregates pricing and volumes are each up approximately 7 percent year to date. We expect increases in both price and volume in the fourth quarter as compared to last year. Our outlook for demand in the fourth quarter is based on residential construction remaining at high levels and a continuation of the modest recovery underway in private nonresidential construction. The new multi-year highway bill passed by Congress and signed into law by the President enables states to move forward with significant new projects and sets the stage for steady growth in highway spending for the coming years.

"In the fourth quarter we expect earnings of $0.64 to $0.84 per diluted share from continuing operations, assuming normal weather patterns. Our fourth quarter guidance does not reflect any future market value adjustment to the ECU earn-out. For the full year, we expect to earn $3.05 to $3.25 per diluted share from continuing operations, an increase of 21 to 29 percent from last year. We are in the midst of our business planning for 2006 and, preliminarily, believe that the expected level of construction activity should lead to continued growth in earnings."

In keeping with past practice, the Company will give quarterly and annual earnings guidance, and will issue press releases to revise earnings guidance if the Company is reasonably certain that its earnings per share, on either a quarterly basis or an annual basis, will be outside its last published guidance.

Conference Call

Vulcan will host a broadcast of the quarterly earnings conference call scheduled for 10:00 a.m. CDT on Friday, October 28, 2005. Investors and other interested parties may access the teleconference live by calling (800) 706-7748 or via the Internet through Vulcan's home page at vulcanmaterials.com. For international calls dial (617) 614-3473. The participant access code is 95260066.

Vulcan Materials Company, a member of the S&P 500 index, is the nation's foremost producer of construction aggregates and a major producer of other construction materials.

Certain matters discussed in this release, including expectations regarding future performance, contain forward-looking statements that are subject to risks, assumptions and uncertainties that could cause actual results to differ materially from those projected. These risks, assumptions and uncertainties include, but are not limited to, those associated with general business conditions; the timing and amount of federal, state and local funding for infrastructure; the highly competitive nature of the construction materials industry; pricing; weather and other natural phenomena; energy costs; costs of hydrocarbon-based raw materials; increasing healthcare costs; the timing and amount, if any, of the payments to be received by the Company under two earn-outs contained in the agreement for the divestiture of the Company's Chemicals business unit; and other risks, assumptions and uncertainties detailed from time to time in the Company's SEC reports, including the report on Form 10-K for the year. F orward-looking statements speak only as of the date hereof, and Vulcan assumes no obligation to update such statements.

TABLE A
Vulcan Materials Company and Subsidiary Companies
	(Amounts in thousands, except per share data)
Consolidated Statements of Earnings (Condensed and unaudited)	Three Months Ended     September 30		Nine Months Ended     September 30
	2005	2004	2005	2004
Net sales Delivery revenues Total revenues Cost of goods sold Delivery costs Cost of revenues Gross profit Selling, administrative and general expenses Other operating expense (income), net Other income, net Earnings from continuing operations before    interest and income taxes Interest income Interest expense Earnings from continuing operations before income taxes Provision for income taxes Earnings from continuing operations Earnings (loss) on discontinued operations, net of tax Net earnings Basic earnings (loss) per share:    Earnings from continuing operations    Discontinued operations    Net earnings per share Diluted earnings (loss) per share:    Earnings from continuing operations    Discontinued operations    Net earnings per share Weighted-average common shares outstanding:    Basic    Assuming dilution Cash dividends per share of common stock Depreciation, depletion, accretion and amortization from continuing operations Effective tax rate	$749,367 80,649 830,016 522,111 80,649 602,760 227,256 62,387 (37) 10,673 175,579 6,484 9,150 172,913 44,592 128,321 (6,105) $122,216 $1.25 (0.06) $1.19 $1.23 (0.06) $1.17 102,320 104,397 $0.290 $55,759 25.8%	$649,309 74,066 723,375 452,096 74,066 526,162 197,213 52,378 (1,190) 1,670 147,695 1,106 8,982 139,819 47,828 91,991 6,971 $98,962 $0.90 0.07 $0.97 $0.89 0.07 $0.96 102,502 103,659 $0.260 $52,361 34.2%	$1,934,116 206,590 2,140,706 1,404,252 206,590 1,610,842 529,864 169,511 4,173 12,907 369,087 12,118 28,023 353,182 101,475 251,707 46,407 $298,114 $2.46 0.45 $2.91 $2.41 0.45 $2.86 102,503 104,376 $0.870 $162,944 28.7%	$1,665,906 179,775 1,845,681 1,221,415 179,775 1,401,190 444,491 146,977 (6,203) 6,017 309,734 3,654 31,116 282,272 86,016 196,256 5,497 $201,753 $1.92 0.05 $1.97 $1.90 0.05 $1.95 102,361 103,513 $0.780 $156,266 30.5%

TABLE B
Vulcan Materials Company and Subsidiary Companies	(Amounts in thousands)
Consolidated Balance Sheets (Condensed and unaudited)	September 30 2005	December 31 2004	September 30 2004
Assets Cash and cash equivalents Medium-term investments Accounts and notes receivable:    Accounts and notes receivable, gross    Less: Allowance for doubtful accounts       Accounts and notes receivable, net Inventories:    Finished products    Raw materials    Products in process    Operating supplies and other       Inventories Deferred income taxes Prepaid expenses Assets held for sale       Total current assets Investments and long-term receivables Property, plant and equipment:    Property, plant and equipment, cost    Less: Reserve for depreciation, depletion and amortization       Property, plant and equipment, net Goodwill Other assets       Total Liabilities and Shareholders' Equity Current maturities of LTD Notes payable Trade payables and accruals Other current liabilities Liabilities of assets held for sale       Total current liabilities Long-term debt Deferred income taxes Other noncurrent liabilities Minority interest Shareholders' equity       Total	$253,594 192,720 540,709 (4,166) 536,543 158,853 8,727 1,525 16,774 185,879 42,446 20,643           - 1,231,825 6,919 3,429,186 (1,838,360) 1,590,826 646,833 178,318 $3,654,721 $242,120 - - 146,788 158,318            - 547,226 355,308 300,432 287,870 - - 2,163,885 $3,654,721	$271,450 179,210 286,809 (5,196) 281,613 158,350 6,512 937 11,385 177,184 34,433 15,846 458,223 1,417,959 7,226 3,264,193 (1,727,700) 1,536,493 600,181 103,274 $3,665,133 $3,226 - - 95,312 139,716 188,435 426,689 604,522 348,613 271,334 - - 2,013,975 $3,665,133	$159,578 187,105 466,378 (9,457) 456,921 162,357 7,579 781 35,550 206,267 35,100 24,771            - 1,069,742 20,371 4,227,205 (2,356,348) 1,870,857 579,817 95,267 $3,636,054 $1,302 48,000 157,606 169,485             - 376,393 607,158 341,949 268,341 95,277 1,946,936 $3,636,054

	TABLE C
Vulcan Materials Company and Subsidiary Companies Consolidated Statements of Cash Flows (Condensed and unaudited)	(Amounts in thousands)        Nine Months Ended         September 30
	2005	2004
Operating Activities Net earnings Adjustments to reconcile net earnings to net cash provided by operating activities:    Depreciation, depletion, accretion and amortization    Net gain on disposal of property, plant, and equipment    Contributions to pension plans    Increase in assets before effects of business acquisitions and dispositions    Increase in liabilities before effects of business acquisitions and dispositions    Other, net       Net cash provided by operating activities Investing Activities Purchases of property, plant and equipment Proceeds from sale of property, plant and equipment Proceeds from sale of Chemicals business, net of cash transaction fees Payment for partner's interest in consolidated joint venture Payment for businesses acquired, net of acquired cash Purchases of medium-term investments Proceeds from sales and maturities of medium-term investments Change in investments and long-term receivables Net cash used for investing activities Financing Activities Net borrowings - commercial paper and bank lines of credit Payment of short-term debt and current maturities Payment of long-term debt Purchases of common stock Dividends paid Proceeds from exercise of stock options Other, net Net cash used for financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	$298,114 163,392 (4,219) (28,847) (199,154) 35,655 9,197 274,138 (151,210) 5,069 209,327 (62,701) (93,314) (283,765) 270,255 620 (105,719) - - (1,291) (8,253) (123,125) (89,046) 35,394 46 (186,275) (17,856) 271,450 $ 253,594	$201,753 191,047 (11,150) (712) (100,420) 77,856 5,257 363,631 (142,017) 26,665 - - - - (29,433) (293,598) 380,387 661 (57,335) 19,000 (249,542) (195) - - (79,684) 14,551 1,383 (294,487) 11,809 147,769 $159,578

TABLE D
Notes to Condensed Consolidated Financial Statements 1.  Supplemental Cash Flow Information Supplemental information referable to the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30 is summarized below (amounts in thousands):
Supplemental Disclosure of Cash Flow InformationCash paid during the period for:   Interest, net of amount capitalized   Income taxes Supplemental Schedule of Noncash Investing and Financing Activities Liabilities assumed in business acquisitions Noncash proceeds from the sale of the Chemicals business:   Earn-outs   Working capital adjustments	2005 $26,170173,0534,709128,16714,213	2004 $33,045 58,635- - - - -