SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
JAMES DONALD M
(Last) (First) (Middle)
1200 URBAN CENTER DRIVE
(Street)
BIRMINGHAM AL 35242
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VULCAN MATERIALS CO [ VMC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman & CEO
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006
4. If Amendment, Date of 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
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 240,938 D
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share Units $0.00(1) 01/01/2007(1) (1) Common Stock 30,000 30,000 D
Performance Share Units $0.00(2) 12/31/2007(2) (2) Common Stock 36,000 36,000 D
Phantom Stock (Deferred Compensation) $0.00(3) (4) (4) Common Stock 14,523 14,523 D
Stock Options (Right to Buy) $32.95 02/12/1999(5) 02/12/2008 Common Stock 135,000 135,000 D
Stock Options (Right to Buy) $45.17 02/11/2000(5) 02/11/2009 Common Stock 195,000 195,000 D
Stock Options (Right to Buy) $42.34 02/10/2001(5) 02/10/2010 Common Stock 220,000 220,000 D
Stock Options (Right to Buy) $44.9 02/09/2002(5) 02/09/2011 Common Stock 200,000 200,000 D
Stock Options (Right to Buy) $45.95 02/07/2003(5) 02/07/2012 Common Stock 200,000 200,000 D
Stock Options (Right to Buy) $31.47 01/01/2004(6) 02/13/2013 Common Stock 145,000 145,000 D
Stock Options (Right to Buy) $46.76 01/01/2005(6) 02/12/2014 Common Stock 130,000 130,000 D
Stock Options (Right to Buy) $57.1 12/31/2005(6) 02/10/2015 Common Stock 146,000 146,000 D
Stock Options (Right to Buy) $68.63 12/08/2005(7) 12/08/2015 Common Stock 118,000 118,000(8) D
Stock Options (Right to Buy) $69.31 01/24/2006(9) 01/24/2016 Common Stock 169,800 169,800 D
Explanation of Responses:
1. Performance Share Units vest at January 1 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 50% in stock and 50% in cash on a payment date determined by the Compensation Committee. The fair market value of the award is not determinable until the payment date.
2. 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.
3. Convertible on a 1-for-1 basis.
4. The units are to be settled in Vulcan common stock commencing at the retirement of the reporting person.
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.
8. As reported by Form 4 dated 1/26/2006, a portion of this stock option award in the amount of 169,800 shares was rescinded on 1/24/2006 in order to comply with the terms of the Company's 1996 Long-Term Incentive Plan.
9. The option is fully vested as of the grant date, however, the sale of underlying shares is restricted until January 24, 2009.
Remarks:
By: Amy M. Tucker, Attorney-in-Fact 02/13/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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