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): August 3, 2006

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


         New Jersey                      I-4033                 63-0366371
(State or other jurisdiction    (Commission File Number)       (IRS Employer
     of incorporation)                                       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 7.01       Regulation FD Disclosure

                On August 3, 2006, the Company issued a press release regarding
                litigation in a state court in San Francisco, California. The
                press release is attached as an exhibit.

Item 9.01       Financial Statements and Exhibits.
                (c)     Exhibits:
                        Exhibit No.         Description
                        -----------         -----------
                           99.1             Press Release dated August 3, 2006.


                                   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
                                                   -------------------------
Dated:   August 3, 2006                            William F. Denson, III

EX-99.1

                                                                    Exhibit 99.1

    Judge Reduces Punitive Award against Vulcan in Modesto, California Case

    BIRMINGHAM, Ala.--(BUSINESS WIRE)--Aug. 3, 2006--Vulcan Materials
Company (NYSE:VMC) reported today that the punitive damages verdict
reported in the Company's June 14, 2006 press release has been reduced
by the trial judge from $100 million to $7.25 million.
    The trial related to a product manufactured by the Company's
former chemicals business, which was divested in June 2005. The
Company continues to believe that the verdicts in the case are
contrary to the evidence presented at trial and intends to appeal the
case at the appropriate time.
    Vulcan Materials Company, a member of the S&P 500 index, is the
nation's largest producer of construction aggregates and a major
producer of asphalt and concrete.

    CONTACT: Vulcan Materials Company
             Investors:
             Mark Warren, 205-298-3220
             or
             Media:
             David Donaldson, 205-298-3220