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): December 12, 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 5.02        Departure of Director or Principal Officers; Election of
                 Directors; Appointment of Principal Officers.

                 On December 12, 2006, Vulcan Materials Company announced
                 certain changes within the senior management structure of the
                 Company's Construction Materials Group. The changes are
                 effective February 1, 2007.

                 James W. Smack (63), Senior Vice President, Construction
                 Materials Group, will retire effective February 1, 2007. G. M.
                 (Mac) Badgett, III (57) will succeed Mr. Smack, and will retain
                 the title Senior Vice President, Construction Materials Group,
                 a position he has held since February, 1999. Mr. Badgett's
                 increased responsibilities will include the Group's key support
                 functions, which include marketing, procurement, safety,
                 health, environmental, technical, geological, and operations
                 and engineering services. He will also serve as senior advisor
                 to all of the Company's Construction Materials divisions, and
                 will promote the sharing of best practices among the divisions.

                 The sons of Mr. Badgett and Mr. Smack are employed by Vulcan as
                 a Senior Sales Representative, Midsouth Division, and a
                 District Sales Manager, Mideast Division, respectively. The
                 sons are not executive officers of Vulcan and their
                 compensation and benefits were established in accordance with
                 the compensation policies and practices applicable to Vulcan
                 employees in comparable positions.

                 Ronald G. McAbee (59), currently President of the Company's
                 Western Division, has been named Senior Vice President, West.
                 Mr. McAbee joined Vulcan in 1974 and served as President of
                 Vulcan's Mideast Division before assuming his current position
                 in 2004. Danny R. Shepherd has been named Senior Vice
                 President, East. Mr. Shepherd rejoined Vulcan in 2002 as
                 President of the Company's Southeast Division. Prior to that
                 time he was President of Global Stone Corporation, having
                 previously served at Vulcan in positions of increasing
                 responsibility from 1973 to 1993.

                 Mr. McAbee will oversee the management of Vulcan's Western,
                 Midsouth and Midwest Divisions. Mr. Shepherd will oversee
                 management of the Vulcan's Mideast, Southeast, Southern-Gulf
                 Coast and Southwest Divisions.


Item 9.01        Financial Statements and Exhibits.

                 (c)       Exhibits:

                           Exhibit No.    Description
                           -----------    -----------
                               99.1       Press release dated December 12, 2006
                                          announcing the appointment of
                                          various executive officers.




                                   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:   December 12, 2006

EX-99.1

                                                                    Exhibit 99.1

        Vulcan Materials Company Announces Senior Executive Appointments

    BIRMINGHAM, Ala.--(BUSINESS WIRE)--Dec. 12, 2006--Vulcan Materials
Company (NYSE: VMC) today announced important changes within the
senior management structure of the Company's Construction Materials
Group. The changes will be effective February 1, 2007.

    G. M. (Mac) Badgett, III (57) will continue his service to the
Company as Senior Vice President, Construction Materials Group, with
responsibilities for the Group's key support functions, which include
marketing, procurement, safety, health, environmental, technical,
geological, and operations and engineering services. He will also
serve as senior advisor to all of the Company's Construction Materials
divisions, and will promote the sharing of best practices among the
divisions. Mr. Badgett will succeed James W. Smack (63), who has
elected to retire. Prior to his most recent service as Senior Vice
President, Construction Materials Group, Mr. Smack served as President
of the Company's Western Division. Jim Smack joined Vulcan in 1982.

    Ronald G. McAbee (59), currently President of the Company's
Western Division, has been named Senior Vice President, West. Mr.
McAbee joined Vulcan in 1974 and served as President of Vulcan's
Mideast Division before assuming his current position in 2004. Danny
R. Shepherd has been named Senior Vice President, East. Mr. Shepherd
rejoined Vulcan in 2002 as President of the Company's Southeast
Division. Prior to that time he was President of Global Stone
Corporation, having previously served at Vulcan in positions of
increasing responsibility from 1973 to 1993.

    Mr. McAbee will oversee the management of Vulcan's Western,
Midsouth and Midwest Divisions. Mr. Shepherd will oversee management
of the Company's Mideast, Southeast, Southern-Gulf Coast and Southwest
Divisions.

    Alan D. Wessel (48) has been named President of Vulcan's Western
Division. Mr. Wessel joined Vulcan in 1992 and most recently served as
Vice President and General Manager for the Southern California region
of the Company's Western Division. Michael R. Mills (46) has been
named President of the Company's Southeast Division. Mr. Mills joined
Vulcan in 1991 and most recently served as Vice President and General
Manager, West, for Vulcan's Midsouth Division.

    According to Vulcan's Chairman and Chief Executive Officer Donald
M. James, "These appointments position the Company to have effective
line management of our business in the years ahead and also create new
opportunities for a number of our managers. Both Ron McAbee and Danny
Shepherd have established track records as leaders of successful
businesses over many years at Vulcan. As new division presidents, Alan
Wessel and Michael Mills have great potential for continuing success
as they take on additional responsibilities in our organization."

    Commenting on the service of Jim Smack and Mac Badgett, Mr. James
stated, "It is with regret that we announce the retirement of Jim
Smack. Jim has made immeasurable contributions to Vulcan's culture and
profitability during his 25 years of service. We will miss him and
wish him the best in retirement.

    "We are very fortunate to have an individual of Mac Badgett's
talent and experience taking on the responsibilities previously held
by Jim. Over his 36 years of service to Vulcan, Mac has distinguished
himself as a person of great knowledge, expertise and wisdom. I am
pleased that he will be serving in his new role, where his
considerable talents will continue to make a great impact on the
continuing success of the Company."

    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. For additional information
about Vulcan Materials Company, see www.vulcanmaterials.com.

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