Ownership Submission
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.