SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SHEPHERD DANNY R

(Last)

(First)

(Middle)

1200 URBAN CENTER DRIVE

(Street)

BIRMINGHAM

35242

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2007

3. Issuer Name and Ticker or Trading Symbol
Vulcan Materials CO [ VMC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, CMG-East

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	19,654.429	D
Common Stock	217	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock (Deferred Compensation)	⁽¹⁾	⁽¹⁾	Common Stock	5,713.23	⁽²⁾	D
Performance Share Units	12/31/2009⁽³⁾	⁽³⁾	Common Stock	2,620	⁽³⁾	D
Performance Share Units	12/31/2007⁽³⁾	⁽³⁾	Common Stock	1,800	⁽³⁾	D
Stock Appreciation Right	02/08/2008	02/08/2017	Common Stock	19,560	$109.2	D
Stock Options (Right to Buy)	05/01/2003⁽⁴⁾	05/01/2012	Common Stock	3,000	$46.275	D
Stock Options (Right to Buy)	01/01/2004⁽⁵⁾	02/13/2013	Common Stock	2,200	$31.465	D
Stock Options (Right to Buy)	01/01/2005⁽⁵⁾	02/12/2014	Common Stock	10,000	$46.76	D
Stock Options (Right to Buy)	12/31/2005⁽⁵⁾	02/10/2015	Common Stock	11,000	$57.095	D
Stock Options (Right to Buy)	12/08/2005⁽⁶⁾	12/08/2015	Common Stock	22,000	$68.63	D

Explanation of Responses:

1. The units are to be settled in Vulcan common stock commencing at the retirement of the reporting person.

2. Convertible on a one-for-one basis.

3. 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.

4. The option vests over five years in 20% increments each year on the anniversary of the grant date.

5. The option vests over five years in 20% increments each year on December 31 following the grant date.

6. The option is fully vested as of the grant date, however, the sale of underlying shares is restricted until January 1, 2009.

Remarks:

Common stock and derivative securities of Legacy Vulcan Corp. (formerly named Vulcan Materials Company) were converted, respectively, into common stock and derivative securities of the Issuer pursuant to the merger of a wholly-owned subsidiary of the Issuer with and into Legacy Vulcan Corp., pursuant to which Legacy Vulcan Corp. became a wholly-owned subsidiary of the Issuer. The reporting person's holdings remain unchanged except for the change in the issuer of the securities. Exhibit List Exhibit 24 - Power of Attorney

	/s/ Jerry F. Perkins, Attorney-in-Fact	11/16/2007
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.