Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  SHEPHERD DANNY R
2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2007
3. Issuer Name and Ticker or Trading Symbol
Vulcan Materials CO [VMC]
(Last)
(First)
(Middle)
1200 URBAN CENTER DRIVE
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 Original Filed(Month/Day/Year)
(Street)

BIRMINGHAM, AL 35242
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 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
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  

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

/s/ Jerry F. Perkins, Attorney-in-Fact 11/16/2007
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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

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