SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 5, 2008

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

New Jersey	001-33841	20-8579133	
(State or other jurisdiction
of incorporation)	(Commission File Number)	(IRS Employer
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 obligation 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 2.02	Results of Operations and Financial Condition.	
 	
	The Registrant's earnings release dated May 5, 2008, regarding its first quarter financial results is attached hereto as Exhibit 99.1.	
 	
Item 9.01	Financial Statements and Exhibits.	

 	(c)	Exhibits:	
		Exhibit No.	Description 	
		99.1	Earnings Release dated May 5, 2008.	

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:	May 5, 2008		William F. Denson, III	

Exhibit 99.1
Vulcan Announces First Quarter Results

BIRMINGHAM, Ala.--(BUSINESS WIRE)--Vulcan Materials Company (NYSE:VMC) today announced first quarter net sales were $772 million compared to $630 million in the first quarter of 2007. Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) were $160 million in the first quarter as compared to $199 million in the prior year. Operating earnings were $67 million in the first quarter of 2008 compared to $137 million in the prior year. The prior year’s results included EBITDA and operating earnings of $43 million from a gain on sale of real estate in California. Net earnings per diluted share were $0.13 in the first quarter of 2008 as compared to $0.91 per diluted share for the first quarter of 2007. The 2007 result included $0.26 per share referable to the California real estate sale.
Don James, Vulcan’s Chairman and Chief Executive Officer, stated, “Volumes in the quarter were adversely affected by the continuing sharp downturn in residential construction and less favorable weather in certain of our markets. Continued growth in construction activity related to major industrial projects in Texas and along the Gulf Coast mitigated some of this weakness. Pricing for our products remained resilient and helped offset higher energy-related costs and higher noncash charges for depreciation, depletion and amortization, as well as increased interest expense. Approximately one-fourth of the annual expenses for depreciation and interest related to the Florida Rock acquisition was absorbed in the first quarter, which is always the seasonally weakest quarter of the year.
“Integration of the former Florida Rock operations is essentially complete. Identified major one-time synergies have been realized and, by the end of the year, we will be on track to achieve the ongoing annual synergies we anticipated with the acquisition of Florida Rock. We have completed the divestitures required by the Department of Justice. As previously announced, we received both cash and strategic assets in three separate transactions. The cash portion totaled $214 million subject to certain post-closing adjustments. We also received two quarries in Virginia, one quarry in California, a quarry site in Texas, and fee simple ownership of a quarry-leasehold in North Carolina. In the second quarter, we will report an after-tax gain of approximately $0.41 per diluted share referable to the divested assets that were formerly owned by Vulcan prior to the acquisition of Florida Rock. After the divestitures, we control nearly 13 billion tons or an average of 44 years of reserves in highly attractive markets where reserves are limited and where demand for aggregates is expected to grow at above-average rates for many years to come.”

The following table summarizes the major changes in EBITDA and Earnings Per Share from last year’s first quarter:

	EBITDA	EPS	
	(millions)	(diluted)	
First Quarter 2007 Actual		$	199		$	0.91		
Less: Gain on sale of California real estate in 2007	 	43	 	 	0.26	 	
First Quarter 2007 Actual, excluding real estate gain	$	156		$	0.65		
Increase / (Decrease) due to:			
Aggregates: Volumes		(22	)		(0.15	)	
Selling prices		31			0.22		
Costs		(11	)		(0.07	)	
Asphalt and Concrete		12			0.08		
Cement		11			0.08		
Selling, administrative and general expenses and other		(17	)		(0.11	)	
Depreciation, depletion, accretion & amortization			(0.24	)	
Interest expense, net			(0.26	)	
Additional shares outstanding			(0.07	)	
		 	
First Quarter 2008 Actual	$	160	 	$	0.13	 	
Operating Results
Aggregates sales approximated last year’s level as the effect of lower volumes from legacy operations offset improved pricing and the inclusion of sales from former Florida Rock operations. Improvements in aggregates pricing and earnings from the former Florida Rock operations partially offset the earnings effect from the decline in legacy shipments and sharply higher costs for diesel fuel. Total aggregates shipments declined 4 percent compared to the first quarter of 2007. The average sales price for aggregates increased approximately 9 percent. Cost reduction efforts softened the impact of sharp cost increases for energy and the effects of significant declines in production levels. Excluding the effects of higher energy costs and lower production volumes, unit costs of sales for aggregates were flat year-over-year.
Shipments of asphalt mix declined approximately 7 percent while concrete shipments increased due to the addition of Florida Rock operations. Asphalt earnings decreased due principally to increased costs for liquid asphalt and internally-supplied aggregates, as well as the effects of lower sales volumes. Concrete earnings increased as the impact of the addition of Florida Rock operations more than offset the effects of higher costs for cement and internally-supplied aggregates.
Cement earnings reflect the inclusion of the results of Florida Rock’s cement operations for the current year’s first quarter.
Unit costs for diesel fuel increased 53 percent from the prior year and lowered operating earnings approximately $12 million before taxes.

Selling, administrative and general expenses increased $18 million as a $3 million or 3 percent decrease in legacy Vulcan selling, administrative and general expenses was offset by the effect of the addition of the Florida Rock businesses. The increase in interest expense is attributable primarily to debt incurred for the acquisition of Florida Rock.
Depreciation, depletion, accretion and amortization expense increased by $35 million to $95 million versus the prior year’s first quarter. Assets acquired in the Florida Rock acquisition accounted for $32 million of the increase, including approximately $11 million attributable to the write-up of Florida Rock’s assets to fair market values pursuant to purchase accounting.
All results are unaudited.
Outlook
Commenting on the outlook for 2008, Mr. James stated, “Our current earnings outlook for 2008 is subject to a great deal of uncertainty with respect to the economy and financial markets. Our outlook reflects a prolonged and severe downturn in residential construction, weaker contract awards in other end markets, the impact of higher costs for construction inputs and the effect of increasing energy-related costs. In the first quarter, we were able to reduce operating hours and decrease cash fixed costs. We will continue to evaluate costs in all areas in order to ensure that they are aggressively managed in light of the weaker demand outlook. We continue to expect improved pricing for our products to help offset these higher costs.
“Leading indicators such as contract awards indicate a continuation of the significant decline in residential construction as well as growing weakness in other end markets. Higher costs for construction inputs, including steel and energy-related costs such as liquid asphalt and diesel fuel, are also having an adverse impact on the level of construction activity. We now estimate full year aggregates shipments, including Florida Rock operations for the full year, to be flat to up 4 percent versus the prior year.
“A market environment that recognizes the high cost of replacing reserves has been instrumental in helping us to achieve price improvement despite lower volumes. Additionally, aggregates production continues to be affected by increasing costs for energy and steel-based materials. The pricing momentum we achieved in 2005 and 2006 continued in 2007. In 2008, we believe this momentum will continue resulting in price improvement of approximately 8 percent in spite of relatively lower shipments in higher priced markets. Overall, we expect a 5 to 10 percent increase in aggregates segment earnings.
“Asphalt mix and concrete segment earnings should be 10 to 20 percent higher in 2008 due to the inclusion of earnings from Florida Rock’s concrete business. Total concrete volumes for the Company in 2008 should be in the range of 7.0 to 7.3 million cubic yards. The average unit prices for asphalt mix and concrete should increase and partially offset higher costs for key raw materials, including liquid asphalt, cement and internally-supplied aggregates.

“We now expect consolidated EBITDA for 2008 to be in the range of $1.170 to $1.260 billion. Consolidated earnings from continuing operations should be in the range of $3.85 to $4.35 per diluted share. Our 2008 earnings outlook includes $76 million of EBITDA and $0.41 of earnings per diluted share due to gains resulting from the divestiture of two properties that were owned by Vulcan prior to the acquisition of Florida Rock.”
Conference Call
Vulcan will host a conference call at 9:00 a.m. CDT on May 6, 2008. Investors and other interested parties in the U.S. may access the teleconference live by calling 888.713.4216 approximately 10 minutes before the scheduled start. International participants can dial 617.213.4868. The access code is 45191811. A live webcast will be available via the Internet through Vulcan's home page at www.vulcanmaterials.com . The conference call will be recorded and available for replay approximately two hours after the call through May 13, 2008.
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.
Certain matters discussed in this release, including expectations regarding future performance, contain forward-looking statements that are subject to assumptions, risks and uncertainties that could cause actual results to differ materially from those projected. These assumptions, risks and uncertainties include, but are not limited to, those associated with general economic and business conditions; changes in interest rates; the timing and amount of federal, state and local funding for infrastructure; changes in the level of spending for residential and private nonresidential construction; the highly competitive nature of the construction materials industry; the impact of future regulatory or legislative actions; the outcome of pending legal proceedings; pricing; weather and other natural phenomena; energy costs; costs of hydrocarbon-based raw materials; increasing healthcare costs; the timing and amount of any future payments to be received under the 5CP earn-out contained in the agreement for the divestiture of the Company's Chemicals business; the Company’s ability to secure and permit aggregates reserves in strategically located areas; the Company’s ability to manage and successfully integrate acquisitions; risks and uncertainties related to the Company’s acquisition of Florida Rock Industries, Inc., including the ability to successfully integrate its operations and to achieve the anticipated cost savings and operational synergies; the possibility that business may suffer because management’s attention is diverted to integration concerns; and other assumptions, risks and uncertainties detailed from time to time in the Company’s SEC reports, including the report on Form 10-K for the year. Forward-looking statements speak only as of the date hereof, and Vulcan assumes no obligation to publicly update such statements.

 	 		 		 	Table A	
Vulcan Materials Company	
and Subsidiary Companies	
			(Amounts and shares in thousands, except per share data)	

			Three Months Ended	
Consolidated Statements of Earnings		March 31	
(Condensed and unaudited)	 	2008	 	2007	
						 	
Net sales		$ 771,762			$ 630,187		
Delivery revenues		45,577	 		57,000	 	
Total revenues		817,339			687,187		
						 	
Cost of goods sold		617,312			462,992		
Delivery costs		45,577	 		57,000	 	
Cost of revenues		662,889	 		519,992	 	
						 	
Gross profit		154,450			167,195		
Selling, administrative and general expenses		92,576			74,402		
Gain on sale of property, plant and equipment, net		3,945			46,387		
Other operating (income) expense, net		(796	)		2,034		
Minority interest in losses of a consolidated subsidiary					
		(143	)		-	 	
Operating earnings		66,758			137,146		
						 	
Other (expense) income, net		(2,651	)		1,202		
Interest income		671			1,323		
Interest expense		43,458	 		6,635	 	
Earnings from continuing operations before income taxes					
		21,320			133,036		
Provision for income taxes		6,835	 		43,697	 	
Earnings from continuing operations		14,485			89,339		
Loss on discontinued operations, net of tax		(552	)		(465	)	
Net earnings	 	$ 13,933	 	 	$ 88,874	 	
Basic earnings (loss) per share:					
	Earnings from continuing operations		$ 0.13			$ 0.94		
	Discontinued operations		-	 		(0.01	)	
	Net earnings per share		$ 0.13			$ 0.93		
						 	
Diluted earnings (loss) per share:					
	Earnings from continuing operations		$ 0.13			$ 0.91		
	Discontinued operations		-	 		-	 	
	Net earnings per share		$ 0.13			$ 0.91		
 	 	 	 	 	 	 	
Weighted-average common shares outstanding:					
				 	
		Basic		108,644			95,172		
		Assuming dilution		109,898			97,778		
Cash dividends declared per share of common stock					
		$ 0.49			$ 0.46		
Depreciation, depletion, accretion and amortization from continuing operations					
		$ 95,856			$ 60,801		
Effective tax rate from continuing operations	 	32.1	%	 	32.8	%	

 	 				 		 	Table B	
Vulcan Materials Company	
and Subsidiary Companies	
								 	
				(Amounts in thousands)	
								 	
Consolidated Balance Sheets		March 31		December 31		March 31	
(Condensed and unaudited)	 	2008	 	2007	 	2007	

Assets							
Cash and cash equivalents		$ 51,023			$ 34,888			$ 69,960		
Accounts and notes receivable:							
	Accounts and notes receivable, gross		444,406			427,876			395,124		
	Less: Allowance for doubtful accounts		(7,131	)		(6,015	)		(3,108	)	
		Accounts and notes receivable, net		437,275			421,861			392,016		
Inventories:							
	Finished products		310,316			286,591			235,307		
	Raw materials		31,872			28,330			10,950		
	Products in process		4,356			4,115			1,628		
	Operating supplies and other		38,292	 		37,282	 		18,531	 	
		Inventories		384,836			356,318			266,416		
Deferred income taxes		68,522			44,210			22,165		
Prepaid expenses		69,537			40,177			15,016		
Assets held for sale		148,727	 		259,775	 		-	 	
		Total current assets		1,159,920			1,157,229			765,573		
Investments and long-term receivables		24,743			25,445			2,383		
Property, plant and equipment:							
	Property, plant and equipment, cost		5,956,433			5,805,789			4,026,960		
	Less: Reserve for depr., depl., & amort		(2,267,613	)		(2,185,695	)		(2,070,840	)	
		Property, plant and equipment, net		3,688,820			3,620,094			1,956,120		
Goodwill		3,900,360			3,789,091			650,206		
Other assets		286,162	 		344,511	 		196,633	 	
		Total assets		$ 9,060,005	 		$ 8,936,370	 		$ 3,570,915	 	

								 	
Liabilities and Shareholders' Equity							
Current maturities of long-term debt		$ 34,834			$ 35,181			$ 727		
Short-term borrowings		2,192,689			2,091,500			240,400		
Trade payables and accruals		197,529			219,548			156,008		
Other current liabilities		183,778			175,649			129,080		
Liabilities of assets held for sale		6,434	 		6,309	 		-	 	
		Total current liabilities		2,615,264			2,528,187			526,215		
Long-term debt		1,529,672			1,529,828			321,503		
Deferred income taxes		675,425			671,518			290,404		
Other noncurrent liabilities		492,215			446,827			338,237		
Minority interest		410	 		410	 		-	 	
		Total liabilities		5,312,986	 		5,176,770	 		1,476,359	 	
Shareholders' equity:							
	Common stock, $1 par value	109,441			108,234			139,705		
	Capital in excess of par value		1,671,162			1,607,865			228,300		
	Retained earnings		2,040,864			2,083,718			3,026,224		
	Accumulated other comprehensive loss		(74,448	)		(40,217	)		(4,390	)	
	Treasury stock at cost		-	 		-	 		(1,295,283	)	
		Shareholders' equity		3,747,019	 		3,759,600	 		2,094,556	 	
 	 	Total liabilities and shareholders' equity	 	$ 9,060,005	 	 	$ 8,936,370	 	 	$ 3,570,915	 	

Table C	
Vulcan Materials Company	
and Subsidiary Companies	
 	 	 		 		 		
					(Amounts in thousands)	
					 	
					Three Months Ended	
Consolidated Statements of Cash Flows		March 31	
(Condensed and unaudited)	 	2008	 	2007	

Operating Activities					
Net earnings		$ 13,933			$ 88,874		
Adjustments to reconcile net earnings to net cash provided by operating activities:					
				 	
		Depreciation, depletion, accretion and amortization		95,856			60,801		
		Net gain on sale of property, plant and equipment		(3,945	)		(46,387	)	
		Contributions to pension plans		(738	)		(292	)	
		Share-based compensation		4,219			3,871		
		Increase in assets before initial effects of business acquisitions and dispositions					
				(52,310	)		(21,652	)	
		Increase in liabilities before initial effects of business acquisitions and dispositions					
				12,302			11,710		
		Other, net		(4,177	)		1,220	 	
			Net cash provided by operating activities		65,140	 		98,145	 	

Investing Activities					
Purchases of property, plant and equipment		(128,664	)		(122,636	)	
Proceeds from sale of property, plant and equipment		6,588			50,823		
Proceeds from sale of businesses		17,514			8,418		
Payment for businesses acquired, net of acquired cash		(55,885	)		(58,857	)	
Withdrawal from investments and long-term receivables		183			1,435		
Withdrawal from nonconsolidated companies, net		519			-		
Other, net		217	 		312	 	
			Net cash used for investing activities		(159,528	)		(120,505	)	
							 	
Financing Activities					
Net short-term borrowings		101,189			41,500		
Payment of short-term debt and current maturities		(403	)		(320	)	
Payment of long-term debt		-			(27	)	
Debt issuance costs		(100	)		-		
Purchases of common stock		-			(4,800	)	
Proceeds from issuance of common stock		55,078			-		
Dividends paid		(53,177	)		(43,762	)	
Proceeds from exercise of stock options		4,199			22,980		
Excess tax benefits from share-based compensation		3,162			15,501		
Other, net		575	 		6,018	 	
			Net cash provided by financing activities		110,523	 		37,090	 	
							 	
Net increase in cash and cash equivalents		16,135			14,730		
Cash and cash equivalents at beginning of year		34,888	 		55,230	 	
Cash and cash equivalents at end of period	 	$ 51,023	 	 	$ 69,960	 	

 	 	 		 		 	Table D	

Segment Financial Data and Unit Shipments	
				 	
					(Amounts in thousands, except per unit data)	
							 	
					Three Months Ended	
					March 31	
					2008	 	2007	
Total Revenues					
	Aggregates (a)		$	536,038			$	510,598		
	Asphalt mix and Concrete (b)			266,628				145,912		
	Cement (c)			31,087				-		
	Intersegment sales		 	(61,991	)		 	(26,323	)	
	Total net sales			771,762				630,187		
	Delivery revenues		 	45,577	 		 	57,000	 	
	Total revenues		$	817,339	 		$	687,187	 	
							 	
Gross Profit					
	Aggregates		$	126,907			$	147,356		
	Asphalt mix and Concrete			20,074				19,839		
	Cement		 	7,469	 		 	-	 	
	Total gross profit		$	154,450	 		$	167,195	 	
							 	
Unit Shipments					
							 	
	Aggregates					
	Customer tons			42,070				45,705		
	Internal tons (d)		 	3,917	 		 	2,338	 	
	Aggregates - tons		 	45,987	 		 	48,043	 	
							 	
	Asphalt mix - tons			1,903				2,036		
	Concrete - cubic yards			1,595				504		
	Cement - tons			290				-		
							 	
Average Unit Sales Price (including internal sales)					
							 	
	Aggregates (freight adjusted) (e)		$	10.19			$	9.36		
	Asphalt mix		$	48.95			$	47.53		
	Ready-mixed concrete		$	99.51			$	95.42		
	Cement		$	98.16			$	-		
							 	
(a) Includes crushed stone, sand and gravel, sand, other aggregates, as well as transportation and service revenues associated with the aggregates business.	
 	
(b) Includes asphalt mix, ready-mixed concrete, concrete block, precast and prestressed concrete, as well as building materials purchased for resale.	
 	
(c) Includes cement and calcium products.	
 	
(d) Represents tons shipped primarily to our downstream operations (e.g., asphalt mix and concrete). Sales from internal shipments are eliminated in net sales presented above and in the accompanying Condensed Consolidated Statements of Earnings.	
 	
(e) Freight adjusted sales price is calculated as total sales dollars (internal and external) less freight to remote distribution sites divided by total sales units (internal and external).	

 	 	 	 	 	 	 		 		 	Table E	
											 	
Supplemental Cash Flow Information	
											 	
Supplemental information referable to the Condensed Consolidated Statements of Cash Flows for the three months ended March 31 is summarized below (amounts in thousands):	
		 	
 	 	 	 	 	 	 	 	 	2008	 	2007	

Supplemental Disclosure of Cash Flow Information					
Cash paid during the period for:					
	Interest, net of amount capitalized		$ 31,404		$ 1,632	
	Income taxes		13,094		3,145	
											 	
Supplemental Schedule of Noncash Investing and Financing Activities					
Accrued liabilities for purchases of property, plant and equipment		25,754		29,500	
Exchanges of noncash assets and liabilities:					
Net assets acquired		29,086		-	
Net assets divested		36,586		-	
Debt issued for purchases of property, plant and equipment		4		5	
Proceeds receivable from exercise of stock options		911		48	
Other noncash transactions		16		-	

 	 	 	 	 	 	 	 		 		 	Table F	
												 	
Reconciliation of Non-GAAP Performance Measures	
												 	
							 		(Amounts in thousands, except per share data)	
												 	
										Three Months Ended	
										March 31	
										2008	 	2007	
												 	
GAAP Earnings from continuing operations before income taxes		$ 21,320		$ 133,036		
	Gain on sale of California real estate, net (1)		-		(42,852	)	
	Gain from adjustment in the carrying value of the ECU earn-out (2)					
			-		(700	)	
Earnings from continuing operations before income taxes, as adjusted (3)					
		$ 21,320		$ 89,484	 	

GAAP Diluted earnings per share from continuing operations		$ 0.13		$ 0.91		
	After-tax gain per diluted share resulting from sale of California real estate, net (1)					
			-		(0.26	)	
	After-tax gain per diluted share resulting from the adjustment in the carrying value of the ECU earn-out (2)					
			-		-	 	
Earnings per share from continuing operations, net of tax, as adjusted (3)					
		$ 0.13		$ 0.65	 	

(1) In January 2007, the Company sold approximately 125 acres of vacant land located in San Bernardino County, California resulting in a pretax gain of $43.8 million. The amounts shown above are net of the related incentives ratably applied in accordance with U.S. Generally Accepted Accounting Principles (GAAP).	
												 	
(2) In June 2005, the Company sold substantially all the assets of its Chemicals business, known as Vulcan Chemicals, to a subsidiary of Occidental Chemical Corporation, Basic Chemicals. Subject to certain conditions as defined in a separate earn-out agreement, Basic Chemicals was required to make payments based on ECU and natural gas prices during the five-year period beginning July 1, 2005. In September 2007, the company received the final payment under the ECU earn-out of $22.1 million, bringing cumulative cash receipts to the $150 million cap. The ECU earn-out was accounted for as a derivative instrument; accordingly, it was reported at fair value. The amount presented in the table above for 2007 reflects the change to the fair value of the ECU derivative, which was recorded within continuing operations pursuant to SAB Topic 5:Z:5.	
												 	
(3) The Company prepares and reports its financial statements in accordance with GAAP. Internally, management monitors the operating performance of its Construction Materials business using non-GAAP metrics similar to those above. These non-GAAP measures exclude the effects of the items described more fully above.	
												 	
In Management's opinion, these non-GAAP measures are important indicators of the ongoing operations of our Construction Materials business and provide better comparability between reporting periods because they exclude items that may not be indicative of or are unrelated to our core business and provide a better baseline for analyzing trends in our core operations. The Company does not, nor does it suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. The Company believes the disclosure of the effects of these items increases the reader's understanding of the underlying performance of the business and that such non-GAAP financial measures provide investors with an additional tool to evaluate our financial results and assess our prospects for future performance.	

  	 	 		 		 	Table G	
							 	
Reconciliation of Non-GAAP Measures	
EBITDA Reconciliations	
							 	
					(Amounts in thousands)	
					Three Months Ended	
					March 31	
 	 	 	 	 	2008	 	2007	

Reconciliation of Net Cash Provided by Operating Activities to EBITDA					

Net cash provided by operating activities		$ 65,140			$ 98,145	
Changes in operating assets and liabilities before initial effect of business acquisitions and dispositions					
		40,008			9,942	
Other items, net		4,641			41,588	
Discontinued operations, net of tax		552			465	
Income tax expense		6,835			43,697	
Interest (income)/expense, net		42,787	 		5,312	
							 	
EBITDA		$ 159,963	 		$ 199,149	
							 	
Reconciliation of Operating Earnings to EBITDA					
							 	
Operating earnings		$ 66,758			$ 137,146	
Other (expense) income, net		(2,651	)		1,202	
EBIT		64,107			138,348	
Depreciation, depletion, accretion and amortization from continuing operations					
		95,856	 		60,801	
							 	
EBITDA		$ 159,963	 		$ 199,149	

EBITDA is an acronym for Earnings Before Interest, Taxes, Depreciation and Amortization. This financial metric is often used by the investment community as one indicator of a company’s ability to incur and service debt. EBITDA is not defined by generally accepted accounting principles (GAAP); thus, it should not be considered as an alternative to net cash provided by operating activities, operating earnings, or any other liquidity or performance measure defined by GAAP.	

EBITDA is presented for the convenience of the investment professionals that use the metric in their analysis and to provide the Company's shareholders an understanding of one metric management uses to assess performance. Due to the significant write-up of the assets acquired in the November 2007 acquisition of Florida Rock resulting from the application of SFAS 141, Business Combinations , Vulcan's management internally uses EBITDA to assess the operating performance of the acquired Florida Rock assets and consolidated company. Vulcan’s management does not use this metric as a measure to allocate resources internally.	

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