FORM 3
        	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
	OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2008 
Estimated average burden
hours per response... 0.5	
                      	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	                      	

1. Name and Address of Reporting Person *

BAKER JOHN D II	2. Date of Event Requiring Statement (MM/DD/YYYY)
11/19/2007 
	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)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)	
(Street)

BIRMINGHAM, AL 35242       

(City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY)

11/28/2007 
	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  	431117   (1)	I  	See footnote (2)   (2)	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 4)	2. Date Exercisable and Expiration Date
(MM/DD/YYYY)	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				

Explanation of Responses:	
(  1) 	Includes 2,000 shares of common stock of Vulcan Materials Company held by Mr. Baker's Living Trust which were not included in the total number of shares reported following the exchange of Mr. Baker's Florida Rock Industries, Inc. common stock for shares of Vulcan Materials Company common stock pursuant to the merger agreement between Florida Rock Industries, Inc., Vulcan Materials Company and certain related parties.	
(  2) 	Shares held by John D. Baker II Living Trust for which the reporting person serves as trustee.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
BAKER JOHN D II
1200 URBAN CENTER DRIVE
BIRMINGHAM, AL 35242	X				

Signatures		
/s/ Amy M. Tucker, Attorney-in-Fact		1/31/2008	
** 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 control number.