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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

Bass Stanley G	2. Date of Event Requiring Statement (MM/DD/YYYY)
12/13/2012 
	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)
Sr VP - Central Region /	
(Street)

BIRMINGHAM, AL 35242       

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

	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  	970.0000  	D  	 	
Common Stock (401k)  	8282.4200  	D  	 	
Common Stock (Restricted Stock Units)  	123.0000  	D  	 	

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				
Performance Share Units  	12/31/2012  	  (1)	Common Stock  	2410.0000  	  (1)	D  	 	
Performance Share Units  	12/31/2014  	  (2)	Common Stock  	5700.0000  	  (2)	D  	 	
Performance Share Units  	12/31/2015  	  (3)	Common Stock  	10200.0000  	  (3)	D  	 	
Phantom Stock (Deferred Comp DSUs/PSUs)  	  (4)	  (4)	Common Stock  	444.9900  	  (4)	D  	 	
Stock Appreciation Right  	2/11/2011  	2/11/2020  	Common Stock  	9300.0000  	$43.0500  	D  	 	
Stock Appreciation Right  	3/1/2012  	3/1/2021  	Common Stock  	5600.0000  	$43.6300  	D  	 	
Stock Appreciation Right  	2/12/2010  	2/12/2019  	Common Stock  	18570.0000  	$47.4700  	D  	 	
Stock Appreciation Right  	2/7/2009  	2/7/2018  	Common Stock  	5760.0000  	$70.6900  	D  	 	
Stock Appreciation Right  	2/8/2008  	2/8/2017  	Common Stock  	8910.0000  	$109.2000  	D  	 	
Stock Options (Right to Buy)  	1/1/2005  	2/12/2014  	Common Stock  	2800.0000  	$46.7600  	D  	 	
Stock Options (Right to Buy)  	12/31/2005  	2/10/2015  	Common Stock  	3400.0000  	$57.0950  	D  	 	
Stock Options (Right to Buy)  	12/8/2005  	12/8/2015  	Common Stock  	22000.0000  	$68.6300  	D  	 	

Explanation of Responses:	
(  1) 	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.	
(  2) 	Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2011 and ends on December 31, 2014. At the end of the Performance Period, the Compensation Committee determines the payment amount based on Company performance relative to the S&P 500 Index, of which the Company is a member. 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.	
(  3) 	Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2012 and ends on December 31, 2015. At the end of the Performance Period, the Compensation Committee determines the payment amount based on Company performance relative to the S&P 500 Index, of which the Company is a member. 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) 	Represents time-based restricted stock units ('RSUs') reported as shares of common stock. The reporting person has elected, upon the vesting thereof, to defer the receipt of these shares under the terms of the Company's Executive Deferred Compensation Plan.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Bass Stanley G
1200 URBAN CENTER DRIVE
BIRMINGHAM, AL 35242			Sr VP - Central Region		

Signatures		
Amy M. Tucker, Attorney-in-Fact		12/18/2012	
** 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.	
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