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APPLICABLE ONLY TO CORPORATE ISSUERS:

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See accompanying Notes to Condensed Consolidated Financial Statements

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1.   Basis of Presentation

2.   Stock-based Compensation

3.   Discontinued Operations

	Three Months Ended     June 30		Six Months Ended     June 30
	2004	2003	2004	2003
Net sales Total revenues Loss before interest and income taxes Pretax loss	$ 0.0  $ 0.0  $ (0.1) $ (0.2)	$ 25.8  $ 27.9  $ (16.9) $ (17.1)	$ 0.8  $ 0.8  $ (1.1) $ (1.4)	$ 57.3  $ 61.3  $ (18.1) $ (18.3)

	June 30   2004	Dec. 31   2003	June 30   2003
Current assets Property, plant and equipment, net Other assets   Total assets	$  0.8  - --       --   $  0.8	$  8.4  - --       --   $  8.4	$ 42.6  20.4    11.7  $ 74.7
Current liabilities Other noncurrent liabilities   Total liabilities	$  2.1       3.2  $   5.3	$  4.5       3.1  $   7.6	$ 10.6       2.5  $ 13.1

4.   Earnings Per Share (EPS)

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5.   Effective Tax Rate

6.   Derivative Instruments

7.   Comprehensive Income

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	Three Months Ended     June 30		Six Months Ended     June 30
	2004	2003	2004	2003
Net earnings Other comprehensive income:   Fair value adjustments to cash     flow hedges Total comprehensive income	$ 87,796      (575) $ 87,221	$ 56,024       528  $ 56,552	$ 102,791      (1,085) $ 101,706	$ 38,475        683  $ 39,158

8.   Benefit Plans

9.   Long-term Debt

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	June 30   2004	Dec. 31   2003	June 30   2003
6.40% 5-year notes issued 2001* 5.75% 5-year notes issued 1999 6.00% 10-year notes issued 1999 Private placement notes Medium-term notes Tax-exempt bonds Other notes	$ 239,764 - --   250,000 83,630 28,000 8,200      4,245	$ 240,000 243,000 250,000 84,121 28,000 8,200      4,054	$ 240,000 243,000 250,000 119,848 33,000 8,200      4,014
Total debt excluding notes payable Less current maturities of long-term debt	$ 613,839     6,302	$ 857,375   249,721	$ 898,062   284,082
Total long-term debt	$ 607,537	$ 607,654	$ 613,980
Estimated fair value of long-term debt	$ 650,780	$ 675,249	$ 700,613
* Includes a $236.0 thousand reduction in valuation at June 30, 2004 for the fair value of interest rate swaps.

10.  Accounting Change

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Asset retirement obligations as of December 31, 2002	$        --
Cumulative effect adjustment     Liabilities incurred     Liabilities (settled)     Accretion expense     Revisions up (down)	99,259  - --   (3,453) 2,517           456
Asset retirement obligations as of June 30, 2003	$  98,779
Liabilities incurred     Liabilities (settled)     Accretion expense     Revisions up (down)	--   (4,960) 2,613      11,251
Asset retirement obligations as of December 31, 2003	$ 107,683
Liabilities incurred     Liabilities (settled)     Accretion expense     Revisions up (down)	33  (2,014) 2,790       4,652
Asset retirement obligations as of June 30, 2004	$ 113,144

11.  Guarantees

	Amount	Term	Maturity
Risk management requirement for insurance claims Payment surety required by utilities Contractual reclamation/restoration requirements	$ 18,547 5,100    1,465	One year One year One year	Renewable annually Renewable annually Renewable annually
Total standby letters of credit	$ 25,112

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12.  Acquisitions

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Columbia Rock Products - an aggregates facility in Tennessee. Tri-State Lime and Stone, Inc. - an aggregates facility in Virginia. Titan Construction Materials, LLC - two aggregates facilities in Tennessee.

13.  Segment Data

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	June 30    2004	Dec. 31    2003	June 30    2003
IDENTIFIABLE ASSETS   Construction Materials   Chemicals      Identifiable Assets   General corporate assets and other   Cash items        Total	$ 2,705.2       495.6  3,200.8  82.2        230.9  $ 3,513.9	$ 2,620.1       518.8  3,138.9  81.3        416.7  $ 3,636.9	$ 2,733.0       568.1  3,301.1  65.4       183.6  $ 3,550.1

14.  Supplemental Cash Flow Information

	2004	2003
SUPPLEMENTAL DISCLOSURE OF CASH FLOW  INFORMATION   Cash paid (refunded) during the period for:       Interest, net of amount capitalized       Income taxes	$ 25,855  11,493	$ 27,220  (2,641)

15.  Commitments and Contingencies

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GENERAL COMMENTS

Results of any individual quarter are not necessarily indicative of results to be expected for the year due principally to the effect that weather can have on the sales and production volume of our Construction Materials segment. Normally, the highest sales and earnings of our Construction Materials segment are attained in the third quarter and the lowest are realized in the first quarter when sales and earnings are substantially below the levels realized in all subsequent quarters of the year.


Segment Earnings

Segment earnings are earnings from continuing operations before interest and income taxes and after allocation of corporate expenses and income, other than interest, to the segment with which it is related in terms of products and services. Allocations are based on a trailing 12-month average capital employed and net sales.


Forward-Looking Statements

Certain matters discussed in this report contain forward-looking statements that are subject to risks, assumptions and uncertainties that could cause our actual results to differ materially from those projected. These risks, assumptions and uncertainties include, but are not limited to, those associated with general business conditions; the timing and amount of federal, state and local funding for infrastructure; the highly competitive nature of the industries in which we operate; pricing; weather and other natural phenomena; energy costs; costs of hydrocarbon-based raw materials; increasing pension and healthcare costs; and other risks, assumptions and uncertainties detailed from time to time in our periodic reports.

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The following comparative analysis is based on net sales and cost of goods sold, which exclude delivery revenues and costs, and is consistent with the basis on which management reviews results of operations.

Second Quarter 2004 as Compared with Second Quarter 2003

We announced record second quarter net sales of $738.9 million and record net earnings of $87.8 million, or $0.85 per diluted share. In the prior year, net earnings were $56.0 million, or $0.55 per diluted share. Second quarter earnings from continuing operations were $0.85 per diluted share, a 31% increase from last year's second quarter of $0.65 per diluted share.

For the quarter, Construction Materials' net sales were $584.7 million, a 5% increase from the prior year. The sales increase resulted from stronger sales of aggregates and ready-mixed concrete. Aggregates shipments and pricing increased approximately 6% and 2%, respectively. Ready-mixed concrete volumes increased from the prior year due to strong residential demand. Asphalt volumes were down primarily as a result of lower highway spending in our California markets and wet weather in our Texas markets. Second quarter net sales in our Chemicals segment increased 12% to $154.2 million due to stronger volumes in most products. Volumes for caustic soda and chlorine were stronger in the second quarter; however, pricing for caustic soda weakened from the prior year more than offsetting the earnings impact of increased volumes. Volumes and pricing for chlorinated organics improved compared to the prior year's second quarter.

Earnings from continuing operations before interest and income taxes of $125.8 million were up $18.4 million from the second quarter of 2003. Construction Materials segment earnings were $121.4 million compared to $119.0 million in the prior year. This $2.4 million increase resulted primarily from the aforementioned higher aggregates volume and improved pricing which were offset by higher operating costs and lower production at four aggregates plants where major improvement and expansion projects have been underway, and by lower asphalt volumes and higher costs for diesel, healthcare and incentive compensation. Chemicals recorded segment earnings of $4.4 million as compared to a loss of $11.6 million in the second quarter of 2003. In addition to the favorable impact of volume and pricing for chlorine and chlorinated organics, earnings benefited from improved plant reliability and better operating performance. Lower costs for energy and certain key raw materials also contributed to the earnings improvement. A dditionally, earnings in our joint venture with Mitsui also increased due to improved plant operations and stronger sales volumes.

Selling, administrative and general expenses of $58.1 million increased $4.1 million or 8% from the prior year second quarter due principally to higher costs for healthcare and performance-based incentive compensation. Conversely, other operating income of $4.7 million increased $5.3 million due primarily to higher gains on sale of real estate and lower environmental remediation accruals. Minority interest in earnings of $2.1 million represented a $5.0 million increase from the comparable prior year as the improved earnings in the Chloralkali joint venture resulted in an increase in the minority partner's share of the earnings. Other income, net of other charges, of $3.6 million increased $4.0 million due mostly to liability insurance reimbursements and accruals.

Interest expense of $9.3 million decreased $4.4 million resulting from the reduction in outstanding debt due primarily to the April 1, 2004 retirement of $243.0 million in five-year notes with available cash.

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Year-to-Date Comparisons as of June 30, 2004 and June 30, 2003

Net sales of $1.3 billion for the first six months of 2004 increased 7% from the comparable 2003 total of $1.2 billion. Earnings from continuing operations before cumulative effect of accounting changes were $103.6 million, or $1.00 per diluted share. Comparable 2003 earnings were $68.5 million, or $0.67 per diluted share. As described in Note 3 to the Condensed Consolidated Financial Statements, our Performance Chemicals business unit is reported in discontinued operations pursuant to FAS 144. Loss on discontinued operations totaled $0.8 million, or $0.01 per diluted share for the first six months of 2004 compared with an $11.2 million loss, or $0.11 per diluted share in 2003. The 2003 results included loss on disposal of discontinued operations in the pretax amount of $10.8 million.

The cumulative effect of accounting change in the first quarter of 2003 resulted from our adoption of FAS 143 as described in Note 10 to the Condensed Consolidated Financial Statements. This adoption resulted in a cumulative, one-time, non-cash charge of $18.8 million or $0.18 per diluted share.

Net earnings for the first half of 2004 of $102.8 million or $0.99 per diluted share reflected an $0.8 million loss, or $0.01 per diluted share impact, from the divestiture of our Performance Chemicals business unit. Comparatively, the net earnings of $38.5 million or $0.38 per diluted share for the first six months of 2003 reflected both the $11.2 million loss, or $0.11 per diluted share impact, from the divestiture of our Performance Chemicals business unit, and the $18.8 million charge, or $0.18 per diluted share impact, from the adoption of FAS 143.

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Selling, administrative and general expenses of $111.6 million increased $7.0 million or 7% from the first half of 2003 due primarily to increased costs for healthcare and incentive compensation. Other operating income of $3.1 million increased $8.3 million resulting from higher gains on sale of real estate, lower environmental remediation accruals and lower asset impairment charges. Improved results in our Chloralkali joint venture resulted in an increase in the minority partner's interest in earnings of $4.3 million. Other income, net of other charges, of $6.0 million increased $5.2 million due mostly to liability insurance reimbursements and accruals.

Year-to-date interest expense of $22.3 million decreased $4.8 million resulting from the reduction in outstanding debt.

Our effective tax rate was 26.4% for the first half of 2004, down from the 2003 rate of 30.0% for the comparable period. This decrease reflects a reduction in estimated income tax liability for open audit years and a tax refund.

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We believe that we have sufficient financial resources, including cash provided by operating activities and ready access to the capital markets, to fund business requirements in the future including capital expenditures, dividend payments, potential future acquisitions and debt service obligations.

Cash Flows

Net cash provided by operating activities equaled $206.5 million in the first half of 2004, up nearly 24% from the $167.2 million generated in the same period last year. This $39.3 million increase in cash provided by operating activities resulted primarily from higher cash earnings. Net cash used for investing activities of $98.6 million increased $1.3 million from the first six months of 2003 due to the $26.3 million increase in payments for business acquisitions partially offset by a $12.0 million increase in proceeds from the sale of property, plant and equipment, a $10.7 million decrease in investments (including medium-term) and long-term receivables, and a $2.3 million decrease in capital purchases. Net cash used for financing activities increased $236.8 million from the first half of 2003 to total $293.7 million for the six months ended June 30, 2004. This increase in cash used for financing activities resulted primarily from the April 1, 2004 debt payment in the principal amount of $243 .0 million related to 5.75% five-year notes issued in 1999.

Working Capital

Working capital, the excess of current assets over current liabilities, totaled $608.2 million at June 30, 2004. This represented a $100.9 million increase from our December 31, 2003 level and a $284.6 million increase from our June 30, 2003 level. Both of these increases resulted primarily from increases in internally generated cash. The increase in working capital from year-end 2003 resulted primarily in a decrease in current maturities of $243.4 million partially offset by a decrease in cash items of $185.8 million. The increase in working capital from June 30, 2003 resulted primarily in a decrease in current maturities of $277.8 million and an increase in cash items of $47.3 million.

The current ratio was 2.9 as of June 30, 2004. This compares to the 1.9 ratio at year-end 2003 and the 1.6 ratio at June 30, 2003. The increases in the current ratio resulted primarily from the above-mentioned debt payment.

Short-term Borrowings

Short-term borrowings consisted of the following (in thousands of dollars):

	June 30    2004	Dec. 31    2003	June 30    2003
Bank borrowings Other notes payable   Total notes payable	$ 21,000        --  $ 21,000	$ 29,000        --  $ 29,000	$ 33,000       148 $ 33,148

Unsecured bank lines of credit totaling $350.0 million were maintained at June 30, 2004, none of which was in use. In addition, the Chloralkali joint venture had an uncommitted bank credit facility in the amount of $30.0 million available at June 30, 2004, of which $21.0 million was drawn, as noted above.

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Current Maturities

Current maturities of long-term debt are summarized below (in thousands of dollars):

On April 1, 2004, we made the scheduled debt payment in the principal amount of $243.0 million related to the five-year notes issued in 1999.

Long-term Obligations

Long-term obligations and measures are summarized below (amounts in thousands, except percentages):

The calculations of total debt to total capital are summarized below (amounts in thousands, except percentages):

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In the future, the ratio of total debt to total capital will depend upon specific investment and financing decisions. Nonetheless, management believes our cash-generating capability, combined with our financial strength and business diversification, can comfortably support a ratio of 30% to 35%. We have made acquisitions from time to time and will continue to pursue attractive investment opportunities. Such acquisitions could be funded by using internally generated cash flow or issuing debt or equity securities.

Guarantees

We have guarantee contracts in the form of irrevocable standby letters of credit. Our commercial banks issue standby letters of credit to secure our obligations to pay or perform when required to do so pursuant to the requirements of an underlying agreement or the provision of goods and services. The standby letters of credit listed below are cancelable only at the option of the beneficiary who is authorized to draw drafts on the issuing bank up to the face amount of the standby letter of credit in accordance with its terms. Since banks consider letters of credit as contingent extensions of credit, we are required to pay a fee until the standby letters of credit expire or are cancelled.

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We follow certain significant accounting policies when preparing our consolidated financial statements. A summary of these policies is included in our latest annual report on Form 10-K. The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities at the date of the financial statements. We evaluate these estimates and judgments on an ongoing basis and base our estimates on historical experience, current conditions and various other assumptions that we believe to be reasonable under the circumstances. The result of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Our act ual results may differ from these estimates.

We believe that estimates, assumptions and judgments involved in the accounting policies described in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of our most recent annual report on Form 10-K have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies.

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We make available on our website, vulcanmaterials.com, free of charge, copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as well as all Forms 4 and 5 filed by our executive officers and directors, as soon as the filings are made publicly available by the Securities and Exchange Commission on its EDGAR database, at sec.gov. In addition to accessing copies of our reports online, you may request a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2003, at no charge, by writing to:

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We maintain a system of controls and procedures designed to ensure that information required to be disclosed in reports we file with the Securities and Exchange Commission (SEC) is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer, with the participation of other management officials, evaluated the effectiveness of the design and operation of the disclosure controls and procedures as of June 30, 2004. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to materi al information required to be included in our periodic SEC filings. No significant changes were made to our internal controls or other factors that could significantly affect these controls subsequent to the date of this evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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2.	The shareholders approved the Restricted Plan for Nonemployee Directors:
			Number of     Shares
		For Against Abstain	68,989,448 7,417,341 5,589,740

3.	The shareholders ratified the appointment of the firm Deloitte & Touche LLP as independent certified public accountants to audit the books of the Company for the year 2004:
			Number of     Shares
		For Against Abstain	92,249,957 745,063 543,586

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date       July 30, 2004